Terms & conditions
General, Confidentiality and IP
1. The whole of the Agreement (“Terms”) between Oceanea Tools Pty Ltd trading as Spartan Leather Works Australia (“Spartan Leather”) and the Customer referred to in the Credit Application (“Customer”) is set out in the Credit Application, these Terms and Conditions as amended by Spartan Leather from time to time, and any terms which are implied and which by law cannot be excluded. Any other contractual terms of the Customer (whether in the Customer’s order or elsewhere) contrary to or inconsistent with the Terms shall not apply and are not a counter-offer.
2. The Terms apply to every sale of Goods to, or order for Goods placed by, the Customer and may only be varied by Spartan Leather in writing. Any order by the Customer for Goods constitutes unqualified acceptance of the Terms without exception. The Terms are binding on the parties, their legal successors and assigns, and are enforceable by and against the parties and those successors and assigns.
3. The Customer, any agent of the Customer, and any Guarantor/s agree:
(a) to keep confidential and not disclose to any other party (except as required y law) the Confidential Information of Spartan Leather;
(b) that any information/detail of Intellectual Property Rights of Spartan Leather that may be disclosed as part of this agreement remains the property of Spartan Leather and that they will not disclose to any third party, or use for their own benefit, any such information/detail;
(c) that any such disclosure will cause and/or has the potential to cause Spartan Leather loss and damage for which it will sue.
Orders & Price
4. The Customer shall pay the Price for the Goods ordered as at the date of order, in full without set-off or deduction. If Spartan Leather is only able to supply part of the Goods, then the Customer shall be liable for the Price for those goods supplied under a separate contract. The Customer shall not be relieved of any obligation to accept or pay for Goods, by reason of any delay in their delivery or dispatch.
5. The Customer shall pay any service fees charged to Spartan Leather for each credit card payment (or cheque) by the Customer, together with any additional credit card payment fee charged by Spartan Leather.
Payment & Delivery
6. The Customer shall pay each invoice for Goods supplied to it on or prior to the due date as set out in the Invoice, and must not withhold or delay any payment due to Spartan Leather for any reason whatsoever, including but not limited to any claim which the Customer asserts that it has against Spartan Leather or any money which it asserts is owed to it by Spartan Leather.
7. The Customer must pay all of Spartan Leather’s costs, expenses and disbursements incurred in enforcing the Customer’s obligations, and in recovering or attempting to recover any outstanding moneys (plus interest) from the Customer, including investigator’s fees, mercantile agents’ fees and commission, legal costs, interest, and disbursements on a full indemnity basis.
8. If any moneys owed by the Customer to Spartan Leather are overdue, or if the Customer becomes bankrupt, commits any act of bankruptcy, enters into a composition or arrangement with its creditors pursuant to laws relating to bankruptcy or insolvency, or has a liquidator, provisional liquidator, administrator, receiver, manager or controller appointed to it, then without derogating from any other rights Spartan Leather may have: Spartan Leather may without notice suspend or cancel delivery of any Goods, or vary or revoke the terms of the Customer’s credit; the Price for all orders by, and invoices issued by Spartan Leather to, the Customer shall immediately become due and payable to Spartan Leather as a liquidated debt; and Spartan Leather may continue to enforce its rights and recover from the Customer such payments and any other amounts owing as and when they fall due.
9. Delivery times/dates are estimates only, time shall not be of the essence in this regard. Spartan Leather is not under any circumstances liable for any delay or failure in the delivering of any Goods.
10. Delivery of Goods shall be deemed to have occurred upon the earlier of delivery to the Customer by Spartan Leather’s representatives, collection from Spartan Leather’s warehouse by the freight company or carrier nominated by Spartan Leather. The Customer shall pay all freight or carrier charges.
11. All risk in the Goods passes to the Customer upon delivery. The Customer shall make its own inquiries/investigations, and relies on its own judgment/expertise (not Spartan Leather’s), as to the compliance of the Goods with Australian/international laws and standards, and approval by Australian/international authorities.
12. Claims that Goods delivered are incomplete/damaged/defective must be made to Spartan Leather in writing within 14 days of delivery, failing which the Customer waives/relinquishes all rights to such claims, and the Goods shall be deemed delivered completely and free of any defect or damage after that time.
Cancellations
13. Each order placed or made by the Customer for the purchase of the Goods shall be irrevocable, and shall not be cancelled unless otherwise agreed by Spartan Leather in writing. No cancellation of any order (or part thereof) by the Customer shall be accepted by Spartan Leather unless the Customer has paid the cancellation charge determined by Spartan Leather at its sole discretion.
Returns
14. Customer shall not return any Goods to Spartan Leather for any reason unless:
(a) Prior written authorisation is obtained from Spartan Leather; and
(b) Goods are returned in undamaged condition and in the original packaging.
15. Customer shall pay all freight charges for any returned Goods, and shall be responsible for any damage to the Goods during return shipment. All returns must be sent to: Spartan Leather Australia at the nominated returns address in Australia or other address notified by Spartan Leather in writing to the Customer.
