SALES, DELIVERY, PAYMENT & RELATED TERMS
To the fullest extent legally possible, all dealings between Liquifi (“Liquifi”) & any Purchaser (“Purchaser”) relating to any goods or services, are subject to the following Terms & Conditions of Trade (“these Terms”) unless otherwise agreed in writing.
All orders, & deliveries are solely in accordance with these terms & conditions, with which the person placing the order declares themselves to be in agreement at the time of placing the order. This also applies to future transactions, even if there is no express reference to the delivery & payment terms. If the order is placed in a way that departs from our terms & conditions, even then & only our delivery & payment terms apply, even if we do not contradict them. Thus, departures from the norm only apply if these have been expressly recognised by us in writing.
Offer & Acceptance
Our offers are not binding with regard to price, quantity & delivery time. Legally binding acceptance of the order only occurs once it has been confirmed by us in writing or electronic mail. No liability is accepted with regard to the currency of the published prices. All published prices are given in Australian dollars (AUD). We reserve the right to change prices at any time without prior notice.
Delivery & Payment Terms
The Purchaser assumes all costs & risks pertaining to the transportation of the products sold by Liquifi from the Liquifi warehouse to the Purchasers specified ‘ship to’ or ‘drop ship’ address. Delivery of goods can take anywhere from 3 – 5 working days for goods in stock, or up to 10 weeks for goods out of stock. This may vary depending on size of order & any transport or customs delays. The Purchaser will be advised of estimated delivery time at time of order. Liquifi has a continuing discretion to allocate available stock & gives no warranty as to certainty of supply unless expressly agreed in writing or electronic mail in advance. Deliveries that are late or that have not been made do not, under any circumstances, constitute grounds for a claim for compensation on the part of the Purchaser. In the event of it being impossible to adhere to estimated delivery times due to force majeure, a breakdown or a delay in delivery from sub-suppliers, then Liquifi are entitled to extend the delivery deadline by the length of time that prevented from making deliveries or, optionally, to withdraw from the contract. Liquifi are entitled to make partial deliveries. Liquifi will communicate this with the Purchaser to the best of its ability at the time before & after the sale. The Purchaser may only demand compensation for non-fulfillment if Liquifi has caused the deadline for delivery to be exceeded intentionally or through gross negligence. We reserve the right to supply goods only through cash on delivery, payment in advance or other payment terms to be agreed with the Purchaser instead of the normal terms of payment. Complaints, if there are any, do not affect the due date for the payment of the purchase price.
Payments must be made, unless otherwise agreed, within 30 days of receipt of the invoice without any discount. Liquifi may apply a payment received from the Purchaser to any amounts owed by the Purchaser (including interest, part payment of an invoice, administration, collection & other costs) in any order. Liquifi is entitled to set-off or deduct any amount payable by Liquifi to the Purchaser. Liquifi wholesale prices are in Australian Dollars (AUD) & include GST (Goods & Services Tax). Prices are effective from the effective date noted on the Liquifi Wholesale Price List. Liquifi accepts direct debit & Business/Company cheques as methods of payment for wholesale orders. Details of how to pay can be found on the invoice supplied.
Liquifi can vary or withdraw any credit facility or limit at any time at its discretion & without any liability to the Purchaser or any other party.
Interest is payable on overdue accounts at the rate prescribed under the Penalty Interest Rates Act 1983 (NSW) plus an additional 3%, & a monthly administration fee of $50.
Placement Of Orders
If any dispute arises concerning any order (& including any telephone facsimile e-mail or computer generated order) the internal records of Liquifi will be conclusive evidence of what was ordered. Each order placed shall be & be deemed to be a representation made by the Purchaser at the time that it is solvent & able to pay all of its debts as & when they fall due Failure to pay in accordance with these Terms shall be & be deemed to be conclusive evidence that the Purchaser had no reasonable grounds for making the representation & that the representations were unconscionable, misleading & deceptive. When any order is placed, the Purchaser shall inform Liquifi of any material facts which would or might reasonably affect the commercial decision by Liquifi to accept the order &/or grant credit in relation thereto. Any failure to do so shall create & be deemed to create an inequality of bargaining position shall constitute & be deemed to constitute the taking of an unfair advantage of Liquifi & to be unconscionable, misleading & deceptive.
Partial Delivery/Forward Orders
If the Purchaser places forward orders or request partial or instalment delivery, the Purchaser agrees to pay for so much of any order as is from time to time delivered by Liquifi & that no delay or failure to fulfil any part of any order shall entitle the Purchaser to cancel or vary any order or delay or reduce any payment.
