SLATTERS’ CONDITIONS OF SALE
The Terms and Expressions used in “Slatters’ Conditions of Sale” shall have the meanings given to them by the Personal Properties Securities Act 2009 (PPSA 2009).
Slatters means Slatters Manufacturers Pty Ltd and any other company related to Slatters Manufacturers Pty Ltd which accepts the Buyer’s order.
2) Entire Contract
Slatters’ Conditions of Sale form the entire contract conditions between Slatters and the Buyer. These conditions are, in substitution for all or any previous conditions, subject to change by Slatters and shall apply to the exclusion of all other Terms and Conditions of the Buyer. Slatters will however, take reasonable steps to comply with the Buyers special instructions or requests.
These conditions do not constitute an offer to sell the goods to any Buyer. Slatters may refuse to supply a potential or existing Buyer at our absolute discretion.
Allowance or provision of Terms or Conditions more generous towards the Buyer than Slatters’ Conditions of Sale, or failure to enforce a right or condition of Slatters’ Conditions of Sale, shall not bind Slatters to continue such allowance, provision, or failure to enforce.
3) Acceptance of “Slatters Conditions of Sale”
Placement of order by the Buyer constitutes acceptance of Slatters’ Conditions of Sale, available on our website or by request.
4) Retention of Title
(a) Property and Title in the goods remains with Slatters and shall not pass to the Buyer until payment in full of all monies owed by the Buyer to Slatters.
(b) Until the goods are paid for in full, the Buyer shall hold the goods as Trustee for Slatters.
(c) The Buyer agrees to not change the packaging or labelling of goods supplied by Slatters so as to interfere with identification of the goods.
(d) Without prejudice to any other of Slatters’ rights as an unpaid creditor, upon demand by Slatters In the event the Buyer fails to pay Slatters for the goods within 30 days of the due date, and or the Buyer enters into any sort of Insolvency, Bankruptcy, Liquidation, Receivership or Administration, the Buyer hereby agrees to;
(i) Offer up the goods to the value of the outstanding debt plus reasonable collection, re-boxing and markdown costs, and consent to their collection by Slatters or its Agents. Or,
(ii) Provide legal access in business hours to such premises as may be required and consent to Slatters or our agents collecting the goods to the value of the outstanding debt plus reasonable collection, re-boxing and markdown costs.
(e) Following receipt and inspection of such returned or collected goods, Slatters will apply the net value of the goods to the balance outstanding on the Buyer’s account with Slatters.
5) Personal Property Securities Act 2009 (PPSA)
(1) The Buyer acknowledges and agrees to grant Slatters a Security Interest in the goods and their proceeds pursuant to Slatters’ retention of title.
(2) The Buyer agrees;
(a) The goods supplied by Slatters secure the payment of the purchase price of those goods and of any other goods supplied by Slatters including the respective GST charged on those goods.
(b) To do all things necessary including providing all information Slatters require to register a Financing Statement or Financing Change Statement on the Personal Properties Securities Register (PPSR) as a Security Interest and a Purchase Money Security Interest pursuant to the PPSA.
(c) To notify Slatters prior to changing their name, ACN, ABN or other details required for registration on the PPSR.
(3) To the extent the law permits, the Buyer agrees:
(a) For the purposes of sections 115(1) and 115(7) of the PPSA:
(i) The secured Party need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d) or 132(4); and
(ii) Sections 142 and 143 are excluded;
(b) For the purposes of section 115(7) of the PPSA, the Secured Party need not comply with section 132 and 137(3).
(4) To the extent the law permits, the Buyer waives:
(a) Its rights to receive any notice that is required by:
(i) Any provision of the PPSA, including a notice of a verification statement; or
(ii) Any other law before a Secured Party or Receiver exercises a right, power or remedy; and
(b) Any time period that must otherwise lapse under any law before a Secured Party or Receiver exercises a right, power or remedy.
6) Power to Sell Goods
Nothing contained in Slatters’ Conditions of Sale shall prevent the Buyer dealing in the goods to third parties, provided that the sale proceeds shall be held in trust by the Buyer until Slatters have been paid in full for the goods.
7) Debt Collection, Costs and Interest
Legal action may be taken at any time on overdue accounts. The Buyer will be liable for all legal costs and Mercantile Agents fees incurred by Slatters in recovering an overdue debt. The Buyer agrees to allow Slatters to disclose relevant information about the buyer to Mercantile Agents and related parties tasked with recovering an overdue debt. Interest may be charged at up to 2% per month on overdue accounts. Interest shall be calculated on the overdue balance on a daily basis from the due date until the date payment is received by Slatters, at such rate up to but not exceeding 2% per month, as Slatters at our discretion deem fit.
Slatters preferred payment method is via Electronic Funds Transfer to the account nominated near the bottom of our Invoice. Please fax or email a remittance advice to the appropriate contact displayed near the top of our invoice. Slatters take no responsibility for funds which are incorrectly transferred but will take reasonable steps to assist the payer in that event. Cheques should be sent to the Postal Address displayed near the top of our Invoices.
Slatters may recover Merchant Fees at 1.25% for accounts paid by Credit Card.
Slatters will recharge;
(i) Any fees deducted from the payment by any bank other than our own.
