KILLER CONDIMENTS

TERMS AND CONDITIONS OF TRADE

1. Definitions

1.1 “Supplier” means Killer Investments Pty Ltd ATF Killer Investment Trust trading as Killer Condiments ABN 38 657 689 275.

1.2 “Customer” means the applicant, purchaser, company, partnership, trust or entity acquiring goods from the Supplier.

1.3 “Goods” means all products supplied by the Supplier including condiments, food products, packaging, promotional products and associated items.

1.4 “Agreement” means these Terms and Conditions of Trade together with any Credit Application, Guarantee, quotation, invoice or purchase order accepted by the Supplier.

2. Acceptance

2.1 Any order placed with the Supplier constitutes acceptance of these Terms and Conditions.

2.2 These Terms apply to all sales and supersede any terms provided by the Customer unless agreed in writing by the Supplier.

2.3 The Supplier may amend these Terms at any time by providing written notice to the Customer.

3. Credit Approval

3.1 Any credit facility granted by the Supplier is at the Supplier’s sole discretion.

3.2 The Supplier may:
(a) refuse credit;
(b) vary any credit limit;
(c) suspend credit;
(d) cancel credit terms;
(e) require payment prior to dispatch;
at any time without notice.

3.3 The Customer warrants that all information provided in support of any credit application is true and correct.

3.4 The Customer must immediately notify the Supplier of:
(a) any change in ownership;
(b) any change in directors or shareholders;
(c) any insolvency event;
(d) any material deterioration in financial position.

4. Pricing

4.1 All prices are exclusive of GST unless otherwise stated.

4.2 Prices may be varied by the Supplier at any time prior to dispatch due to:
(a) supplier cost increases;
(b) freight increases;
(c) exchange rate fluctuations;
(d) ingredient cost increases;
(e) packaging cost increases;
(f) government charges or levies.

4.3 Promotional pricing applies only during the specified promotional period.

5. Orders

5.1 Orders are subject to acceptance by the Supplier.

5.2 The Supplier may:
(a) allocate stock at its discretion;
(b) limit quantities;
(c) cancel orders;
(d) refuse supply.

5.3 The Supplier is not liable for any loss arising from product shortages or delayed supply.

6. Payment Terms

6.1 Unless otherwise agreed in writing:
(a) payment terms are strictly 7 days from invoice date;
(b) payment must be made in cleared funds.

6.2 The Supplier may require payment:
(a) prior to dispatch;
(b) via direct debit;
(c) via credit card;
(d) COD.

6.3 Time for payment is of the essence.

6.4 The Customer may not withhold payment due to any dispute or claim.

7. Default

7.1 If the Customer:
(a) fails to make payment when due;
(b) exceeds approved credit limits;
(c) commits an act of insolvency;
(d) ceases trading;
(e) has a receiver, administrator or liquidator appointed;
then all monies owing become immediately due and payable.

7.2 Upon default the Supplier may:
(a) suspend supply;
(b) terminate supply agreements;
(c) repossess Goods;
(d) commence recovery proceedings;
(e) register defaults with credit agencies.

7.3 Interest shall accrue on overdue accounts at 12% per annum calculated daily.

7.4 The Customer indemnifies the Supplier for all recovery costs including:
(a) legal costs;
(b) debt collection fees;
(c) mercantile agent fees;
(d) court costs.

8. Retention of Title

8.1 Legal and equitable title in the Goods remains with the Supplier until payment in full has been received for:
(a) the Goods supplied; and
(b) all monies owing by the Customer to the Supplier.

8.2 Until title passes:
(a) the Customer holds the Goods as fiduciary bailee;
(b) the Goods must be separately stored;
(c) the Goods must remain identifiable.

8.3 The Customer grants the Supplier irrevocable authority to enter any premises where Goods are stored to recover unpaid Goods.

8.4 The Customer indemnifies the Supplier against all costs associated with recovery.

9. Risk

9.1 Risk in the Goods passes to the Customer upon delivery.

9.2 Delivery is deemed completed when:
(a) the Goods are delivered to the nominated address;
(b) the Goods are collected by the Customer;
(c) the Goods are transferred to a carrier.

