For (Non Exclusive) Wholesale Supply of Goods
These Terms & Conditions (T&Cs) apply to each supply of goods by Biologi Pty Ltd (we, our or us) to a wholesaler (you or your).
- Scope of these T&Cs
These T&Cs apply to all goods we supply to you. To the extent of any inconsistency, they override the terms or conditions in any email, letter, purchase order or other document.
- Prices and other details in any quotation, pro forma invoice or other document that we provide are valid for the time period stated in the document or 30 days (whichever is shorter).
- Nothing in these T&Cs requires us to fulfill an order. Even if we provide a quote, we reserve the right to refuse to fulfill any order.
- All our prices include GST.
You will not use the name “biologi” or any of our trademarks without our prior written permission. Before we consider allowing your use of “biologi” or any trademark, you must provide us with all the details we request of the intended use. We may choose to allow you to use “biologi” or any trademark in our sole discretion and we may put any condition we want on your use. At any time, we may require you to immediately stop using “biologi” or any of our trademarks.
- Price Increases
We will notify you if our costs increase between the date of your order and the date the goods are ready for delivery. We will not fulfill the order until you reply confirming the increased price. Alternatively, you may cancel the order. We will not be liable for your losses arising out of the price increase.
- Minimum Order Quantity
For your first order from us, you must purchase at least 20 of each product you order. Your subsequent orders must equal or exceed $2,000 every 2 months.
- Shipping Cost and Delivery
We may in our sole discretion charge a shipping fee on any order. Our shipping fees will be displayed on our website.
We will use reasonable efforts to deliver the goods at the place and time described in your order. We will not be liable for your losses arising out of any delay or failure to deliver the goods.
- Risk in the Goods
Risk in goods passes to you when you delivered to the place described in your order.
- Return of Goods
We give the warranties and guarantees for the goods that are required by the Australian Consumer Law. All other warranties and guarantees are expressly excluded. If any clause in these T&Cs contradicts the Australian Consumer Law, that clause will be read down to the extent that it is no longer contradictory.If you do not notify us of a problem with goods within 7 days of delivery of the goods, you will be deemed to have waived any problem with the order or the goods and you agree to pay for those goods in full.
- Payment Terms
You must pay us for ordered goods prior to dispatch, unless otherwise agreed. You can pay by EFT, Credit Card or Paypal. We pass on any transaction fee to you and it will be payable at the same time as the ordered goods.
Although we may deliver goods, until you pay for them:
- we will retain ownership and title of the goods;
- you hold the goods on our behalf as fiduciary bailee; and
- if you fail to pay for the goods in accordance with these T&Cs, we may require you to immediately return the goods or make them available for our collection. We will not be liable for your losses arising out of such an event.
You may deal with goods in the ordinary course of your business. You will hold the proceeds of sale or trade of goods on trust for us until you pay for them.
- Personal Property Securities Act
Under the Personal Property Securities Act 2009 (Cth) (PPSA):
- these T&Cs constitute a security agreement;
- you grant us a purchase money security interest in the goods and any proceeds; and
- we may register a financing statement on the Personal Property Securities Register (PPSR).
You will provide information and do anything we reasonably require for us to register, maintain and enforce our security interest.
- Provision of Information under PPSA
- You waive the requirement for us to give you a verification statement (section 157 of the PPSA);
- upon request, you will provide us with a waiver waiving the requirement that we give you notices under section 95, 118, 121, 130, 132 or 135 of the PPSA (section 144 of the PPSA); and
- neither you nor we will provide interested persons with information relating to our security interest (section 275 of the PPSA).
- Terms Defined in the PPSA
Terms defined in the PPSA (including purchase money security interest, verification statement, proceeds and various other terms) have the same meaning when used in these T&Cs.
- Enforcement Expenses
- If you fail to pay any money to us as required by these T&Cs, the outstanding amount will incur interest calculated at 10% per annum from the due date to the date the amount is actually paid, payable together with the outstanding amount.
- Upon our request you will immediately pay all expenses (including lawyer’s fees) we incur
enforcing our rights under these T&Cs.
- Goods Supplied for Wholesale
You confirm you are purchasing the goods on a wholesale basis to on-sell or re-supply to your customers.
- Limitation of liability
Our liability for any loss or damage you suffer (whether due to negligence, breach of contract or breach of statute) is limited to our option to:
- replace goods or supply equivalent goods;
- repair goods; or
- pay you the cost of having the goods replaced or repaired; and
- Scope of these T&Cs
in addition, we are not liable for any indirect, incidental, special and/or consequential losses, liability, costs or damages; any loss of business opportunity, production, profits or savings; or any reasonably foreseeable losses that you incur because of any goods.
- No Obligation
Nothing in these T&Cs requires us to offer you any of our goods or services, sell you any of or goods or services or fulfill any order you make for our goods and services. We can offer, sell and fulfill orders in our sole discretion. We will promptly advise you if we will not fulfill an order.
We may vary these T&Cs at any time by giving you written notice. The variation will only affect orders made after you receive the notice.
- Entire Agreement
These T&Cs are the only terms and conditions that apply to our sale to you, and supersede any prior understanding, arrangement, representation or agreement between us or any terms or conditions in any order form or email.
Any clause in these T&Cs that is invalid, illegal or unenforceable will be read down so that it is valid, legal or enforceable and if reading down is not possible, it will be removed without affecting the other clauses.
The laws of Queensland govern these T&Cs. The courts Queensland have the non-exclusive jurisdiction to hear and resolve disputes about these T&Cs.
- Suspension of Service
If you breach any clause of these T&Cs, we reserve the right to cease supplying you with goods (including the supply of any goods ordered but not yet delivered).