1. INTERPRETATION: “You” means the entity purchasing Products under these Terms; “GST” means goods and services tax and has the same meaning as in section 195 - 1 of the GST Act; “GST Act” is a reference to A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended; “Insolvency Event” means circumstances in which You are unable to pay your debts as they fall due or otherwise take any corporate action or any steps are taken or legal proceedings are started for: (i) winding-up, dissolution, liquidation, or re-organisation, other than to reconstruct or amalgamate while solvent on terms approved by Total Gourmet; (ii) the appointment of a controller, receiver, administrator, official manager, trustee or similar officer of You or of any of your revenues and assets; or (iii) seek protection or are granted protection from your creditors, under any applicable legislation; “Products” means the goods supplied by Total Gourmet under these Terms; “PPSA” means Personal Properties Securities Act 2009 (Cth); “Total Gourmet”, “Our”, “We” and “Us” all mean Total Food Development Pty Ltd (ABN 30 125 775 528) trading as Total Gourmet; and “Terms” means these terms and conditions of sale, as may be amended from time to time by Total Gourmet.
2. PRICES: Prices, and where applicable, freight, are those that apply on the original date of dispatch. This principle applies to both invoices and any related credit notes. Total Gourmet reserves the right to alter prices without notice at any time, due to our dependence upon our suppliers’ pricing arrangements. Due to the evolving nature of the ATO’s GST system the GST classifications are subject to change. Please contact us if You have any questions regarding any of our classifications.
3. ORDERS: Your order must always be in writing or given directly to a Sales Representative and MUST comprise whole mixed cartons of brands, with a minimum of 3 units per variety. Orders less than the minimum order amount will incur a handling fee. The applicable minimum order amount and fee rate are printed on Our invoices and can be obtained by contacting Our office at any time. If You mistakenly order the wrong item or wrong quantity, it is at the discretion of Total Gourmet management whether this stock will be accepted for return and credited. Consideration of this will only be given if You initially comply with the Claims criteria listed below (point 7). Large orders comprising either a large volume of a single line or of a value > $5000, must be named, signed and dated at the bottom of the order. Special Delivery instructions such as date required or morning or afternoon drop off must be specified at the top of the order and We will make our best efforts to comply with this but We cannot guarantee it as We are reliant on outsourced courier companies. The name and contact number of the person making the order must be located at the top of the order, to allow Us to readily follow up any questions regarding the order.
4. ORDER TURNAROUND: Our usual turnaround is a maximum of 4 days. If You require an order by a specific date, We require You to specify that date clearly in writing on your order. Orders of large quantities of single lines will generally have to be ordered in and will result in a three week lead time. Please contact Our office if You have any questions regarding these orders.
5. BACKORDERS: We automatically backorder any lines that can't be supplied when the order is filled. These lines are then sent, if available, with Your next order. If You do not wish for backorder then advise your Sales Representative or the office.
6. DELIVERY: 6.1 DELIVERY COST AND RISK: Orders that meet the minimum order amount are FIS in these areas: Brisbane, Gold Coast, Sunshine Coast, Ipswich & Toowoomba. For orders that are under the minimum order amount and for all orders for Regional Queensland and Interstate customers, freight is at Your own cost and risk. If freight is at Your cost and risk We will use a carrier nominated by You or notify You if it is not possible to use Your nominated carrier. If You do not nominate a carrier We will use a carrier of Our choosing but the freight will still remain and Your cost and risk. Please note that whilst every effort is made to comply with Your delivery requests, We are unable to guarantee delivery times or dates. If We cross dock with Your courier Our responsibility ends when the stock is delivered to Your courier. If Your on forwarder does not sign for the stock it is entirely at Your risk. 6.2 DELIVERY DAMAGES: In order for claims to be made against carriers, damages must be noted on the delivery paperwork. If You cannot check the delivery for damages at the time of receival You should insist that the paperwork reflect that the delivery is received Subject To Check. Refer also to condition 7 "Claims".
7. CLAIMS: Should You discover a shortage in the quantity of Products delivered, or any issues related to the quality of the Products then You should follow the procedure below, in order to have the Products replaced or Your account credited for the invoiced value of the returned Products. It is important that You or your agent: 1. Examine the Products carefully and describe any damaged Products or short delivery on the delivery note. 2. Sign the delivery note. 3. Advise Us of any problems or shortages in writing, within 72 hours. 4. Retain the Products in question and Your copy of the delivery note. We will advise You if We will have the goods picked up or if You can dispose of them.
