Terms and Conditions of Trade
Application of Terms & Conditions of Trade
These terms & conditions of trade replace in their entirety any previous terms & conditions of trade published, issued or used by or any division or subsidiary of Suvarnabhoomi Pty Ltd.
These terms & conditions of trade apply to and govern all Agreements.
The Purchaser acknowledges that its acceptance of these terms & conditions of trade was a condition of Suvarnabhoomi Pty Ltd entering into each Agreement with the Purchaser and agreeing to supply Goods to the Purchaser.
Any Agreement may be varied only with Suvarnabhoomi Pty Ltd’s prior written consent.
Any order or offer made by any Purchaser:
Shall not be binding on Suvarnabhoomi Pty Ltd until confirmed by Suvarnabhoomi
Pty Ltd in writing or in such other
manner as Suvarnabhoomi Pty Ltd in its sole discretion determines; and Is subject to the availability of the subject Goods.
A tender or quotation submitted by Suvarnabhoomi Pty Ltd may at any time prior to acceptance of an offer by Suvarnabhoomi Pty Ltd in respect of the supply of Goods and/or services be varied or withdrawn by Suvarnabhoomi Pty Ltd. Clerical, typing or other errors made in, or in respect of, any tender or quotation shall be subject to correction by Suvarnabhoomi Pty Ltd and the corrected tender of quotation shall apply.
Subject to clause 1.6 a quotation or tender submitted by Suvarnabhoomi Pty Ltd shall remain valid for 30
days from the date of such quotation or tender.
Terms & conditions submitted by a Purchaser with a purchase order or otherwise do not form part of an Agreement unless expressly agreed in writing by Suvarnabhoomi Pty Ltd. These terms & conditions of trade will prevail over the Purchaser’s terms & conditions (if any).
The acceptance by a Purchaser of the supply by Suvarnabhoomi Pty Ltd of Goods and/or services shall constitute acceptance by the Purchaser of the supply by Suvarnabhoomi Pty Ltd of such Goods and/or services solely on these terms & conditions of trade.
Unless otherwise specified, all Agreements concerning the sale and/or delivery of Goods from, or to, outside of Australia shall incorporate Incoterms. In the event of any inconsistency between these terms & conditions of trade and Incoterms
(if Incoterms apply) then these terms & conditions of trade shall prevail.
he prices quoted by Suvarnabhoomi Pty Ltd for the supply of Goods and/or services exclude GST and any relevant duties unless expressly stated otherwise by Suvarnabhoomi Pty Ltd. All GST, other taxes and/or charges imposed and/or levied by or payable to any government or governmental authority upon or with respect to any Agreement, the Goods or other material described in any Agreement or the purchase price payable, shall be for the account of the Purchaser and shall be payable at the same time as the invoice from Suvarnabhoomi Pty Ltd to which they relate.
Any additions or increases in the cost of the supply of Goods and/or services as a result of any additions or increases in charges, duties, taxes (including the rate of GST) or costs associated with manufacture or supply of goods and/or services by Suvarnabhoomi Pty Ltd, including without limitation increases due to variations in exchange rates, the cost of transport or shipping, the cost of materials or labour and/or the cost of conforming with any relevant legislation, court orders, regulations or bylaws, between the date of Suvarnabhoomi Pty Ltd’s acceptance of the Purchaser’s order and the date of supply of the relevant Goods and/or services shall be borne by the Purchaser, even if the
Goods are sold on terms such as delivered or duty paid terms.
Unless otherwise stipulated, all references to dollars are references to the lawful currency of Australia (Australian dollars)
If any amount payable to Suvarnabhoomi Pty Ltd by the Purchaser is stated in a currency other than Australian dollars and due to direction or action of any government or governmental agency the rate(s) of exchange changes such that there is a reduction in the Australian dollar equivalent to be received by Suvarnabhoomi Pty Ltd in the currency other than Australian dollars, then Suvarnabhoomi Pty Ltd may by notice in writing cancel the relevant Agreement or require the Purchaser to wholly compensate and indemnify Suvarnabhoomi Pty Ltd in respect of such reduction.
