1.1. Unless the context otherwise requires:
(a) "Ronstan" means Ronstan International Pty Ltd. (ABN 16 068 111 053)
(b) "Purchaser" means the person, firm, company or organisation that places an Order with Ronstan.
(c) "Goods" means all items the subject of an Order to be supplied by Ronstan to the Purchaser.
(d) "Services" means all services the subject of an Order to be supplied by Ronstan to the Purchaser.
(e) "Order" means an order for Goods from Ronstan.
(f) "Express Warranty" means the warranty set out in Ronstan's website at www.ronstan.com
(g) "Prescribed Terms" means the terms, conditions and warranties implied by law into contracts for the supply of goods or services or rights and remedies provided by law.
(h) "PPSA" means the Personal Property Securities Act 2009 (Cth) as amended from time to time;
(i) A term used in this clause has the same meaning as in the PPSA.
2.1. This Agreement:
(a) governs the terms and conditions on which all Goods or Services are supplied by Ronstan to the Purchaser; and
(b) supersedes and excludes all previous oral or written communications and representations made by Ronstan relating to the supply of the Goods or Services.
(c) to the extent any provision is inconsistent with the Terms and Conditions published in Ronstan's website at www.ronstan.com prevails.
3.1. In relation to Goods purchased for re-supply by the Purchaser, all recommended retail prices are recommended retail prices only and there is no obligation on the Purchaser to comply with the recommendation.
3.2. Retail prices are calculated as list price plus 10% GST All prices are quoted and will be invoiced in Australian Dollars and the applicable GST shown unless specifically agreed otherwise.
3.3. All prices are subject to change without notice.
4.1. The minimum order value is A$100 net. A surcharge will apply to orders below the minimum order value.
5.1. Minimum Order Quantities (if specified) in the price list are to be considered the standard pack quantities for each product. Products should be ordered in the multiples of the minimum order quantity only and we will not break these MOQ's unless expressly agreed in advance.
6.1. Ronstan may accept an Order in whole or in part by notification to the Purchaser or by the supply of Goods or Services (in whole or in part) which are the subject of an Order. No other acknowledgment or receipt of money shall constitute an acceptance of the whole or part of an Order by Ronstan.
6.2. The Purchaser authorises Ronstan to complete any order form received from the Purchaser and agrees to be bound by the terms of the completed order form.
6.3. An Order from the Purchaser which has been accepted in whole or in part by Ronstan cannot be cancelled by the Purchaser without obtaining the prior written approval of Ronstan. The Purchaser agrees that if Ronstan accepts the cancellation, Ronstan may charge a cancellation fee.
6.4. The Purchaser acknowledges that Ronstan may, in its sole discretion, delay acceptance or delivery (or both) or adjust or cancel an Order made by the Purchaser, or part thereof. Ronstan shall not be liable to the Purchaser for any such delay, adjustment or cancellation.
7.1. Estimated delivery date should be ascertained at the time of placing an Order and may vary depending on available stocks. Ronstan shall be under no liability should delivery or supply not be made by the estimated delivery date.
7.2. Unless otherwise agreed to by Ronstan, delivery of the Goods shall be deemed to be effected when the Goods are assembled and ready for despatch at Ronstan's premises.
7.3. The Purchaser may request Ronstan to arrange for delivery of Goods ordered. The Purchaser is liable to pay for the freight and all other costs in relation to any delivery of Goods.
7.4. Risk in the Goods passes to the Purchaser on despatch.
7.5. Ownership of goods remains with Ronstan.
7.6. Ownership of, or title in, the goods will not pass to the Purchaser until the Purchaser has paid to Ronstan the invoiced price for all goods delivered to the Purchaser's possession.
8.1. The Purchaser agrees with Ronstan that they will treat the security interest in the goods as a continuing and subsisting security with priority over a registered general security and any unsecured creditors.