(ii) Any dishonor fees or similar incurred by Slatters as a result of some action or inaction by the Buyer.
9) Charge date and Settlement Discount
Goods will be charged in the month despatched. Excepting special “Nett” Invoices, Slatters offer Settlement Discount of 3.75% 7 days strict, or 2.5% if received by Slatters no later than the Due Date shown near the top right hand corner of our invoice, thereafter nett. To claim settlement discount the Buyer must not have overdue invoices at the time of payment. The onus is on the Buyer to ensure payment is received by Slatters on time.
10) Withholding Supply
Goods will not be supplied where account is 30 days overdue or where credit limit is exceeded.
Unless otherwise agreed, the price charged for the goods shall be the price determined by Slatters at the date of despatch to the Buyer. In the event of Under Charges or confirmed Over Charges, Slatters will prepare the appropriate Replacement or Adjustment invoices and or credits. Payment for under charges will be due by the end of the month following the invoice date. Credits for over charges should be deducted before calculation of Settlement Discount, from the payment which includes the original invoice.
12) Handling Charge
A Handling Charge of $5.00 + GST will be incurred for orders of less than 6 pairs required in the one delivery.
13) Large Size Surcharge/Premium
A Surcharge or Premium will apply to adults’ sizes 13 or greater. Please refer to Slatters latest catalogue for details.
14) Freight Charges
F.I.S. Capital Cities (except Hobart, Canberra and Darwin) for all consignments of 12 pairs or more.
Orders below 12 pairs will be posted or despatched at customers cost (does not apply to balances), also incurring the Handling charge when below 6 pairs.
Goods will be delivered direct to Country accounts and charged at the rate current at the time of dispatch.
15) Goods and Services Tax (GST)
GST will be charged and payable at the prevailing rate on all goods and charges charged to the Buyer. Settlement Discounts are considered a reduction in the cost of the supply to the Buyer and the Buyer should adjust the GST on their purchases accounts proportionally.
Slatters will make reasonable efforts to have the goods delivered to the Buyer in full on the date agreed between the parties, but excluding short delivery, shall be under no liability whatsoever should delivery of the order be incomplete or not made on that date. Any claims for Consequential Loss are expressly denied.
Risk in the goods shall pass at the time of delivery to the Buyer or their Agent or Carrier and the Buyer shall insure and keep insured the goods.
(a) Slatters will only accept liability for merchandise which is faulty as a result of the use of defective components or due to faulty manufacture.
(b) Slatters will not accept;
(i) Liability for merchandise which is faulty as a result of misuse, modification, neglect or accidental damage.
(ii) Any claims for shoes which are REPAIRABLE until all faults are inspected by our claims department.
(iii) Claims for any products / style which had been, deleted from the range, discontinued, or withdrawn from sale for 3 or more years.
(iv) Freight costs from any carrier unless authorized by Slatters.
(v) Goods returned to us on a Cash On Delivery basis. The goods will be returned to the Buyer at their cost.
(c) Returns of 1 or 2 pairs should be returned by Australia Post to our Postal Address displayed near the top of our invoice. Slatters will credit the Buyer’s account for the return postage of legitimate returns.
(d) For returns of 3 pair or more, the Buyer must prepare the goods for return to Slatters’ physical address shown near the top of our invoices, then contact Slatters to arrange pick up by our carrier.
(e) Once claims are received at Slatters, prompt action will be taken, either, REPAIRING, REPLACING, CREDITING or RETURNING with appropriate customer letter.
(i) Once received – the return of shoes or notification will take a maximum of 10 days.
(ii) Should a delay occur or any questions arise please contact Slatters.
(iii) If a fault is not repairable, our agent can inspect, destroy and pass credit on their next visit.
(iv) In extreme circumstances we will respect and abide by the Buyer’s judgement, trusting your fairness and logic.
(v) Prices and conditions for credits will be limited to the last sale of the same goods to the customer.
Claims for short or incorrect delivery should be made immediately following receipt of goods. No claims admitted unless notified within 7 days of delivery.
20) Limited Liability
Slatters’ liability in respect of quality not to sample or fitness for purpose is limited to the cost or replacement of the goods concerned. Any claims for Consequential Loss are expressly denied. The Buyer shall indemnify Slatters against any claims arising from sale of the goods by the Buyer where the Buyer has made representations regarding the product or its delivery beyond those which have been published by Slatters.
Orders placed with Slatters cannot be cancelled without our approval.
22) Change of Buyer Ownership
The Buyer agrees to notify Slatters in writing of any change of ownership and indemnifies Slatters against any loss incurred by it as a result on the Buyer failing to notify Slatters of such change.
Where the Buyer has or requests Slatters provide a Credit Trading Account, the Buyer agrees;
(a) Slatters may seek directly related credit information about the Buyer from credit reporting agencies or other credit providers.
(b) Slatters may disclose directly related credit information about the Buyer to credit reporting agencies or other credit providers.
If any of these terms and conditions is or becomes wholly or partly invalid, that term or condition shall to the extent of the invalidity be severed without prejudice to the continuing force and validity of the remaining conditions.
All contracts between the Buyer and Slatters shall be deemed to be made and construed and to be enforceable in and according to the laws of South Australia and by mutual consent be subject to the jurisdiction of the courts of that state.