Terms & Conditions

Kuku Cleaning Supplies Pty Ltd  |  ABN 32 677 528 951

Payment Terms

  1. The terms of payment are strictly fourteen(14) days from the date of invoice. KUKU Cleaning Supplies Pty Ltd and their related bodies corporate (as that term is defined in the Corporations Act 2001) (Supplier) may, at any time, upon the provision of 48 hours' written notice to the Applicant, vary the terms and conditions of trade.

  2. If the Applicant does not agree with the variations proposed by the Supplier, they must notify the Supplier in writing within fourteen (14) days from receipt of the written notice. Absent notice from the Applicant, the varied terms and conditions of trade may be deemed accepted.

  3. The Applicant must check all invoices and advise the Supplier of any errors or omissions within seven (7) days of receipt. Failing advice from the Applicant that the invoice contains any errors or omissions, the invoice may be deemed accepted by the Supplier.

  4. Should the Applicant not pay for the goods or services supplied by the Supplier in accordance with the credit terms, the Supplier will be entitled to charge an administration fee of 10 percent of the amount of the invoice payable.

Trading Terms

  1. Freight charges may apply for orders to deliver.

  2. Any order received by the Supplier before 2:00pm AEST will be dispatched the next business day to the delivery address specified by the Applicant unless otherwise agreed in writing.

  3. The Applicant may collect goods from the Supplier warehouse during trading hours by written request at least 24 hours prior to collection.

  4. Within 24 hours of receipt of the goods received from the Supplier, the Applicant must provide written notice of any shortages, damages, claim or complaint.

Jurisdiction

  1. The Applicant acknowledges and agrees that this agreement will be governed by the laws of New South Wales, and the laws of the Commonwealth of Australia which are inforce in New South Wales.

  2. The Applicant acknowledges and agrees that any contract for the supply of goods or services between the Supplier and the Applicant is formed at the address of the Supplier.

  3. The parties to this agreement submit to the non-exclusive jurisdiction of the courts of New South Wales and the relevant federal courts and courts competent to hear appeals from those courts.

Security/Charges

  1. The Applicant charges in favour of the Supplier all of its estate and interest in any real property, whether held in its own right or as capacity as trustee, the Applicant owns at present and in the future with the amount of its indebtedness hereunder until discharged.

  2. The Applicant charges in favour of the Supplier all of its estate and interest in any personal property, whether held in its own right or as capacity as trustee, the Applicant owns at present and in the future with the amount of its indebtedness hereunder until discharged.

  3. The Applicant appoints as its duly constituted attorney the Supplier's company secretary from time to time to execute in the Applicant's name any real property mortgage, bill of sale or consent to any caveat the Supplier may choose to lodge against real property that the Applicant may own in any Land Titles Office in any state or territory of Australia.

  4. Where the Applicant has previously entered into an agreement with the Supplier by which the Applicant has granted a charge, mortgage or other security interest (including a security interest as defined in the Personal Property Securities Act 2009 (PPSA)) over or in respect of real or personal property, those interests will continue and co-exist with the obligations and security interests created in this agreement.

Purpose of Credit

  1. The Applicant acknowledges and agrees that the credit to be provided to the Applicant by the Supplier is to be applied wholly or predominantly for commercial purposes.

Formation of Contract

  1. Quotations made by the Supplier will not be construed as an offer or obligation to supply in accordance with the quotation. The Supplier reserves the right to accept or reject, at its discretion, any offer to purchase received by it. Only written acceptance by the Supplier of the Applicant's offer will complete a contract.

  2. Placement of an order, either verbally or in writing, will imply acceptance of the Supplier's offer and of these terms and conditions.

Retention of Title

  1. Title in the goods does not pass to the Applicant until the Applicant has made payment in full for the goods and all other money owing by the Applicant to the Supplier.

  2. Whilst the Applicant has not paid for the goods supplied in full at any time, the Applicant agrees that property and title in the goods will not pass to the Applicant and the Supplier retains the legal and equitable title in those goods supplied and not yet sold.

  3. Until payment in full has been made to the Supplier, the Applicant will hold the goods in a fiduciary capacity for the Supplier and agrees to store the goods in such a manner that they can be identified as the property of the Supplier.

  4. The Applicant will be entitled to sell the goods in the ordinary course of its business, but until full payment for the goods has been made to the Supplier, the Applicant will sell as agent and bailee for the Supplier and the proceeds of sale will be held on trust for the Supplier absolutely.

  5. The Applicant agrees that whilst property and title in the goods remains with the Supplier, the Supplier has the right, with prior notice to the Applicant, to enter upon any premises occupied by the Applicant to inspect and repossess the goods when payment is overdue.

  6. For the avoidance of doubt, the Supplier's interest constitutes a 'purchase money security interest' pursuant to the PPSA.

Cancellation of Terms of Credit

  1. The Supplier reserves the right to withdraw credit at any time upon provision of 48 hours' written notice.

  2. Upon cancellation with notice, all liabilities incurred by the Applicant become due and payable to the Supplier within seven (7) days.

Indemnity

  1. The Applicant agrees to indemnify the Supplier and keep the Supplier indemnified against any claim that arises out of the goods and services supplied under this agreement. This indemnity includes any legal fees and expenses the Supplier incurs in order to enforce its rights, on an indemnity basis.

Provision of Further Information

  1. The Applicant undertakes to comply with any reasonable written requests by the Supplier to provide further information for the purpose of assessing the Applicant's creditworthiness.