9.1. In consideration of Ronstan supplying the goods to the Purchaser, at the request of the Purchaser, the Purchaser, by signing these Terms and Conditions:
(a) Grants to Ronstan, at Ronstan's discretion, a security interest or purchase money security interest (PMSI) in the goods;
(b) Agrees that any of the goods or proceeds of sale of the goods coming into existence after the date of these Terms and Conditions will come into existence subject to:
(i) The security interest or PMSI granted in these Terms and Conditions; and
(ii) The terms of these Terms and Conditions without the need for any further action or agreement by way party.
(c) Agrees that the Purchaser has received valuable consideration from Ronstan and that it is sufficient; and (d) Agrees that the security interest or PMSI has attached or will attach to all goods supplied now or in the future to the Purchaser when the Purchaser takes possession of the goods and that the attachment of the security interest or PMSI has not in any way been deferred or postponed from the date of these Terms and Conditions.
10.1. Ronstan may, by notice to the Purchaser at any time, require the Purchaser to take all steps that Ronstan considers necessary or desirable to:
(a) Ensure that these Terms and Conditions or any security interest or PMSI arising under them, are enforceable against the Purchaser or any third party; and
(b) Protect, perfect, record, or better secure the position of Ronstan under these Terms and Conditions as a first ranking security.
11.1. Ronstan reserves the right to register a financing statement in respect of any goods supplied by Ronstan to which the Purchaser under these Terms and Conditions (and in respect of which credit has been extended by Ronstan to the Purchaser).
11.2. The cost and expense of registering a financing statement or a financing change statement is to be paid by the Purchaser and may, where applicable, be debited against the Purchaser's credit account with Ronstan.
11.3. The Purchaser:
(a) waives the right to receive a copy of any notice, verification statement confirming registration of a financing statement or a financing charge statement relating to the security interest or PMSI under these Terms and Conditions, unless the notice or statement is required by law and cannot be excluded; and
(b) agrees to comply with any notice from Ronstan under this clause at its cost and expense.
11.4. The Purchaser agrees:
(a) Not to allow any person to register a financing statement over any of the goods supplied by Ronstan without the prior written consent of Ronstan; and
(b) That it must immediately notify Ronstan if it becomes aware of any person taking steps to register a financing statement in relation to the goods.
11.5. The Purchaser agrees to perfect and maintain any security interest or PMSI that it may have in the goods under the PPSA.
12.1. The Purchaser must not allow the goods to become accessions or commingled with other goods unless Ronstan has first perfected any security interest or PMSI that Ronstan has in relation to the goods.
13.1. If Ronstan perfects any security interest or PMSI that Ronstan has in relation to the goods, the Purchaser must not do anything that could materially adversely effect:
(a) Ronstan's business; or
(b) In the opinion of Ronstan, Ronstan's security position under these Terms and Conditions.
14.1. The Purchaser irrevocably grants to Ronstan the right to enter on the Purchaser's property or premises, without notice, and without being in any way liable to the Purchaser or to any third party, if Ronstan has cause to exercise any of Ronstan's rights under section 110 of the PPSA, and the Purchaser indemnifies Ronstan from any claims made by any third party as a result of that exercise.
15.1. If Chapter 4 of the PPSA would otherwise apply to the enforcement of a security interest arising out of these Terms and Conditions, Ronstan and the Purchaser agree that each of the provisions of the PPSA which section 115 of the PPSA permits parties to contract out of, other than sections 117, 118, 134(1) and 135, do not apply to the enforcement of that security interests.
16.1. Despite any statement to the contrary by the Purchaser, every payment to Ronstan in respect of the goods must be taken as a payment:
(a) First, of the amounts held by the Purchaser in trust or subject to a security interest, to the extent that the security interest is not a PMSI;
(b) Secondly, of amounts subject to a security interest, to the extent that it is a PMSI;
(c) Thirdly, for any goods that the Purchaser has sold but for which it has not received the proceeds; and
(d) Fourthly, for whatever goods the Purchaser has not sold as Ronstan elects.
17.1. Ronstan and the Purchaser may not disclose any information of a kind referred to in section 275(1) that is not in the public domain.