Property and the Personal Property Securities Act 2009 and Charging Clause
16. Title to and ownership of the Goods shall not pass from Spartan Leather or to the Customer, and Spartan Leather retains all legal and equitable rights in relation to the Goods, until the Customer has paid Spartan Leather all moneys which it is, or may be, actually or contingently liable to pay Spartan Leather, by way of cleared funds and without set-off, and until that time:
(a) Customer shall hold the Goods as Spartan Leather’s fiduciary/agent, and shall only resell the Goods in that capacity, in the ordinary course of business and on commercially reasonable terms. Customer has no right to commit Spartan Leather to any contractual relationship/liability to any third party, and shall account to Spartan Leather immediately after Goods are on-sold and proceeds of sale received, even if any credit period has not expired;
(b) Pending resale of the Goods the Customer shall keep the Goods separate from its own and those of third parties, properly stored, protected and insured, and in such a manner that the Goods are clearly identifiable as the property of Spartan Leather. The Customer shall receive all proceeds, including insurance proceeds and proceeds of proceeds, of any dealing with the Goods, in trust for Spartan Leather, shall keep such proceeds in a separate account until all actual or contingent liability to Spartan Leather has been discharged, and shall
account to Spartan Leather for such proceeds.
(c) Customer irrevocably authorises Spartan Leather to enter upon any premises and retake possession of the Goods and without notice to search for/remove any Goods. Customer indemnifies Spartan Leather, and shall keep it indemnified against any loss/claim relating to such entry and removal.
17. The Terms create a Security Interest in Goods, and Proceeds arising from any dealings with Goods, which secures payment of the Price, any interest/credit/
18. Charges payable for the Goods, and all moneys which the Customer is, or may be, actually or contingently liable to pay Spartan Leather, which attaches to the Goods or takes effect immediately upon delivery of the Goods to the Customer.
19. Spartan Leather is not obliged to give any notice, or provide any documents, required to be given to the Customer or others under the PPSA, including notice of a verification statement, unless the obligation cannot be excluded.
20. Spartan Leather may take any steps at its complete discretion to register/ protect/perfect/record, or better secure its position or any Security Interest in the Goods under the PPSA, and may by notice to Customer require Customer to:
(a) take all steps, provide information, produce documents and obtain consents;
(b) execute any notice, consent, document or amendment to these Terms; or
(c) do any other thing, that is reasonably necessary to:
(d) ensure that any Security Interest of Spartan Leather under these Terms or in relation to any Goods is enforceable;
(e) register, protect, perfect, record or better secure Spartan Leather’s position in respect of these Terms or in relation to any Goods;
(f) preserve the priority of any Security Interest of Spartan Leather under these Terms or in relation to any Goods; or
(g) overcome any defect or adverse effect arising in relation to the PPSA,
and the Customer must comply with the requirements of that notice, within the time stated in the notice, at the Customer’s cost and expense. Customer must reimburse Spartan Leather for any costs incurred by it in connection with this clause.
21. The Customer must notify Spartan Leather immediately if the Customer’s name, address, or any other information provided by the Customer changes. maltreatment, inattention or interference;
(b) Complete written notice of defects and proof of purchase of the Goods must be given to Spartan Leather within 14 days of delivery; and
(c) Goods must be returned to Spartan Leather in accordance with these Terms.
Definitions
22. The Customer charges all their legal, equitable rights, title and interest in any real Confidential Information means all information (in any form) of, related to Spartan Leather’ property now or in the future to secure payment of all monies payable to Spartan operations and business affairs including financial, budgetary, marketing, research and Leather.
Notifications
23. The Customer must notify Spartan Leather in writing within seven (7) days of:-
(a) Any alteration to the name or ownership of the Customer;
(b) The issue of any legal proceedings against the Customer;
(c) The appointment of any provisional liquidator, liquidator, receiver, receiver manager or administrator to the Customer; and
(d) Any sale or transfer of the business of the Customer, and the Customer shall be liable to Spartan Leather for all Goods supplied by Spartan Leather to the transferee of that business until notice of the change is received.
Warranties and Exclusion of Liability
24. The Customer acknowledges that the Goods are acquired for the purpose of re- supply, and not for the Customer’s own use, or for personal, domestic or household purposes.
25. To the fullest extent permitted by law, any express or implied warranty by Spartan Leather in relation to the Goods shall be limited to the warranty offered by the manufacturer of the Goods, with necessary amendments, and shall be strictly subject to the following conditions:
(a) The warranties shall not extend to defects that have not arisen solely from faulty materials or workmanship, where the Goods have received
26. To the fullest extent permitted by law, Spartan Leather’s liability in relation to Goods supplied to Customer is limited, at its complete discretion, to:
(a) in the case of Goods: the replacement of the Goods or the supply of equivalent Goods; the repair of the Goods; and the payment of the cost of replacing the goods or of acquiring equivalent Goods;
(b) in the case of services: the supplying of the services again; and the payment of the cost of having the services supplied again
27. Spartan Leather shall not be liable for any indirect, consequential or incidental loss, including without limitation loss of business, opportunity, profits and savings.
Further General
28. These Terms (as amended, and available at www.spartanleather.com.au constitute the entire agreement between the parties, and to the fullest extent permitted by law any other terms, statements, representations, conditions and warranties not expressly contained in these terms are excluded.
29. Spartan Leather’s failure or delay to exercise a right, remedy or power or right under these Terms or at law, to enforce or insist upon the timely performance of any of these terms, or to insist upon or demand timely payment of moneys when due, and any credit or forbearance extended by Spartan Leather to the Customer, shall not constitute a waiver of any subsequent default, or a waiver of Spartan Leather’s rights and powers under these Terms or at law.
30. These Terms shall be governed and interpreted according to the laws of New South Wales. Spartan Leather and the Customer submit to the jurisdiction of the Courts of New South Wales.
31. Notwithstanding that any provision of the Terms may prove to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason that provision is deemed omitted without affecting the legality of the remaining provisions and the remaining provisions of the Terms shall continue in full force and effect.