Variation or Cancellation
Once Liquifi has confirmed an order a legally binding agreement has been formed & cancellations are not possible. Variation of any order dealing or arrangement must be agreed in writing or by electronic mail.
In the event of a total or partial default in payment on the part of the purchaser, as well as in those instances where we (in particular, in accordance with the present sales, delivery & payment terms) are entitled to withdraw from the contract, all claims that are still outstanding immediately fall due for payment, irrespective of the date on the invoice of those claims that are outstanding. If the purchaser is more than 30 days in arrears with the payment of the purchase price, we are entitled to make further deliveries only against payment in advance. The same applies analogously in the case of partial deliveries with regard to those deliveries that are still outstanding. In the event of withdrawal by us we will charge 20 % of the net value of the order as a fee for returning the goods to storage. However, the purchaser is allowed to submit proof that there has been no loss to us at all or that our loss is considerably lower than the flat-rate fee. The above applies analogously in the event of the purchaser not accepting delivery of some of the goods ordered. Should the purchaser fall behind with his payments, any preferential payment terms, credits granted or discounts cease to apply. Preferential payment terms or discounts, once granted, only become the object of further contracts on the basis of an express agreement.
Ownership of goods
Until the purchase price (invoice) has been paid in full the goods remain the property of Liquifi. In the event of resale/ processing, the purchaser of the goods, which, due to the failure to make payment, are still in the ownership of the vendor, will cede those claims or surrogates resulting from this to Liquifi. The purchaser must neither pledge those goods, the ownership of which is retained, nor transfer ownership of them, as security, to third parties until payment is made in full. The purchaser must inform us immediately in writing of any attempt by third parties to seize those goods, the ownership of which is retained, or those claims that have been ceded. Liquifi are entitled, at any time, to demand the surrender of those goods belonging to us, if the purchaser falls behind with a payment or if there is a substantial deterioration in his asset position. It is not necessary to withdraw from the contract in order to assert the retention of ownership.
Samples & Display Stock
Samples can be requested but will be charged at the retail price plus postage & handling. Samples or stock purchased for display cannot be returned.
Liquifi will accept returns for wholesale orders only in the circumstance where the item supplied is proven to be faulty, or in the case of a shipment containing the wrong products models as per the agreed order otherwise all orders after confirmation are final. Purchaser must notify Liquifi of any shipping errors or goods damaged in transit within 5 days of receipt of shipment. No discussion will be entered into after this period. Damaged or defective merchandise will be replaced with like products in good condition as soon as possible after receipt & inspection.
Goods are not to be returned unless at the request or approval of Liquifi.
Any goods which are accepted by Liquifi as defective or damaged in transit may be returned & will be replaced free of charge or be the subject of a credit for the invoiced value. “Free of charge” does not include labour, transport or material costs. Liquifi accepts no responsibility for returning goods lost in transit.
Returns are allowed 10 days within receipt of goods.
If Liquifi elects, at its sole discretion, to take back product that is not faulty, or that is not a shipping error, a re-stocking fee of not less than 20% of invoice value will apply. Credit Note is offered &/or refunds are processed within 5 days from receipt of item/s & will be given using the same method of original payment method
Samples are not returnable.
Custom made or custom processed goods or goods acquired by Liquifi specifically for the Purchaser are not returnable.
Warranty for Faults
The object of the contract is solely the product sold with those properties & features as well as for the intended purpose as laid down in the confirmation of the order. Other, or additional, properties &/or features , or an intended purpose which goes beyond this, are only regarded as having been agreed if they are expressly confirmed by us in writing. The purchaser must inspect the goods immediately following receipt, but at the latest within 2 days. Complaints must be addressed to us immediately in writing or electronic email – (in the case of hidden defects or faults as soon as they are known about). Goods that are the subject of a complaint must be made available to us, on request, for collection at the place to which they were originally delivered. The warranty period is one year. If the goods have already been forwarded or distributed to more than one recipient, we are not liable for any costs for collating the goods that are the subject of the complaint. In the event of a justified complaint we first of all have the right to rectify the situation, & to eliminate the defect(s) or resupply, as we so choose. Only, & in the event of the attempt to rectify the situation failing will we take the goods back & refund the purchase price (withdrawal). The right to compensation is restricted to wilful intent or gross negligence. We would expressly like to point out that we are unable to take back, as a complaint, goods in an altered state that have not been altered by us.