8. PAYMENT AND ACCOUNTS: 8.1 CASH BEFORE DELIVERY (“PREPAID”): For customers who do not wish to open an account, We operate on a CASH BEFORE DELIVERY (”Prepaid”) basis, as We outsource Our deliveries and cannot operate COD accounts. These can be paid by EFT transfer, credit card or by mailing in a cheque. Please be aware that accounts operating this way will have delayed delivery times, pending on the payment method. 8.2 CREDIT ACCOUNTS: To establish an account the credit account section and personal guarantee of Our "Form 10 - Customer Account Credit App" must be completed IN Full, and Your trade references must be references with which You deal on an account basis not a COD basis. If You do not have any trade references and would like to go on account then complete the other parts of the credit account section and Your first three (3) orders will be on a prepaid basis, and after that Your account will be opened. Please be aware that it can take up to two (2) weeks to open a new account, as We are dependent on replies from your trade references. This may delay Your initial order, as it will NOT be dispatched until the account is approved. If the delay is an issue, You can choose to pay up front for Your initial order. 8.3 CREDIT CARD SURCHARGE: Payments by some credit cards may attract an additional surcharge, reflective of the bank fees charged. The cards impacted and the service fee applicable will be detailed on Our invoices. 8.4 TERMS OF COMMERCIAL CREDIT ACCOMODATION: Where Total Gourmet extends You commercial credit, regardless of whether You applied for it explicitly or whether it was extended on Your prepaid account as a commercial courtesy or for order expediency, You agree to the following terms: 8.4.1 All invoices must be paid by the due date, which is 30 days from the date of invoice. 8.4.2 Should Your account not be paid by the due date or should You fail to comply with Your obligations in any respect: 188.8.131.52 We may decline to process any further orders from You, and may cancel any existing orders for which delivery has not yet been affected. 184.108.40.206 We may collect any Product already delivered by Us, which is still our property and You must allow Us access to do so and You must reserve Our right to that access wherever appropriate or necessary. 220.127.116.11 Credit facilities may be withdrawn and further supplies would be on strict cash up front basis. 18.104.22.168 We will cancel any discounted rates and recalculate outstanding charges. 22.214.171.124 We may require all amounts owing to Us for whatever reason whatsoever become immediately due and payable without deduction or demand. 126.96.36.199 We may charge interest and/or account keeping/service fees. 8.4.3 If the Applicant is a company, the Directors agree to give a guarantee and indemnity (refer to page 4 of this form). Total Gourmet reserves the right to require a guarantee and indemnity to be given by any person in any other circumstances. 8.4.4 At any time We may vary the terms, requiring cash on order or cash before delivery (”prepaid”). 8.4.5 Where there is more than one Applicant, each Applicant shall be jointly and severally liable under the terms of this Application. 8.4.6 You will notify Total Gourmet of any change in ownership or address within 7 days. That notwithstanding any change in ownership/trading structure or any advice to Total Gourmet of such change, You will remain personally liable to Total Gourmet for any Products requested by You or on Your behalf until You have received written confirmation from Total Gourmet that full payment has been received and Your account has been closed. 8.4.7 Under Section 18E(8)(c) of the Privacy Act 1988, Total Gourmet, is allowed to give a credit reporting agency personal information about Your credit application. Information which may be given to an agency is covered by Section 18E(1) of the Act and includes; identity particulars (as permitted by the Privacy Commissioner’s determination issued under Section 18E(3)); the fact that You have applied for credit and the amount, the fact that Total Gourmet is a credit provider to You, payments which become overdue more than sixty (60) days and for which collection action has been commenced; advice that payments are no longer overdue; cheques drawn by You which have been dishonoured more than once; in specific circumstances, that, in the opinion of Total Gourmet, You have committed a serious credit infringement; that credit provided to You by Total Gourmet has been paid or otherwise discharged 8.5 DEBT COLLECTION: We reserve the right to charge interest and account keeping fees. You agree to pay any costs, commissions, and legal expenses whatsoever arising from the collection of any overdue monies. Such interest, costs, commissions, and legal expenses may be recovered as a liquidated debt. Jurisdiction for any legal action is Ipswich, QLD. Should any cheque from You be dishonored by Our bank, You will be charged an administration fee reflective of Our costs incurred for each dishonor notification. We are entitled to recover any money owing to Us by setting it off against money We owe You or any company related to You.
9. RISK AND TITLE: Risk of loss or destruction of or damage to a consignment of the Products passes to You on delivery of the Products to You or to Your nominated agent or carrier or on collection of the Products by You or Your nominated agent or carrier. Title to the Products only passes to You on full payment for the Products (including any fees or charges) by You.
10. PERSONAL PROPERTY SECURITIES ACT 2009 (”PPSA”): 10.1 Until the Products have been paid for in full, You must not: 10.1.1 sell the Products other than in the ordinary course of Your business, in which case You grant to Total Gourmet a security interest in either every payment to Total Gourmet for the Products or the portion of every payment for the manufactured product that relates to the Product (both as proceeds of the Products and as original collateral ); and 10.1.2 sell, assign, charge or otherwise encumber or grant any interest over any debts and other obligations which any third party may owe to Total Gourmet as a result of the use, manufacture or resale of the Products. 10.2 You irrevocably authorise Total Gourmet at any time, to enter any premises upon which the Products are stored to enable Total Gourmet to inspect the Products and, if You have breached these Terms or suffer an Insolvency Event, to reclaim possession of the Products. You indemnify Total Gourmet against any liability to any person in connection with the entry or reclamation. 10.3 You acknowledge and agree that: 10.3.1 this condition 10 creates a security interest in all present and after acquired Products and any proceeds as security for Your obligations to Total Gourmet; 10.3.2 Total Gourmet is a secured party in relation to the Products and any proceeds of the Products, and is entitled to register its interest on the register as a security interest, and if applicable, a purchase money security interest; 10.3.3 Total Gourmet may, by notice to You, require You to take all steps requested by Total Gourmet to ensure its security interest in the Products and the proceeds is enforceable, and to perfect, or better secure the position of Total Gourmet and You must comply with that notice; 10.3.4 Total Gourmet is not obliged to give any notice, document or information under the PPSA, unless the provision of that notice, document or information is required by the PPSA and cannot be excluded; and 10.3.5 You waive Your right under s157 of the PPSA to receive notice of any verification of the registration. 10.4 The parties may not disclose any information of a kind referred to in section 275(1) of the PPSA that is not in the public domain. 10.5 The following terms used in this condition 10 has the same meaning as in the PPSA: “security interest”, “proceeds”, “collateral”, “secured party”, “register”, “purchase money security interest”.