It is acknowledged by the Purchaser that all communications and correspondence by what ever means, whether orally or in writing, by Suvarnabhoomi Pty Ltd quoting prices of Goods is indicative only unless such communication or correspondence expressly
states: that it is a firm offer; and that the offer has an expiry date; and uses the words “This offer
is subject to unilateral communicated acceptance within the validity period.”
Trade Credit Insurance
All Agreements or other transactions conducted where physical delivery of Goods subject thereof is made or proposed to be made prior to Suvarnabhoomi Pty Ltd being paid in full and in cleared funds in respect of such Goods shall be subject to this clause 3.
Suvarnabhoomi Pty Ltd may require the existence of a current and subsisting policy of trade credit insurance issued by QBE Insurance ( Australia) Ltd in favour of Suvarnabhoomi Pty Ltd covering the full amount and subject matter of any Agreement(s) or
transaction(s) between Suvarnabhoomi Pty Ltd and the Purchaser.
Suvarnabhoomi Pty Ltd may suspend from time to time some or all its obligations under these terms & conditions of trade or any Agreement with the Purchaser, including delivery of ordered Goods or offering further credit, in circumstances where no policy of trade
credit insurance as described in clause 3.2 subsists. The non-performance of obligations suspended by Suvarnabhoomi Pty Ltd is not a
breach of these terms & conditions of trade or any Agreement and the Purchaser remains bound by its obligations to Suvarnabhoomi Pty Ltd.
In order to accommodate increases in the value of trade between Suvarnabhoomi Pty Ltd and the Purchaser, the parties will use their best endeavours to obtain an increase in the maximum sum insured under any policy of trade credit insurance referred to in clause 3.2 (the credit limit) as may be required from time to time.
In the event that any Agreement or transaction is entered into (subsequent order(s)) which would cause the total amount owing by the Purchaser to Suvarnabhoomi Pty Ltd to be in excess of the credit limit and an increase of the credit limit can not be obtained prior to the credit limit being exceeded, the Purchaser must make payment to Suvarnabhoomi Pty Ltd of such earlier invoiced amounts as to ensure that any and all
subsequent orders would not cause the total amount owing by the Purchaser to Suvarnabhoomi Pty Ltd to be in excess of the credit limit.
If early payment is made by the Purchaser in accordance with clause 3.5, an early payment discount applies to the amount paid early at a rate of 5
percent per annum (unless otherwise agreed in writing) pro-rata, for the period between when early payment was received by Suvarnabhoomi Pty Ltd and when the payment would have otherwise been due and payable.
Orders and Payment
Once an order made by the Purchaser has been confirmed by Suvarnabhoomi Pty Ltd, it cannot be cancelled or modified
without Suvarnabhoomi Pty Ltd’s prior written consent.
In the event of a cancellation in accordance with clause 4.1, the Purchaser shall reimburse Suvarnabhoomi Pty Ltd for all costs, loss of profits and expenses incurred by Suvarnabhoomi Pty Ltd as a result of the cancellation whether such expenses were incurred before or after the date of cancellation. A certificate signed by or on behalf of Suvarnabhoomi Pty Ltd will be conclusive evidence of all such costs, loss of profits and expenses incurred by Suvarnabhoomi Pty Ltd.
In case of an F.O.B (free on board) Contract, the Purchaser is required to give shipping instructions to Suvarnabhoomi Pty Ltd in a reasonable time so as to allow for the provision of necessary shipping space; failing which Suvarnabhoomi Pty Ltd is entitled to
dispose of the subject Goods for the Purchasers account and risk.
The Purchaser shall be invoiced when the Purchaser is notified that the Goods are available for despatch or as Suvarnabhoomi Pty Ltd in its sole discretion otherwise considers acceptable.
All invoices shall be due and payable within the timeframe specified in the sales contract or other Agreement with the Purchaser. If no timeframe for payment is specified in the sales contract or Agreement, then the timeframe shall be 30 days from the date of invoice, or as Suvarnabhoomi Pty Ltd in its sole discretion considers acceptable.
