Agreement Details
(a) This Agreement (the "Agreement"), is made by and between K&J Supplies, (referred to as the seller, wholesaler, we, our or us), AND THE CUSTOMER (referred to as the buyer, customer, you or your).
(b) The Customer agrees to these Conditions to the exclusion of all other terms or conditions, warranties or representations contained in or referred to by or in the Customers order and/or
(c) Any written error, typographical and/or clerical or omission in any sales quotation, purchase order or invoice issued by K&J Supplies shall be subject to correction without any liability on K&J Supplies part whatsoever.
1. Purpose and Scope
(a) K&J Supplies is a consumer electronics company buying and selling a vast and varied range of consumer electronics.
(b) This contract is made by and between the buyer and seller. Hereby the buyer agrees to buy, and the seller agrees to sell the products classified and specified on the invoice which is suued by the buyer to the seller or the seller to the buyer from time to time. The invocie is to be read in conjunction with this agreement.
2. Payment Terms
(a) Payment dates and terms will be stipulated on each PI and/or Invoice.
(b) Payment must be made in full by the date stipulated on the invoice. This payment date is most commonly in accordance with the time it takes to ship and receive the goods, usually 1-7 days after the invoice date.
(c) A member of the K&J Supplies team will contact you if a payment becomes outstanding. If your account is outstanding for 30 days past the invoice due date and not otherwise formally extended in writing with a K&J Supplies team member, you will be charged an interest rate of 5% immediately on late payments. Then a monthly interest rate of 3% will be applied to your overdue amount calculated monthly. We will then refer your account to a third-party debt collection agency or our credit insurers debt collection services or agencirs.
(d) Should you be approved to hold stock on consignment all attempts should be made by the customer to sell goods within 2 weeks. The price of the stock must not be sold for less than the price perscribed by K&J Supplies. During and beyond this time, frequent and clear communication must be adhered to between the customer and K&J Supplies. It is the customers responsibility to communicate price fluctuation in the market to K&J Supplies that may affect the customers ability to sell the stock. Despite this the customer must not sell the stock at a price less than what has been designated by K&J Supplies from time to time.
3. Overdue Accounts
Once your account has been passed onto debt collection, you will be responsible for any fees involved in recovering the debt as well as any further costs associated with the proceedings to recover the debt including but not limited to debt collection, legal, court, litigation and/or arbitration fees at K&J Supplies discrection.
4. Risk
The risk of the commodity shall be transferred to the buyer once the commodity is received.
5. Title of Goods
Ownership of the Goods shall not pass to you until you pay us all monies owing in respect of such Goods.
Until property of the Goods passes from us to you, it is agreed that:
(a) You hold the Goods on a fiduciary basis as K&J Supplies' bailee;
(b) You shall retain the Goods in such manner that they are readily identifiable as our property;
(c) The Goods supplied shall nevertheless be at your risk;
(d) If you part possession of Goods or any part thereof or sell K&J Supplies Goods, or bundle K&J Supplies goods with other products before full payment has been made, K&J Supplies registers interest in these goods and/or the proceeds from these goods.
(e) Maintain the Goods in satisfactory condition insured through a reputable insurance company for their full price against all risks and will hold the proceeds of the insurance on trust for K&J Supplies.
(f) You shall return the Goods to us should we request you to do so at your own cost including import taxes and duties.
(g) K&J Supplies reserves the right to confiscate and/or retract good supplied by K&J Supplies at our sole discretion should full payment not be made and/or other disputes arise.
(h) The Customer's right to possession of the Goods shall terminate immediately if the Customer enters into bankruptcy, insolvency, liquidation or a resolution is passed by any court for the winding up of the Customer and/or its company.
(i) K&J Supplies is granted an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated as K&J Supplies sees fit in order to recover them.
6. Communication
All emails, text messages and WhatsApp communication, images, videos, are legally binding. Due to international privacy constrictions and the international and time sensitive nature of the business, communication, and confirmation regarding purchases via WhatsApp messaging will be deemed legalised, legitimate and be legally binding as well as and alongside email and text message communication.
7. Proforma Invoices, Purchase Orders and Invoices
K&J Supplies' products and their prices shall be agreed upon prior to invoice generation. Any issues with the Proforma invoice (PI), Purchase Order (PO), or Invoice must be raised as soon as possible and before the goods are shipped. Each product, it's price and quantity must be agreed to by the buyer before goods are shipped. The buyer may agree to the invoice in writing, verbally or by implication by way of giving further instructions to K&J Supplies. Some terms may vary from purchase to purchase and will be outlined on the invoice sent to you before the shipment is sent. Details of price, quantity and payment terms shall be laid out in the invoice. This is binding. Communication via email, text messages and/or via WhatsApp shall be legally binding as per industry standards.
8. Freight
We will strive to meet the requirements of your requested delivery date. However, we will not be liable for any losses you suffer as a result of delay or failure to deliver the Goods.
9. Cancellation
All orders are final and cannot be cancelled once the order has been confirmed by any methods outlined in clause six and the invoice has been generated and sent. We do not accept returns for unsold Goods or change of mind.
10. Inspection & Claim
Quality should be in conformity with the specification of the seller. Should the quality not be in conformity with the specifications of the seller, the claim, should be presented to the seller within 24 hours of receival of stock, together with CCTV footage, the relevant inspection report and photos issued and provided by a reputable independent surveyor.