Liquifi has negotiated freight rates from the carriers that are currently used. Liquifi makes no profit on the freight component of the invoice & if the Purchaser is not happy with the freight cost then the Purchaser is free to choose the carrier of their choice.
Freight charges are calculated on the cubic measurement, weight & destination of the order.
As a seller of Liquifi products, the Purchaser acknowledges & agrees that it will take all reasonable measures to maintain the integrity of the Liquifi brand. In no event will Liquifi be held liable for any legal issues, damages, costs or expenses incurred or arising due to non-compliance of below:
The Purchaser will not wholesale any goods purchased through Liquifi. The Purchaser will only be authorised to sell through retail outlet(s) specified in application to Liquifi. Permission must be sought to sell the goods at other outlets including any new shops or online stores that you subsequently open. Liquifi does not allow its products to be sold on Online Auction Sites (such as eBay) or through any other third party site without written permission.
The Purchaser will sell the goods in their entire packaging including all existing labels & will not tamper, change or re-label any of the goods without prior written permission.
Liquifi endeavours to ensure that any illustration, drawing or specifications supplied by Liquifi are accurate, however Liquifi accepts no responsibility for any inaccuracy or errors.
Any illustration, drawing or specifications are to be treated at all times as confidential & not made use of without the prior written consent of Liquifi.
Purchaser agrees that trade names, trade marks & logos used to identify Liquifi products are the exclusive property of Liquifi, & the Purchaser has no interest in such trade names, trade marks & logos except for the right to use them in connection with their promotion & the sale of Liquifi product items. Upon termination of the Agreement, Purchaser agrees immediately to cease all use of Liquifi trade names, trademarks & logos.
The content, including images used by Liquifi (including the website & domain name www.liquifi.com.au), unless otherwise stated are the property of Liquifi & are protected by copyright law. Except to the extent permitted by relevant copyright legislation, you must not use, copy, modify, transmit, store, publish or distribute the material used by Liquifi, or create any other material using material originating from Liquifi, without obtaining prior written consent from Liquifi. Trademarks & logos must not be used or modified in any way without obtaining the prior consent of Liquifi.
If Liquifi publishes material about its goods & prices, any part which is incompatible with these Terms is expressly excluded.
The purchaser will rely on its own knowledge & expertise in choosing any product for any purpose.
Any advice or assistance given for or on behalf of Liquifi shall be accepted at the purchaser’s risk & shall not be or be deemed given as expert or adviser nor to have been relied upon.
Any part of these Terms can be severed by Liquifi without affecting any other part.
Default or breach
Default or breach by the Purchaser of these Terms or in any dealings with Liquifi will entitle Liquifi to retain all monies paid, call-up all monies due or owing (whether currently due & owing or not), cease further deliveries & recover from the Purchaser all loss of profits without prejudice to any other of its rights under these Terms or at law.
No Set-off or Counter Claim
No set-off or counter claim will be made or applied by the Purchaser until payment in full of all bone fide invoices raised by Liquifi (whether current or overdue) & this clause may be pleaded as a bar to any action taken prior to such payment in full.
The Purchaser indemnifies Liquifi against any claim or loss arising from or related in any way to any contract or dealing between Liquifi & the Purchaser or anything arising therefrom or arising as a result of or subsequent to any breach of these Terms.
The Purchaser will pay all costs & expenses of Liquifi, its legal advisers, mercantile agents & others acting on its behalf in respect of anything instituted or being considered as a result of any breach of these Terms or breach of any dealings with Liquifi.
This Agreement is governed by the laws of New South Wales, Australia.
All contracts made with Liquifi shall be deemed to be made in New South Wales & the parties submit to the jurisdiction of the appropriate Courts in or nearest Sydney.
If Liquifi elects not to exercise any rights arising as a result of breach of these Terms it shall not constitute a waiver of any rights relating to any subsequent or other breach.
Liquifi will not be in default or breach of any dealing with the Purchaser as a result of Force Majeure (ie: anything beyond Liquifi’s reasonable control).
Other Terms & Conditions & Notice
No terms &/or conditions sought to be imposed by the Purchaser upon Liquifi shall apply unless agreed in writing by Liquifi.
Liquifi maintains the rights to alter modify & update these terms & conditions at any time, including prices & specifications without notice. The purchaser will be deemed to have notice of any change to these Terms, immediately as Liquifi adopts them.