The Purchaser shall not (nor shall it be entitled to) set off or deduct from any amount payable to Suvarnabhoomi Pty Ltd under any Agreement any amount(s) disputed by the Purchaser or any amount(s) owing or alleged to be owing by Suvarnabhoomi Pty
Ltd to the Purchaser on any account whatsoever.
Interest is payable to Suvarnabhoomi Pty Ltd by the Purchaser on any amount outstanding from time to time after the due date for payment at the rate of 4 percent per annum above the National Australia Bank Limited, Business Lending Base Rate, as current from time to time.
Until all monies due to Suvarnabhoomi Pty Ltd by the Purchaser on any account whatsoever are paid in full and title to the Goods passes to the Purchaser in accordance with these terms & conditions of trade, the Purchaser agrees that:
the Goods shall be held by the Purchaser in a fiduciary capacity as bailee for and on behalf of Suvarnabhoomi Pty Ltd;
the Purchaser irrevocably gives Suvarnabhoomi Pty Ltd and its agent(s) the right, without notice, to enter the premises of the Purchaser at any time for the purpose of inspecting, removing or taking possession of the Goods or any part of the Goods;
if Suvarnabhoomi Pty Ltd enters the Purchaser’s premises pursuant to clause 4.8.2 Suvarnabhoomi Pty Ltd and its agent(s) shall be entitled to use all reasonable force to gain access to the premises and shall not be liable for any damage or loss occasioned to the Purchaser or its premises and the Purchaser shall indemnify Suvarnabhoomi Pty Ltd and its agent(s) against any loss or damage suffered by any person, Suvarnabhoomi
Pty Ltd or its agent(s) arising from such repossession; the Purchaser shall store the Goods separately
from goods owned by the Purchaser and shall identify them as Goods of Suvarnabhoomi Pty Ltd;
if the Goods or any part of them have been on-sold by the Purchaser prior to all monies due to Suvarnabhoomi Pty Ltd having been paid then the proceeds or debtors of the Purchaser arising from such on-sales shall be the property of Suvarnabhoomi Pty Ltd and shall be held on a fiduciary basis and retained in a separate account payable to Suvarnabhoomi Pty Ltd on demand.
Where any payment is to be made by letter of credit, the Purchaser shall establish an irrevocable authority and confirmed letter of credit with a bank satisfactory to Suvarnabhoomi Pty Ltd. The letter of credit shall be in a form and upon terms satisfactory to Suvarnabhoomi Pty Ltd, shall be in favour of Suvarnabhoomi Pty Ltd, and shall provide that all payments be made only to the order of the negotiating bank.
Any letter of credit shall refer to the relevant Agreement or Suvarnabhoomi Pty Ltd’s invoice by number and authorise reimbursement to Suvarnabhoomi Pty Ltd for the amount thereof together with any amounts (if any) as may be advanced by Suvarnabhoomi Pty Ltd in respect of consular invoices, inspection fees and other expenditures. A letter of credit shall also provide for partial availments against partial deliveries and shall be maintained
for a period of not less than thirty days after the latest delivery under the relevant Agreement.
If any part of an amount owing to Suvarnabhoomi Pty Ltd is at any one time overdue, then the whole amount owing to Suvarnabhoomi Pty Ltd at that time is deemed immediately due and payable.
If Goods are delivered by Suvarnabhoomi Pty Ltd in accordance with clause 6 and because of an event or circumstance outside the control of Suvarnabhoomi Pty Ltd and the Purchaser such Goods, or part thereof, do not reach the port of destination within 30 days after the date that such Goods would have arrived at the port of destination in the ordinary course, then payment for such Goods or the affected part thereof
shall be made by the Purchaser by the date stipulated in clause 4.5 or within 60 days after the date that such Goods would have
arrived at the port of destination in the ordinary course.
