SALES TERMS AND CONDITIONS

Acemate Pty Ltd t/a Bauly Chemicals
ABN: 34 133 894 112

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

“Buyer” or “Customer” means the person, firm, corporation or other entity purchasing Goods or services from the Seller and includes the Customer’s successors, assigns, subsidiaries, related bodies corporate, associated entities, servants, agents, contractors and subcontractors;

“Seller” or “Company” means Acemate Pty Ltd t/a Bauly Chemicals (ABN 34 133 894 112), its successors, assigns, subsidiaries, related bodies corporate and associated entities;

“Goods” means all goods, products, materials, equipment, components and services supplied or to be supplied by the Seller to the Buyer pursuant to any Contract;

“Contract” means any contract for the supply of Goods formed between the Seller and the Buyer incorporating these Terms and Conditions;

“GST” means the tax imposed by A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time;

“Order” means any order placed by the Buyer requesting the supply of Goods;

“Delivery” occurs when the Goods are dispatched from the Seller’s premises or made available for collection by the Buyer, whichever occurs first;

“PPSA” means the Personal Property Securities Act 2009 (Cth) as amended from time to time;

“Security Interest” has the meaning given to that term in the PPSA.

1.2 Interpretation

References to statutes include references to any statutory modification, consolidation, re-enactment or substitution thereof.

2. APPLICATION AND ENTIRE AGREEMENT

2.1 Entire Agreement

The Seller accepts the Buyer’s order on these Terms and Conditions which, together with the acceptance, constitutes the entire agreement between the Seller and the Buyer. It is expressly agreed that there are no other understandings, representations, or warranties of any kind (express or implied) forming part of this Contract.

2.2 Governing Terms

All Contracts between the Seller and the Buyer shall be governed by these Terms and Conditions unless the Seller and the Buyer expressly vary any of these conditions by written agreement signed by both parties. Any variation in writing shall not alter any conditions not specifically addressed in the agreement.

2.3 Application

These Terms and Conditions apply to all Contracts and no variation shall be effective unless agreed to in writing and signed by an authorized officer of the Seller.

2.4 Quotations

Any quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or vary any quotation without notice.

2.5 Severability

If any provision of these Terms and Conditions is held to be illegal or unenforceable for any reason, such illegality or unenforceability shall affect only that specific provision, and the remainder shall remain in full force and effect.

2.6 Precedence of Terms

The Seller does not accept any conditions of purchase which the Buyer may state on their order form that contradict these Terms and Conditions, specifically:

(a) Any condition in the Buyer’s order which is inconsistent with, qualifies, or contrary to these conditions shall have no effect unless expressly accepted in writing by the Seller;

(b) Any variation, waiver, or cancellation of the Buyer’s order shall have no effect unless accepted in writing by the Seller. Where the Seller accepts cancellation, the Seller may levy a handling charge of up to 10% of the price;

(c) Where the Buyer and the Seller agree to a variation in the quantity of the Goods, the Goods shall be priced either at the rate applicable to the original quantity or the revised quantity at the absolute discretion of the Seller.

3. PURCHASE ORDERS AND ACCEPTANCE

3.1 Purchase Order Requirements

To obtain supply of the Goods, the Buyer must issue a written purchase order to the Seller in the form requested by the Seller (unless otherwise agreed). The Buyer’s acceptance of the Seller’s quotation via email or phone constitutes a valid purchase order.

3.2 Purchase Order Specifications

The purchase order must specify:

The quantity (complying with any minimum order sizes specified by the Seller)
The nature of the Goods required
The requested delivery date and address

3.3 Acceptance

No order placed by the Buyer shall be deemed accepted until confirmed in writing by the Seller or until the Seller dispatches the Goods, whichever occurs first. The Seller may, in its absolute discretion, accept or reject any purchase order.

3.4 Amendment and Cancellation

A purchase order may only be amended or cancelled with the written consent of the Seller, such amendment or cancellation to be on terms (including fees) specified by the Seller in its reasonable discretion.