  2. If the Applicant is a corporation (with the exception of a public listed company), it must advise the Supplier of any alteration to its corporate structure. In the case of a change of directors or shareholders the Supplier may ask for new guarantors to sign a guarantee and indemnity.

Corporations

  1. If the Applicant is a corporation, the Applicant warrants that all of its directors have signed this agreement and that all of its directors may be required to enter into a guarantee and indemnity with the Supplier.

Trustee Capacity

  1. If the Applicant is the trustee of a trust (whether disclosed to the Supplier or not), the Applicant warrants to the Supplier that: (a) the Applicant enters into this agreement in both its capacity as trustee and in its personal capacity; (b) the Applicant has the right to be reasonably indemnified out of trust assets; (c) the Applicant has the power under the trust deed to sign this agreement; and (d) the Applicant will not retire as trustee of the trust without advising the Supplier.

  2. The Applicant must give the Supplier a copy of the trust deed upon request.

Partnership

  1. If the Applicant enters into this agreement as partners, the Applicant warrants that all of the partners have signed this agreement and that all of the partners may be required to enter into a guarantee and indemnity with the Supplier.

  2. If the Applicant is a partnership, it must not alter its partnership without advising the Supplier. In the case of a change of partners, the Supplier may ask for new guarantors to sign a guarantee and indemnity.

Insolvency

  1. If the Applicant becomes insolvent, the Applicant remains liable under this agreement for payment of all liabilities incurred hereunder, even if the Supplier receives a dividend or payment as a result of the Applicant being insolvent.

Waiver

  1. A waiver of any provision or breach of this agreement by the Supplier must be made by an authorised officer of the Supplier in writing.

  2. Until ownership of the goods passes, the Applicant waives its rights it would otherwise have under the PPSA unless otherwise agreed to in writing by the Supplier and the Applicant.

Costs

  1. The Applicant must pay for its own legal, accounting and business costs and all costs incurred by the Supplier relating to any default by the Applicant under this agreement.

  2. The Applicant will pay the Supplier's costs and disbursements incurred in pursuing any recovery action, including collection costs, debt recovery fees and legal costs on an indemnity basis.

  3. Payments by, or on behalf of, the Applicant will be applied by the Supplier as follows: (a) Firstly, in payment of collection costs and legal costs. (b) Secondly, in payment of any interest incurred. (c) Thirdly, in payment of the outstanding invoice(s).

Taxes and Duty

  1. The Applicant must pay GST on any taxable supply made by the Supplier to the Applicant under this agreement. The payment of GST is in addition to any other consideration payable by the Applicant.

  2. If the Supplier becomes liable to pay any tax, duty, excise or levy in respect of the amounts received from the Applicant as a result of any legislative change, then the Applicant must pay the Supplier these additional amounts on 48 hours' written demand.

Interest Rates

  1. The interest rate on any outstanding debts is a fixed rate of 10 per cent per annum.

Set-off

  1. All payments required to be made by the Applicant under this agreement will be made free of any set-off, or counterclaim and without deduction or withholding, unless agreed to otherwise by the Supplier and the Applicant in writing.

  2. Any amount due to the Supplier from time to time may be deducted from any monies which may be or may become payable to the Applicant by the Supplier.

Miscellaneous

  1. The Supplier is not liable for any loss caused to the Applicant by reason of strikes, lockouts, fires, riots, war, embargoes, civil commotions, acts of God or any other activity beyond the Supplier's control.

  2. In relation to the supply of goods, the Supplier's liability is limited to: (a) replacing the goods or supplying similar goods; (b) repairing the goods; (c) providing the cost for replacing or acquiring equivalent goods; and (d) providing the cost for having the goods repaired.

  3. In relation to the supply of services, the Supplier's liability is limited to: (a) supplying the service again; or (b) providing for the cost of having the services supplied again.

  4. The Supplier is not liable for loss of profit, economic or financial loss, damages, consequential loss, loss of opportunity or benefit, or any other indirect loss suffered by the Applicant.

Severance

  1. If any provision of this agreement is not enforceable in accordance with its terms, other provisions which are self-sustaining are, and continue to be, enforceable in accordance with their terms.

  2. If any part of this agreement is invalid or unenforceable, that part is deleted and the remainder of the agreement remains effective.

Variation

  1. The Applicant agrees that these terms and conditions may be varied, added to, or amended by an authorised officer of the Supplier at any time by written notice. The Applicant will be provided with fourteen (14) days to accept the variation/s, failing which the variations may be deemed accepted.

  2. Any proposed variation by the Applicant must be requested in writing. The Supplier may refuse any such request without providing reasons.

  3. Variations requested by the Applicant will only be binding upon the Supplier if they are accepted in writing.

Consent to Register

  1. The Applicant hereby consents to the Supplier recording the details of this Agreement on the Personal Property Securities Register and agrees to do all things necessary and reasonably required by the Supplier to effect such registration.

  2. The Applicant waives any right or entitlement to receive notice of the registration of any security interest(s) created by this instrument on the Personal Property Securities Register.

Entire Agreement

  1. This agreement constitutes the entire agreement between the parties relating in any way to its subject matter, unless agreed to otherwise by the Supplier and the Applicant in writing.

  2. In circumstances where there is a pre-existing written credit agreement between the Applicant and the Supplier, these terms will constitute a variation of that agreement whereby the original terms are deleted and replaced with the terms herein.

Privacy Act

  1. The Applicant agrees to the terms of the Privacy Statement pursuant to the Privacy Act 1988 (as amended by the Privacy Amendment (Enhancing Privacy Protection) Act 2012) contained in this document.