Default and Termination
An event of default will have occurred under these terms & conditions of trade and under any Agreement if:
Any amount is outstanding and due and payable by the Purchaser to Suvarnabhoomi Pty Ltd but is unpaid;
The Purchaser fails to take delivery of any Goods in accordance with an Agreement;
The Purchaser fails to obtain any necessary import license or quota allocation in reasonable time so as to allow Suvarnabhoomi Pty
Ltd to perform its obligations under these terms & conditions of trade and any Agreement;
The Purchaser fails to provide any letter of credit, Bill of Exchange or any other security required by Suvarnabhoomi Pty Ltd from time to time;
Suvarnabhoomi Pty Ltd obtains unfavourable reports on the financial standing of the Purchaser;
The Purchaser dies or becomes incapacitated, or ceases, or indicates that it is about to cease, to carry on business;
The Purchaser fails to perform any of its obligations under these terms & conditions of trade or any Agreement including
failure to pay any amount by its due date;
An application is made or proceedings are initiated or a meeting (whether of shareholders, creditors or directors) is called with a view to winding the Purchaser up or placing the Purchaser in any kind of insolvency or other external administration;
The Purchaser becomes bankrupt or insolvent, goes into voluntary or compulsory liquidation or a step is taken to have a receiver,
receiver and manager, provisional liquidator, liquidator or administrator appointed to the Purchaser or any of its assets; or
Anything happens that reasonably indicates that there is a significant risk that the Purchaser is or will become unable to pay debts as they fall due. This includes execution or distress being levied against any income or assets of the Purchaser; a meeting of the Purchaser’s creditors being called or held; a step being taken to make the Purchaser bankrupt; and the Purchaser entering into any type of arrangement with, or assignment
for the benefit of, all or any class of its creditors, or being subject to a deed of company arrangement.
Upon the happening of an event of default, and without notice to the Purchaser:
Suvarnabhoomi Pty Ltd may terminate any Agreement with the Purchaser.
Suvarnabhoomi Pty Ltd may take steps to recover all outstanding monies, including engaging a mercantile agency or instituting legal proceedings. The Purchaser is liable for any costs of taking steps to recover the amount the costs of a mercantile agency,
court costs and legal costs on a full indemnity basis.
Interest will apply to recovery costs owing by the Purchaser to Suvarnabhoomi Pty Ltd at the rate of 4 percent per annum above the National Australia Bank Limited, Business Lending Base Rate, as current from time to time, from the date the costs are incurred.
Suvarnabhoomi Pty Ltd may elect to suspend from time to time some or all its obligations under these terms & conditions of trade or any Agreement with the Purchaser, including offering further credit, until full payment is received by Suvarnabhoomi Pty Ltd. The non-performance of obligations suspended by Suvarnabhoomi Pty Ltd is not a breach of these terms & conditions of trade or any Agreement and the
Purchaser remains bound by its obligations to Suvarnabhoomi Pty Ltd.
Suvarnabhoomi Pty Ltd shall be entitled as a condition of resuming delivery under any Agreement suspended in accordance with clause 5.2.4 to require prepayment of such security as it may in its sole discretion require for any further Agreements or outstanding Agreements, orders or deliveries.
Suvarnabhoomi Pty Ltd shall be entitled, without prejudice to any of its rights and remedies, to terminate in whole or
in part any Agreement to which the Purchaser is a party.
Suvarnabhoomi Pty Ltd may exercise all rights resulting from the failure to pay money at any later time despite the supply of
Goods by Suvarnabhoomi Pty Ltd after it becomes aware of a failure by the Purchaser to pay money.
The right to terminate an Agreement may be exercised concurrently with the suspension of obligations by Suvarnabhoomi Pty Ltd.
If an Agreement is ended because of the Purchaser’s default and the Purchaser owes Suvarnabhoomi Pty Ltd money, the
money becomes immediately payable immediately to Suvarnabhoomi Pty Ltd.
The acceptance by Suvarnabhoomi Pty Ltd of any payment from or on behalf of the Purchaser after the specified due date thereof
shall not constitute a waiver of the Purchaser’s obligations to make further payments.