4. PRICING, INVOICING AND PAYMENT TERMS

4.1 Payment Terms

Unless otherwise agreed in writing, payment is due within fourteen (14) days of the date of invoice without deduction, set-off, counterclaim or withholding. Time for payment is of the essence.

Alternative payment terms may be notified by the Seller:

Payment before delivery
Within 7 days of invoice date (Net 7)
Within 21 days of invoice date (Net 21)
Within 30 days of invoice date (Net 30)
Other payment terms as agreed by the parties

4.2 Payment Methods

Payment shall be made by electronic funds transfer or direct debit to the Seller’s designated account.

4.3 Pricing

Unless otherwise agreed in writing, the price charged for the Goods shall be the price as determined by the Seller at the date of invoice. Any price indications or price lists are subject to alteration in accordance with the price ruling at that date.

4.4 Taxes and Duties

All prices are strictly net of GST and exclusive of taxes, duties, and other imposts which, if chargeable, are payable by the Buyer whether imposed before or after acceptance of the order.

4.5 Currency

If the Goods are exported, the price and other moneys due by the Buyer shall be paid in Australian currency.

4.6 Late Payments and Default

If payment is not made by the due date, the Seller may, without prejudice to any other rights:

(a) Interest Charges: Charge interest on overdue amounts at the rate of four percent (4%) per annum above the Penalty Interest Rate prescribed under the Penalty Interest Rates Act 1983 (Vic), calculated daily and compounded monthly from the due date until payment in full;

(b) Acceleration: All amounts owing by the Buyer to the Seller (whether or not due for payment) shall immediately become due and payable;

(d) Account Restrictions: Suspend or close any Buyer account and cancel any outstanding orders including orders partly fulfilled;

(e) Credit Restrictions: Restrict or withhold the sale of further Goods on credit;

(f) Payment Appropriation: Apply any payment received from the Buyer toward any debt owing by the Buyer to the Seller;

(g) Recovery Costs: The Buyer shall be liable for all expenses and legal costs on a solicitor and own client basis incurred by the Seller in collection of overdue amounts, including collection agency fees and court costs;

(h) Contract Rescission: Rescind this Contract or any other contract between the Seller and the Buyer;

(i) Advance Payment Demands: Demand payment of arrears and advance payment for any undelivered Goods before proceeding with manufacture or making further deliveries.

4.7 Set-off Restrictions

The Buyer may not withhold payment of any invoice or part thereof by reason of any dispute, set-off, cross-claim, counterclaim or for any other reason whatsoever.

5. DELIVERY, RISK AND RETENTION OF TITLE

5.1 Delivery Location

Unless otherwise agreed in writing, the Goods shall be delivered to the Buyer at the store, warehouse, works, or pre-arranged address specified by the Buyer. The Seller will quote separately for any delivery costs payable by the Buyer.

5.2 Collection Option

The Buyer may collect the Goods from the Seller’s premises with a pickup docket issued by the Seller.

5.3 Delivery in Installments

The Seller is not obliged to deliver the ordered Goods in one installment and may elect to deliver the Goods in any number of installments.

5.4 Delivery Timeframes

The Seller will make all reasonable efforts to deliver Goods on the agreed date, but shall not be liable for any failure to deliver or delay in delivery for any reason.

5.5 Risk Transfer

Risk in the Goods passes to the Buyer upon Delivery, being when: (a) The Goods pass the entrance of the Buyer’s premises; or (b) The Goods are delivered to the Buyer, their agent, or a carrier commissioned by the Buyer.

5.6 Buyer’s Delivery Obligations

The Buyer shall, at their expense, provide labor, necessary equipment, and reasonable access to the delivery point for prompt offloading of Goods.

5.7 Carrier Delivery

If the Seller contracts with a carrier for delivery, delivery to the carrier constitutes delivery to the Buyer in all circumstances.

5.8 Retention of Title

Notwithstanding delivery or any other circumstance, legal and equitable title to all Goods shall remain vested in the Seller until payment in full of all money owing by the Buyer to the Seller on any account whatsoever.

