Terms and Conditions of Trade
Terms and Conditions of Trade forSouthern Woods Nursery Ltd and Southern Cross Truffles Ltd (jointly called the Vendor)
Where the Consumers Guarantees Act 1993 applies to any goods, nothing in these Terms and Conditions affects the Customers rights and remedies under that Act.
General Conditions
All orders are accepted only on the basis that the Customer has accepted the order and the following conditions of sale, which together shall constitute the full and complete contract (the Contract) between the Customer and the Vendor.
Price
All prices, and any offers for supply or price lists, are subject to variation without notice. All retail prices include GST and exclude freight (unless by prior arrangement). Trade prices to approved trade account holders exclude GST.
Order Confirmation
On receipt of your order we will acknowledge availability, or otherwise, of the goods required with an 'order confirmation', or 'service confirmation', which may request a non-refundable deposit of up to 25%, payable immediately. If after 30 days no deposit is received the order may be cancelled without notice. Confirmed orders will be supplied in full subject to any shortages caused by conditions beyond our control.
Payments
The balance of the invoice is payable on collection, or, if freighted, within 7 days of invoice date. For approved trade account holders, (those who have completed our credit application form, and have been approved) payment is due on the 20th of the month following delivery. Credit is given at the Vendor's absolute discretion and may be suspended at any time without notification to the Customer. Payment may be made direct to our bank account, or by cheque, credit card or cash.
Ownership
All goods remain the property of the Vendor until full payment has been received.
Overdue Accounts
Any overdue accounts will be charged compounding interest at 3% per month. All collection costs, disbursements and expenses relating to unpaid invoices and their collection will be charged to the Customer. The Vendor has the option to suspend the delivery of further goods until the account is paid in full.
Delivery
Delivery may be by collection from the nursery or by freighting to a destination. The Vendor will arrange freight and invoice the costs direct to the Customer. Five working days notice must be given to the Vendor prior to delivery or collection. The goods become the responsibility and are at the sole risk of the Customer on leaving the nursery premises. The Customer should insure the goods accordingly.
The time of delivery will be within the planting season defined each year as running from 1 May to 31 October, unless agreed otherwise by mutual and written consent. Bare-Rooted (OG) stock ordered but not collected by 31 August may be sold and any deposit paid lost.
The Vendor has the right to make deliveries in installments. Failure or delay by the Vendor in making delivery shall not entitle the Customer to repudiate this Contract.
At the end of the agreed delivery period, should the Customer still want the goods, the Vendor has the right to charge a maintenance fee of 10% per month on top of the purchase price until such time as the Customer takes delivery. In such circumstances the Vendor takes no responsibility for any deterioration of quality of the goods. The Customer is liable for goods ordered under this Contract, but not required by the Customer by the close of the delivery period, and accordingly the Customer may be invoiced in full or part, and any deposit lost. The Vendor may on-sell goods not taken by the Customer at the end of the delivery period. The Customer has no right of credit if the undelivered goods are on-sold.
Claims
The right to reject non-conforming or defective goods shall be limited to rejection notified in writing to the Vendor within 48 hours of receipt of goods, and the goods returned to the Vendor within 48 hours of receipt at the Customer's expense. Claims for goods damaged in transit should be made to the last carrier.
Force Majeure
The Vendor shall not be liable for delay or failure to perform its obligations arising from any Act of God or if the cause of the delay or failure is beyond its control.
Packaging
A packaging charge of $7.50 per bundle for large open ground trees is applicable and such charge is additional to the price. Otherwise, packaging is included in the price. A credit will be issued for pots and packaging returned in good condition (to be determined by the Vendor at its sole discretion).
Trays
A deposit of $10.00 per holding or growing tray will be charged where applicable. A full credit will be issued when trays are returned within three months of purchase, in a re-usable condition (to be determined by the Vendor at its sole discretion).
Indemnity
The Customer shall comply with all instructions of the Vendor in relation to the handling and use of the goods and services, and, notwithstanding such compliance, the Customer shall keep the Vendor indemnified against all costs, claims, demands and liabilities of whatsoever nature, including without prejudice to the generality of the foregoing, claims for death, personal injury, damage to property and consequential loss (including loss or delay of profits or income), which may be made against the Vendor or which the Vendor may sustain, pay or incur as a result of or in connection with the manufacture, sale or use of the goods or services, unless such cost, claim, demand, expense or liability shall be directly and solely attributable to the negligence of the Vendor or the negligence of a duly authorised employee or agent of the Vendor.
Conditions of Sale
We take the greatest of care to have all trees, plants, seed, fungi etc to be of merchantable quality, and to be true to name and description, but any express or implied conditions, statements or warranty whether arising by statute or common law or otherwise as to mrechantable quality, names or description is hereby excluded. Errors and omissions are accepted.
With regard to consultancy services provided, no assurance or warranty is given as to the accuracy, timing, or extent of any projections or predictions given. Nor is there any guarantee given that any husbandry or management suggestions given will have any or all of any intended or predicted results.
Personal Property Securities Act 1999 ("PPSA")
This Contract constitutes a security interest in the goods for the purposes of the PPSA as security for payment by the Customer of all amounts due under this Contract, including any future amounts.
The Customer agrees to promptly execute and deliver to the Vendor all assignments, transfers and other agreements and documents and do anything else which the Vendor may deem appropriate to perfect the Vendor's security interest in any Products, or obtain the priority required by the Vendor or register (and renew registration) a financing statement for a security interest in favor of the Vendor in the Products.
To the extent that Part 9 of the PPSA applies, the Customer agrees that the provisions of sections 114(1)(a), 117(1)(c), 120, 122, 133 and 134 of the PPSA which are for the Customers benefit, or place any obligations on the Vendor in the Customers favor, shall not apply; and where the Vendor has rights in addition to those in Part 9 of the PPSA, those rights shall continue to apply.
To the extent that Part 9 of the PPSA applies, without limiting anything in the previous paragraph, the Customer hereby waives its rights under sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
We do not undertake to replace failures caused by circumstances beyond our control, or to be responsible for the resultant crop produced.