In the event of such of such termination Suvarnabhoomi Pty Ltd shall, after taking into account payments made by the Purchaser, be entitled to be paid by the Purchaser for work done and expenditure made under the Agreement up to and including the date of termination and any direct and indirect loss suffered by Suvarnabhoomi Pty Ltd including without limitation Suvarnabhoomi Pty Ltd’s loss of profit on the Agreement and the legal costs of Suvarnabhoomi Pty Ltd (on a full indemnity basis) incurred in relation to the termination and any prior breach and in exercising
any rights and remedies as a consequence of the termination and any prior breach.
Termination of the Agreement pursuant to this clause 5 shall be without prejudice to the rights of
Suvarnabhoomi Pty Ltd accruing up to the date of termination.
Unless agreed otherwise in writing by the parties, where an Agreement incorporates Incoterms, delivery will be deemed to have occurred immediately when Suvarnabhoomi Pty Ltd has fulfilled its obligations as to delivery pursuant to Incoterms.
Unless agreed otherwise in writing by the parties, where an Agreement does not incorporate Incoterms:
Unless otherwise agreed, where the Purchaser has nominated an address for delivery, Suvarnabhoomi Pty Ltd
shall deliver the Goods to that nominated address.
Delivery of Goods will be deemed to have occurred immediately when the Goods are collected by a carrier on behalf of the Purchaser or are delivered by Suvarnabhoomi Pty Ltd or a carrier acting on behalf of Suvarnabhoomi Pty Ltd to the Purchaser’s
business premises or site whether attended or not.
The following shall be conclusive evidence of delivery:
A certificate purporting to be signed by an officer, employee or agent of Suvarnabhoomi Pty Ltd confirming delivery of the Goods; or
A receipt or signed delivery docket for the Goods.
If a nominated address is unattended or if delivery cannot otherwise be effected or the Goods cannot be despatched due to any act, matter or thing beyond the control of Suvarnabhoomi Pty Ltd, Suvarnabhoomi Pty Ltd in its sole discretion may store the goods at the Purchaser’s risk and expense or take such other steps as it considers appropriate.
Suvarnabhoomi Pty Ltd reserves the right to refuse to supply Goods and/or services under an Agreement if a Purchaser is in
default of any of its payment obligations under any one or more Agreements.
Suvarnabhoomi Pty Ltd reserves the right to choose or vary the means, route and procedure of delivery, transport and handling of Goods. If the Purchaser requires a different means, route or procedure, the cost of delivery shall be borne by the Purchaser notwithstanding any
other provision of these terms & conditions of trade or an Agreement.
Suvarnabhoomi Pty Ltd may supply Goods and/or services in instalments and these terms & conditions of trade shall apply to each and every supply of Goods and/or services. Each instalment shall be deemed to be sold under a separate Agreement and shall be paid for separately by the Purchaser. Any default by Suvarnabhoomi Pty Ltd in respect of any part delivery or instalment shall not entitle the Purchaser to treat the Agreement as repudiated in regard to the balance of the Goods delivered under the Agreement or instalments remaining to be delivered.
Any delivery or completion dates stated are estimates only and are not essential terms of any Agreement. Suvarnabhoomi Pty Ltd shall make all reasonable efforts to meet any date for supply of Goods and/or services agreed between Suvarnabhoomi Pty Ltd and the Purchaser.
Where a delay to supply Goods and/or services occurs, in no event shall Suvarnabhoomi Pty Ltd incur any
liability or penalty for failure to supply Goods and/or services by an agreed time.
If the Purchaser fails to take delivery of the Goods and this continues for 60 days or more, Suvarnabhoomi Pty Ltd may resell those Goods. The Purchaser must pay to Suvarnabhoomi Pty Ltd any difference between the original sale price of the Goods and the resale price of the Goods after deduction of a restocking fee of 15 percent of the original sale price of the Goods.
The prices include the cost of packing the Goods in accordance with Suvarnabhoomi Pty Ltd’s standard practice. If the Purchaser requires the Goods to be provided in any other manner the cost of the packing shall be the responsibility of the Purchaser. Suvarnabhoomi Pty Ltd shall not be liable for any damage or loss occurring as a result of goods being packed in accordance with the Purchaser’s instructions.