Until title passes to the Buyer: (a) The Buyer holds the Goods as bailee and fiduciary agent for the Seller; (b) The Buyer must store the Goods separately and in a manner that clearly identifies them as the Seller’s property; (c) The Buyer must insure the Goods for their full replacement value against loss and damage; (d) The Goods must be kept free from all encumbrances and charges.

5.9 Rights of Entry and Repossession

The Buyer authorizes the Seller to: (a) Enter any premises where the Goods are located to inspect or repossess the Goods without liability for trespass or otherwise; (b) Enter any premises without notice and repossess the Goods if the Buyer is in breach of any agreement with the Seller.

5.10 Proceeds of Sale

If the Buyer sells or otherwise disposes of the Goods before title passes: (a) The Buyer does so as agent and trustee for the Seller; (b) The Buyer must account to the Seller for all proceeds received; (c) The Buyer must hold such proceeds in a separate identifiable account as trustee for the Seller.

5.11 Delayed Collection

If delivery is delayed beyond fourteen (14) days from the date Goods are ready for dispatch due to the Buyer’s act, omission, breach, or default, the Seller may: (a) Store the Goods with costs payable by the Buyer on demand; or (b) Terminate the Order without liability to the Buyer.

5.12 Environmental Compliance

Upon delivery, the Buyer covenants to comply with all relevant environmental laws, regulations, permits, and licenses pertaining to storage and handling of the Goods, and to ensure all necessary safety measures are implemented.

6. PERSONAL PROPERTY SECURITIES ACT (PPSA)

6.1 Security Interest Creation

The Seller and Buyer acknowledge that these Terms and Conditions create a Security Interest in favour of the Seller in the Goods and their proceeds.

6.2 Registration and Consents

(a) The Buyer consents to the Seller registering its Security Interest on the Personal Property Securities Register; (b) The Buyer will be named as the Grantor of that Security Interest; (c) The Buyer waives its right under section 157 of the PPSA to receive notice of any verification statement.

6.3 Buyer’s Obligations

The Buyer agrees to do all things necessary to ensure the Seller’s Security Interest is enforceable, perfected and maintains its priority.

6.4 PPSA Exclusions

The parties agree to exclude the following sections of the PPSA: (a) Section 95 (Notice of Removal of Accession); (b) Section 130 (Notice of Disposal of Collateral); (c) Section 132(4) (Statement of Account); (d) Section 135 (Notice of Retention of Collateral); (e) Section 143 (Reinstatement of Security Agreement).

6.5 Waiver of Rights

Until title passes, the Buyer waives any right to receive notice of any action taken by the Seller under the PPSA.

7. RETURNS, WARRANTIES AND LIABILITY

7.1 Return of Goods for Credit

Unless clause 7.2 applies, Goods supplied in accordance with the Buyer’s order can only be returned with the express written approval of the Seller:

(a) Requests must be submitted in writing within 10 days from delivery; (b) Goods must be returned at Buyer’s expense in original condition and packaging; (c) Original invoice number must be quoted; (d) The Seller may levy a restocking fee up to 15% at its absolute discretion; (e) Specially imported or procured Goods cannot be returned except by prior written approval; (f) No credits processed without a Goods returned docket.

7.2 Warranty Period and Claims

The Seller provides a warranty period of 12 months from the date of supply. For warranty claims: (a) The Buyer must advise the Seller in writing of the precise nature of any fault within the warranty period; (b) Claims must be made within seven (7) days of delivery, failing which the Buyer is deemed to have accepted the Goods; (c) Contact for warranty claims: 49 Watts St, Box Hill VIC 3128, Phone: 03 9899 9526, Email: adblue@bauly.com.au.

7.3 Limitation of Liability

To the fullest extent permitted by law, the Seller excludes all conditions, warranties, guarantees, rights, remedies, liabilities and other terms whether express, implied or imposed by statute, common law, equity, trade, custom or otherwise.