9.3 The Supplier is not liable for:
(a) freight delays;
(b) refrigerated transport failures after delivery;
(c) damage occurring after delivery.

10. Claims and Returns

10.1 Any claim for damaged, short delivered or defective Goods must be made within 48 hours of delivery.

10.2 Claims must include:
(a) invoice number;
(b) photographs;
(c) batch details;
(d) written description.

10.3 No Goods may be returned without prior written approval.

10.4 The Supplier may:
(a) replace Goods;
(b) issue credit;
(c) refuse claims;
at its discretion.

10.5 The Supplier will not accept returns for:
(a) change of mind;
(b) incorrect ordering;
(c) products not stored correctly;
(d) expired stock outside agreed shelf-life.

11. Limitation of Liability

11.1 To the maximum extent permitted by law:
(a) all warranties other than statutory guarantees are excluded;
(b) the Supplier’s liability is limited to:
(i) replacement of Goods;
(ii) resupply of Goods;
(iii) refund of purchase price.

11.2 The Supplier is not liable for:
(a) indirect loss;
(b) consequential loss;
(c) loss of profits;
(d) business interruption;
(e) loss of contracts;
(f) retailer chargebacks;
(g) reputational damage.

11.3 The Customer acknowledges food products must be handled, transported and stored correctly at all times after delivery.

12. Product Storage and Handling

12.1 The Customer must:
(a) comply with all food safety requirements;
(b) store products according to specifications;
(c) maintain appropriate stock rotation;
(d) comply with all applicable food laws.

12.2 The Supplier accepts no liability for deterioration caused by improper handling or storage.

13. Intellectual Property

13.1 All intellectual property including:
(a) logos;
(b) branding;
(c) packaging;
(d) product names;
(e) marketing materials;
remain the exclusive property of the Supplier.

13.2 The Customer may not:
(a) reproduce branding;
(b) alter packaging;
(c) sell via unauthorised marketplaces;
(d) misrepresent the brand;
without written consent.

14. Personal Property Securities Act 2009 (Cth)

14.1 The Customer acknowledges that these Terms create a security interest under the PPSA.

14.2 The Customer grants the Supplier a purchase money security interest (PMSI) in all Goods supplied.

14.3 The Supplier may register its security interest on the PPSR.

14.4 The Customer must do all things necessary to:
(a) enable registration;
(b) maintain registration;
(c) protect the Supplier’s security interest.

14.5 To the maximum extent permitted by law:
(a) sections 95, 118, 121(4), 125, 130, 132(3)(d), 142 and 143 of the PPSA are contracted out of;
(b) the Customer waives rights to receive notices under the PPSA.

14.6 The Customer agrees the Supplier may apply payments received in any manner it determines.

15. Personal Guarantees

15.1 Where the Customer is a company, trust or partnership, the directors, trustees or partners may be required to execute personal guarantees.

15.2 Guarantors are jointly and severally liable for all monies owing.

16. Force Majeure

16.1 The Supplier is not liable for any failure or delay arising from:
(a) acts of God;
(b) pandemics;
(c) labour shortages;
(d) transport failures;
(e) supply shortages;
(f) government restrictions;
(g) power outages;
(h) equipment breakdowns.

17. Privacy and Credit Reporting

17.1 The Customer authorises the Supplier to:
(a) obtain credit reports;
(b) exchange information with credit agencies;
(c) disclose information to debt recovery agents.

17.2 The Customer consents to the use of electronic communications.

18. Termination

18.1 The Supplier may terminate supply immediately upon default.

18.2 Termination does not affect accrued rights or recovery rights.

19. Governing Law

19.1 This Agreement is governed by the laws of New South Wales, Australia.

19.2 The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

20. Entire Agreement

20.1 This Agreement constitutes the entire agreement between the parties.

20.2 No waiver or variation is binding unless in writing signed by the Supplier.