18.1. If the Purchaser becomes insolvent, without prejudice to any other rights of Ronstan:
(a) The Purchaser's right to sell the goods in the ordinary course of business in accordance with the PPSA and any other rights of the Purchaser in respect of the goods immediately cease; and
(b) The Purchaser must immediately return to Ronstan the goods in which title has not passed as provided for under clause 1.1.1.
18.2. Notwithstanding clause 7.4, title in the Goods will remain with Ronstan until the full purchase price and all other amounts owing to Ronstan by the Purchaser in respect of those Goods ("Ronstan Debt") are paid.
18.3. If the Purchaser fails to pay the Ronstan Debt by the due date for payment and title in the Goods remains with Ronstan, Ronstan or its agents may recover possession wherever the Goods may be and the Purchaser must assist and indemnify Ronstan in relation to such recovery.
19.1. The Purchaser will check all Goods received against delivery dockets immediately upon receipt at destination. Subject to any Prescribed Terms which cannot be excluded or limited, unless notified to Ronstan in writing within fortyeight hours of receipt at destination, no claim for shortages or damaged Goods will be recognised by Ronstan and the Goods delivered shall be deemed to be in accordance with the Goods ordered.
20.1. Ronstan reserves the right to refuse the return of Goods incorrectly ordered. Prior authorisation of Ronstan must be obtained before returning any Goods. Should Goods be accepted for return, all returns must be accompanied by the original delivery docket or invoice. A minimum 15% restocking charge on the value of the Goods returned will be applied and freight must be prepaid.
20.2. Subject to any Prescribed Terms which cannot be excluded or limited, goods modified or ordered in or manufactured specifically to order at the Purchaser's request cannot be returned.
21.1. The Purchaser acknowledges that:
(a) the Purchaser does not rely upon Ronstan's skill or judgment in relation to the purposes for which the Goods are acquired;
(b) the Goods may not produce satisfactory results if:
(iii) they are not used strictly in accordance with Ronstan's instructions or guidelines (if any); or
(iv) they have deteriorated as a consequence of incorrect or prolonged storage by the Purchaser before use; and
(v) Ronstan accepts no liability or responsibility for any such incorrect use or incorrect or prolonged storage of the Goods.
22.1. Unless credit facilities are established with Ronstan and maintained prior to placement of an Order payment shall be cash prior to delivery.
22.2. Where credit facilities are established Ronstan may charge interest at 2% per annum above the ANZ Bank 'base' rate quoted from time to time on the outstanding amount calculated from the due date for payment to the date the account is paid in full.
22.3. Ronstan may stop the supply of Goods to the Purchaser if the Purchaser's account is outstanding after the due date for payment or a predetermined credit limit has been reached.
22.4. The full purchase price for Goods or Services shall become immediately due and payable if the Purchaser is or becomes insolvent.
22.5. Ronstan may, at its sole discretion, withdraw credit facilities at any time.
22.6. Where payment by credit card is established a surcharge fee of 1.5% (+ GST) for Visa, and MasterCard, will apply and appear on your next statement.
23.1. This clause 12 is subject to the Express Warranty which forms part of this Agreement.
23.2. If liability for breach of a Prescribed Term is capable of exclusion it is hereby excluded.
23.3. If liability for breach of a Prescribed Term is capable of limitation it is hereby limited at the option of Ronstan to the repair or replacement of the Goods, or the cost of repairing or replacing the Goods, the resupply of the Services or the payment of the cost of resupplying those Services, as the case may be.
23.4. Subject to this Agreement and any Prescribed Terms which cannot be excluded or limited, the Purchaser shall indemnify and hold Ronstan harmless against all loss, damage and costs incurred by Ronstan resulting from any demands by any third party brought at any time arising from or otherwise concerning any of the Goods or Services.
24.1. Any taxes or Government charges imposed upon Ronstan relating to the supply of the Goods shall be an additional charge to the Purchaser.
25.1. All contracts with Ronstan shall be construed and interpreted in accordance with the laws of the State of Victoria, Australia.