The Seller shall not be liable for: (a) Any losses arising from supply, partial supply, non-supply, or delay in supply; (b) Loss or damage from recommendations or suggestions provided; (c) Loss or damage if Goods are not fit for purpose; (d) Loss or damage arising from the Buyer’s acts, omissions, or negligence; (e) Loss or damage due to misuse of the Goods; (f) Any consequential, indirect, special, punitive or exemplary loss or damage including loss of profits, revenue, business, contracts, anticipated savings, goodwill, or reputation.

7.4 Liability Cap

The Seller’s total liability for any loss or damage, howsoever caused, shall not exceed the invoice value of the Goods giving rise to the claim.

7.5 Remedy Limitations

Where statute implies warranties that cannot be excluded, the Seller’s liability is limited, at the Seller’s option, to: (a) Replacement of the Goods or supply of equivalent Goods; (b) Repair of the Goods; or (c) Payment of the cost of replacing or repairing the Goods.

7.6 Third-Party Manufacturer Guarantees

For Goods not manufactured by the Seller, the Buyer is entitled only to such benefits as the Seller may receive under any guarantee from the manufacturers.

7.7 Warranty Exclusions

The warranty does not cover damage from: (a) Misuse, accident, neglect, or improper operation; (b) Improper maintenance, installation, modification, or adjustment; (c) Storage or installation not carried out in accordance with the Seller’s guidelines; (d) Combination of Goods with other products.

8. BUYER INDEMNITIES

8.1 General Indemnity

The Buyer indemnifies the Seller, its officers, agents, and representatives against any loss, claim, demand, liability, damage, or expense arising from: (a) Any misuse of the Goods; (b) Any handling, storage, or transport of the Goods; (c) Any act, omission, or negligence of the Buyer; (d) Any breach by the Buyer of any agreement with the Seller; (e) Any representation by the Buyer as to how the Goods will be used; (f) Any death or injury due wholly or partly to the Buyer’s acts, omissions, or negligence.

8.2 Intellectual Property Indemnity

The Buyer warrants that any specifications, designs, plans or instructions provided do not infringe intellectual property rights and indemnifies the Seller against all claims arising from such infringement.

8.3 Repossession Indemnity

The Buyer indemnifies the Seller against any claim arising from the Seller exercising its right to enter and repossess Goods.

9. SHORTAGES AND TRANSIT DAMAGE

9.1 Shortages

Liability for quantity shortages is limited to making up the shortages. Claims must be made in writing within 7 days of delivery with reasonable opportunity for investigation.

9.2 Transit Damage

(a) Claims for transit damage must be made against the carrier; (b) Before acknowledging delivery, ensure complete consignment is received; (c) Endorse carrier’s note for any shortage or visible damage; (d) Ensure all products are in good order within 7 days of receipt; (e) No claims considered after 7 days of receipt.

10. DEFAULT AND INSOLVENCY

10.1 Insolvency Events

The Buyer must immediately notify the Seller of any insolvency event, including appointment of administrator, trustee, or liquidator.

10.2 Events of Default

The following constitute events of default: (a) Failure to pay any amount when due; (b) Breach of any term of these Terms and Conditions; (c) Commission of any act of bankruptcy; (d) Going into liquidation or administration; (e) Petition for sequestration or winding up; (f) Deregistration (if a company); (g) Assignment of property for creditors’ benefit; (h) Appointment of receiver or official manager.

10.3 Seller’s Rights on Default

Upon any event of default, the Seller may immediately and without notice: (a) Cease production/supply of Goods; (b) Decline to deliver Goods or any balance thereof; (c) Stop Goods in transit; (d) Suspend or terminate all obligations to the Buyer; (e) Terminate agreements without liability; (f) Enter premises and repossess Goods regardless of title; (g) Sell ordered Goods elsewhere and recover price differences; (h) Exercise all rights under the PPSA.

11. CREDIT ASSESSMENT AND PRIVACY

11.1 Credit Information Disclosure

If Goods are supplied on credit, the Seller may disclose credit information to credit reporting agencies for assessment and account management purposes. The Buyer authorizes such disclosure.

11.2 Credit Reports and Disclosure

The Seller may: (a) Obtain consumer credit reports about the Buyer; (b) Disclose credit reports to credit providers, debt collectors, or insurers; (c) Collect information from credit reporting businesses.

