Terms & conditions

1. Interpretation

In this Agreement:
“Agreement” means these terms and conditions and the provisions in this quotation/proposal which shall be read and construed together. Should there be any inconsistency between these terms and conditions and the provisions in the quotation/proposal, these terms and conditions shall prevail.
“Facility” is the ReOil, or nominated third party, premises where the goods are stored.
“Fees” is the fees and charges as set forth in this Agreement and varied from time to time in accordance with clause 5.
“Goods” means the goods specified in this quotation/proposal or such other goods supplied by us.
“Premises” means, if applicable, the premises to which the Goods will be delivered by us.
“We, us, our” means ReOil Pty Ltd. or such other entity (or entities) detailed in this quotation/proposal which is (or are) the supplier of the Goods.
“You, your” means the person, firm or corporation named in this quotation/proposal to whom we are to supply the Goods. If there are two or more persons or entities referred to in this quotation/proposal, then such persons or entitles shall be bound by the provisions of this Agreement jointly and severally. You or your also includes your employees, contractors, agents, representatives, workers and any permitted assigns.

2. Supply of Goods

We shall supply the Goods or such other Goods as may be agreed to from time to time between the parties in consideration for payment of the Fees.

3.  Delivery

  1. This clause 3 applies if we have agreed to deliver the Goods to your Premises.
  2. Any delivery timeframe is indicative only.
  3. You must have the necessary equipment available to accept delivery, and you must accept delivery, when we arrive at the Premises. You agree to pay additional delivery costs if delivery is delayed or cannot occur, except if caused by us.
  4. You shall provide us with access to the Premises to enable the Goods to be delivered. You warrant to us that the ground surfaces traversed by our vehicles in order to deliver the Goods are of suitable construction to prevent damage thereto. We will not be liable for any damage resulting from our vehicles accessing the Premises.

4. Acceptance

You must notify us of any defects in the Goods within 24 hours of taking possession of the Goods. After that time you will be deemed to have accepted that the Goods conform with this Agreement.

5.  Fees and variations 

We may adjust the Fees if such an adjustment in the Fees is based on fluctuations in one or more of the following: road transport operations costs; equipment maintenance costs; labour costs; general environmental compliance or best practice costs; carbon or greenhouse gas costs; rates, taxes and other statutory charges (including excise); the Consumer Price Index (All Groups – transport index) as published by the Australian Bureau of Statistics from time to time; and should adjustment be required for any other reason, upon providing you written notice.

6.  Payment 

You must pay us the Fees (including GST) as specified in an invoice issued by us within 30 days of the date of that invoice or on such other terms as may be specified on the invoice. If you do not pay the invoice within the time limit stated herein, we may charge you a late payment fee to be specified on the invoice and/or demand interest at the rate of 2% per annum compounding weekly above the standard variable interest rate published by the Reserve Bank of Australia.

7.  GST

If goods and services tax or similar value added tax (GST) is or becomes payable on any supply under this Agreement, you must pay us the GST amount imposed at the same time as payment of the Fees. The Fees are expressed exclusive of GST.

8. Title and risk

  1. Risk in the Goods passes to you:
    1. if we have agreed to deliver the Goods, when we arrive at the Premises to deliver the Goods; or
    2. otherwise, when the Goods leave our facility.
  2. Title in the Goods passes to you when we receive payment in full of the Fees.

9. Force Majeure

In the event that any circumstances beyond our reasonable control (including without limitation climatic conditions, a strike, lockout, industrial dispute or shortage of materials) prevent us from being able to perform an obligation under this Agreement, this Agreement may be suspended by us. In such circumstances you are precluded from making a claim against us.

10. Indemnity

You indemnify us from and in respect of all loss, damage, liabilities or claims caused to any person or property by, through or in connection with the Goods. This indemnity is reduced to the extent that we have caused or contributed to such loss, damage, liability or claim.

11. No Representations

You acknowledge we have not made any representations to you with respect to the Goods or the supply thereof unless those representations are expressly stated in this Agreement.

12. Limitation of liability

  1. All statutory or implied guarantees, conditions and warranties are excluded to the extent permitted by law.
  2. We do not limit or exclude the application of any provision of any statute (including the Competition and Consumer Act 2010 (Cth) if you are a ‘consumer’ as that term is defined in such Act, or any similar law) where to do so would contravene that statute or cause any part of this clause to be void.
  3. Our liability under any statutory or implied guarantee, condition or warranty that cannot legally be excluded is limited, at our option, to:
    1. the replacement of the Goods or the supply of equivalent goods;
    2. the repair of the Goods;
    3. the payment of the cost of replacing the Goods or of acquiring equivalent goods; or
    4. the payment of the cost of having the Goods repaired.
  4. Our total liability to you arising out of or in connection with the provision of the Goods, whether in Agreement, tort (including negligence) or otherwise, is limited to the Fees paid by you for the Goods.
  5. We will not be liable for any special, exemplary, punitive or consequential loss or damage (including without limitation, loss of profit, loss of opportunity and loss of goodwill) incurred by you directly or indirectly in connection with the Goods.

13. Default and termination 

If you are in breach of your obligations in this Agreement we may terminate this Agreement by giving you notice or we may elect to suspend performance of our obligations until such time that we are satisfied that you have remedied your breach of the Agreement. If you die, become insolvent or bankrupt, or any court action is threatened or commenced or resolution proposed or passed to place you under any form of bankruptcy, insolvency, administration, receivership or liquidation, we may suspend or terminate this Agreement. We may terminate this Agreement for any reason if we have provided you with 30 days’ written notice.

14. Right to compete 

You grant us the right to compete with any offer which you receive (or intend to make) relating to the provision of the Goods or similar goods, and give to us written notice of any such offer and a reasonable opportunity to respond to it.

15. Subcontracting and Assignment

You agree for us to sub-contract, assign, novate or transfer this Agreement (or any part of it) at any time and if so, we are not required to give you written notice and you shall do all the things required to give effect to same. Any subcontractors shall have the same rights as us in this Agreement. You cannot assign, novate or transfer this Agreement without our written consent.

16. PPSA 

If we determine that this Agreement (or any transaction in connection with it) gives rise to a Security Interest for the purposes of the PPSA, you acknowledge that we will be entitled to perfect such Security Interest by registration on the Register. You agree, at our request, to do all acts, matters and things necessary (including without limitation waiver of any entitlements under the PPSA regarding notices) necessary to ensure we hold a valid and Perfected Security Interest. Non-compliance by you of this clause will constitute a breach of this Agreement. Any cost associated with the enforcement of our rights under the PPSA (including any mortgage duty payable on NSW property) shall be payable by you. In this clause: “PPSA” means the Personal Property and Securities Act 2009 (Cth); “Security Interest”, “Perfected” and “Register” have the meanings given to those terms in the PPSA; “PPS Property” means all present and after-acquired property in relation to which you can be a grantor of a Security Interest that is subject to the PPSA, whether or not you have title to the property, including all PPSA Retention of Title Property (as defined in section 51F of the Corporations Act 2001 (Cth)); and “Non-PPS Property” means all your present and after-acquired property that is not PPS Property.

17. Authority 

You warrant that the person signing this Agreement on your behalf is authorised to sign this Agreement and bind you to the terms of this Agreement.  You indemnify us from and in respect of all loss, damage, liabilities or claims arising from breach of this warranty.

18. Confidentiality

Unless otherwise required by law, you must not disclose any information in respect of this Agreement to third parties without our prior written consent which can be withheld at our absolute discretion.

19. Governing Law

This Agreement is governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in New South Wales.

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