Stoller Australia Pty Ltd
Terms and Conditions of Sale
All goods will be sold at the then prevailing price list. It is your responsibility to ensure that the price list is current. If a different price has been quoted by Stoller, such quote will be valid for 14 days from the date of the quote. All prices are exclusive of any delivery costs (including freight,
loading and insurance) and government charges (including GST) which, if applicable, will be for your account.
You may apply for a trading account. Unless and until such trading account is accepted, terms of sale are cash on delivery.
If Stoller accepts your application for a trading account then payment for any goods supplied on account will be due and payable on the last
business day of the month following Delivery.
All goods will be supplied ex designated Stoller warehouse with you to arrange for Delivery. Risk passes on Delivery.
You acknowledge that any time or date quoted by Stoller for availability of goods ex designated Company warehouse is an estimate only and
Stoller shall not be liable for any loss or damage howsoever arising as a result or consequence of any failure to supply all or part of the goods
on a particular date or at a particular time. If Stoller determines that it is or may be unable to supply within a reasonable time or at all the
agreement may be cancelled by it. In the event of cancellation you shall have no claim against Stoller for any damage loss cost or expense
If you default in payment of any invoiced amount, Stoller reserves the right to suspend all further supply until payment in full.
If you are in default and have a trading account, that account will be terminated on two business days written notice from Stoller.
If payment in full is not made by the due date, then without limiting any other rights of Stoller, you will pay to Stoller, interest on the amount
outstanding or on so much thereof as remains outstanding calculated from the due date of payment until payment is made in full. The annual
rate of such interest shall be 2% above the ANZ Bank Business Reference rate as published from time to time such interest to be calculated
daily and payable monthly. If the ANZ ceases to publish such rate, then the rate shall be that set in Rule 261 of the South Australian Supreme
Court Civil Rules 2006. All costs of collection (including, but not limited to, legal costs incurred by Stoller in respect of any overdue amount) are
recoverable from you by Stoller as a debt immediately due, owing and payable to Stoller by you on a full indemnity or solicitor-client basis at
Whilst the Goods are in your possession and control, they shall be stored out of sunlight in such a way as to maintain their chemical composition
and effectiveness. You will follow the instructions of Stoller in this regard.
It is your responsibility to verify that the quantity and type of goods supplied is in accordance with your order. Any claim for short or wrongful
supply of goods must be notified by you to Stoller in writing within 14 days of Delivery and include full particulars and substantiation of the claim.
Any claim which you do not notify or substantiate within the time aforesaid (time being of the essence) shall be deemed to have been absolutely
7. IMPLIED TERMS
To the extent permitted by law, all conditions and warranties however expressed or implied are expressly excluded and negatived. Where the
liability of Stoller for a breach of a condition or warranty cannot be excluded, it will be limited, at Stoller’s option, to the replacement or repair of
the Goods or the cost of replacing or rectifying the goods or of acquiring equivalent goods.
8. INDIRECT LOSS
So far as the law permits Stoller shall not be liable in any way whatsoever for any indirect or consequential loss or loss of profit including, in
particular, but not limited to, any loss by reason of delay, defective or faulty ingredients or workmanship, negligence or any act, matter or thing
done, permitted or omitted to be done by Stoller.
9. PROPERTY AND OWNERSHIP OF THE GOODS
Property in the Goods will pass on payment in full for the Goods.
Until payment, property remains with Stoller and you will hold the Goods as fiduciary bailee of Stoller.
Until property and ownership of the goods passes to you, you must store the Goods in such a way that they are readily identifiable as the goods
of Stoller. Whilst so stored, you may deal with the Goods in the ordinary course of your business.
When Goods are sold, money received for the Goods must be held in a separate account on trust for Stoller.
10. PERFORMANCE AND RESPRESENTATIONS
You acknowledge that neither Stoller nor any person purporting to act on its behalf has made any representation or given any promise or
undertaking which is not expressly set out in writing either in respect of the fitness of the goods for any particular purpose or any other matter.
Any waiver by Stoller under this Agreement must be in writing and signed by Stoller. Failure by Stoller to insist upon strict performance of any
term warranty or condition of this agreement shall not be deemed a waiver thereof or of any rights Stoller may have and no express waiver shall
be deemed a waiver of any subsequent breach of any term, warranty or condition
Any notice to be given by one party to the other must be signed by the party giving the notice or by one of its officers or its duly authorised
lawyer or agent and must be hand delivered or sent by prepaid post or sent by electronic mail to the address or electronic mail address (as the
case may be) shown at the commencement of this Agreement (or any other address or electronic mail address that a party may notify to the
other) and will be deemed sufficiently given:-
(1) in the case of hand delivery, on the date of delivery; or
(2) in the case of prepaid post, 2 business days after being sent by prepaid post; or
(3) in the case of electronic mail, on the next business day after transmission provided that the sender can give evidence of transmission
and the intended recipient does not give evidence of non-receipt.
13. GOVERNING LAW
This and any other agreement between you and Stoller for the sale or supply of goods is made in South Australia, and is governed by, takes
effect and must be construed in accordance with the laws of South Australia. You and Stoller irrevocably submit to the exclusive jurisdiction of
the courts of South Australia in respect of the hearing and determination of any action or other proceeding concerning the same.