11.3 Disclosable Information

The Seller may disclose: (a) Buyer’s name, contact details, and directors’/managers’ details; (b) Credit limits and overdue payments; (c) Bank account information and dishonored payments; (d) Information about cessation of supply.

11.4 Credit Assessment Rights

The Seller may: (a) Refuse credit based on credit assessment; (b) Change credit limits or stop credit at any time; (c) Periodically review and adjust credit limits without notice.

11.5 Privacy Compliance

The Seller will handle personal information in accordance with the Privacy Act 1988 (Cth) and applicable privacy laws. Contact the privacy officer at 49 Watts St, Box Hill VIC 3128 for privacy-related matters.

12. FORCE MAJEURE

The Seller shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including:

Acts of God, fire, armed conflict
Labor disputes, civil commotion
Government intervention
Inability to obtain labor, materials, or facilities
Accidents, transportation interruptions
Any other cause beyond the Seller’s control

13. COMPLIANCE AND REGULATORY MATTERS

13.1 Buyer’s Compliance Obligations

The Buyer is solely responsible for obtaining necessary permits and complying with all legislation, regulations, and rules regarding installation and operation of the Goods.

13.2 AdBlue® Storage Requirements

AdBlue® supply and storage must comply with standard ISO22241.1. The Buyer must ensure:

Storage out of direct sunlight
Protection from air and equipment contamination
Storage in well-closed or properly vented containers with filters

13.3 Change of Legal Entity

The Buyer must notify the Seller in writing of any change in legal entity and complete a new credit application if requested. Failure to notify results in continued liability of the previous entity.

14. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

14.1 Intellectual Property Ownership

All intellectual property rights in the Goods (including formulations and specifications) are owned by the Seller. Nothing transfers ownership of intellectual property from the Seller to the Buyer.

14.2 Confidential Information

Each party must treat confidential information received as confidential and not use, exploit, or disclose it except as necessary for performance under these Terms or with prior written consent. These obligations survive termination.

15. CONSUMER LAW

15.1 Consumer Guarantees

Where the Buyer is a “consumer” under the Australian Consumer Law, the mandatory consumer guarantees apply:

“Our Goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.”

15.2 Business Purpose Exclusion

The Competition and Consumer Act 2010 (Cth) will NOT apply if the Buyer acquired the Goods for business purposes. The Buyer agrees to include similar provisions in its conditions of sale and indemnifies the Seller for any failure to do so.

16. GENERAL PROVISIONS

16.1 Amendment Rights

The Seller may change these Terms and Conditions at any time by giving seven (7) days written notice to the Buyer.

16.2 Errors and Omissions

Clerical errors in quotations, acknowledgments, or invoices are subject to correction. Claims for credit on incorrect prices must be made within 3 months of invoice date.

16.3 Joint and Several Liability

Where the Buyer consists of multiple parties, liability shall be joint and several.

16.4 Assignment

The Seller may assign its rights without the Buyer’s consent. The Buyer may not assign its rights without the Seller’s written consent.

16.5 Waiver

Any waiver must be in writing and shall not constitute a waiver of any other breach.

16.6 Notices

Notices must be in writing and delivered to the address specified or such other address as notified in writing.

16.7 Severability

If any provision is unenforceable, the remainder shall remain in full force and effect.

17. SELLER’S DISCLAIMERS

17.1 Accuracy and Illustrations

While every effort is made to ensure accuracy, errors in product details may occur. All images are for illustrative purposes only.

17.2 Trademarks

Logos, pictures, and trademarks are the property of their respective owners.

17.3 Amendment Rights

The Seller reserves the right to modify product information without notice. No staff member has authority to alter these Terms and Conditions.

18. GOVERNING LAW AND JURISDICTION

This Contract and these Terms and Conditions are governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the Victorian courts.

© Acemate Pty Ltd t/a Bauly Chemicals
ABN: 34 133 894 112
Address: 49 Watts Street, Box Hill VIC 3128
Phone: 03 9899 9526
Email: adblue@bauly.com.au