It is your responsibility to inspect the Goods on delivery and advise us within 24 hours of any alleged defect, shortage in quantity, non-delivery, damage or failure to comply with the description on the invoice. Remedy shall be discussed in case of damage and will not amount to a termination of the agreement for the sale of Goods. You will afford us a reasonable opportunity to inspect the Goods following delivery if you believe the Goods are defective in any way. Should you fail to strictly comply with this clause, the Goods shall be presumed to be free of any defect or damage. Non-delivery must be reported immediately within 24 hours of the expected arrival day.
11. Fees, Taxes & Duties
(a) Terms are CIF unless otherwise specified.
(b) It is the purchasers' responcibility and/or their counterparts to check and pay taxes and duties on K&J Supplies goods in adherence to their country's taxes and duties laws. K&J Supplies will not be responsible to pay any taxes and duties on imports for any reason whatsoever.
(c) Any other fees outside of CIF terms must be covred by the purchaser. This may include but is not limited to any further logistics, holding, releasing, freight, warehousing, government tax and duties fees.
12. Warranty & Liability
(i) We make no representations or warranties, express or implied.
(ii) Any warranty on the product shall be held under the brands international warranty and not K&J Supplies. The end user is obligated to entertain warranties and make complaints by liaising with the brands' product agent representation of their country.
(iii) K&J Supplies shall not be liable for any death or personal injury arising from use or supply of Goods.
13. Copyright and Intellectual Material
All K&J Supplies product images and product copy are subject to copyright and are the property of K&J Supplies.
14. Product Modification
K&J Supplies Goods can not be modified.
15. Liability
K&J Supplies cannot be held liable for any losses, costs, damages and expenses (including legal costs) resulting from claims arising out of your breach of this Agreement. This includes but is not limited to fault with the product, delivery delays, damaged product or packaging, misrepresentation, product recall, business interruption costs, economic loss of any kinds including profit, anticipated profit, overheads, administative costs or damage to the Customer's reputation or goodwill.
16. Force Majeure
K&J Supplies will not be liable for any failure to perform any obligation under any Agreement which is due to an event beyond the control of such party including but not limited to any Act of God, terrorism, war, Political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, strike, natural disaster, earthquake, flood, pandemic or epidemic, or any other natural or manmade eventuality outside of our control which could not have been reasonably foreseen. If either Party is affected by such an event either Party shall forthwith inform the other Party of the same and shall use all reasonable endeavours to comply with the terms and conditions of any Agreement contained herein and any other contract or verbal negotiation or agreement made between you and K&J Supplies.
17. Privacy Statement
We are committed to protecting your privacy and comply with Australian privacy principles.
18. Intellectual Property
Engagement with K&J Supplies does not give you ownership of any intellectual property rights in our Services and Products or the content you access. You may not use content from our Services, Products, or website. This agreement does not grant you the right to use any of K&J Supplies branding or logos. You do not have the right to replicate, remove, obscure, or alter any documents, applications or legal notices displayed in or along with our Services, Products or Paperwork.
19. Confidentiality
Information acquired by K&J Supplies during the engagement is subject to strict confidentiality requirements. Your information will not be disclosed to other parties. These terms and conditions and any prices on the invoice are strictly confidential.
20. Personal Property Securities Act
Upon assenting to this Agreement, you agree that this Agreement constitutes a security agreement for the purposes of the Personal Property Securities Act 2009 (Australia PPSA), and or any similar other similar registration for the registration of any other personal property security interest legislation in the country where the goods are situated.
To secure payment of Goods and/or the performance by you of your obligations under this Agreement and any other contract to which this Agreement applies or may in the future apply, you grant to us a security interest (within the meaning of the PPSA) in:
all Goods previously supplied by us to you (if any); and
all Goods that will be supplied in the future by us to you.
You will perform such acts and provide such information as in our opinion is necessary or desirable to enable us to perfect our security interest under the PPSA (including by registering the security interest on any applicable the personal property securities register).
It is agreed that:
You shall indemnify and reimburse to us on demand any costs and expenses incurred in registering a financing statement and/or a financing change statement and/or in releasing any Goods to which the security interest applies or did apply;
You waive your right to receive information about interested persons relating to our security interest and neither are you required to provide this in accordance with section 275 of the PPSA.
21. Period of Engagement
This contract shall stay in place between both parties continuously and shall commence upon receiving this contract. You accept these terms by making an order for goods.
22. Severance
If any of the terms or conditions in this Agreement are or become for any reason 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 terms or conditions.
23. Waiver
Failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under this Agreement or any other contract to which this Agreement applies by us does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this Agreement.
A waiver or consent given by us under this Agreement is only effective and binding on us if it is given or confirmed by us in writing.
No waiver of a breach of this Agreement operates as a waiver of another breach of that term or condition or of a breach of any other term or condition in this document.
24. Arbitration & Litigation
(a) All disputes arising out of the performance of or relating to this contract shall be settled amicably through negotiation.
(b) In case no settlement can be reached through negotiation within 30 days or if your account is outstanding for 30 days past the invoice due date and not otherwise formally extended in writing, the case may be submitted to the local authorities and/or agencies. This can include but is not limited to debt collection services and agencies and/or our credit insurers debt collection services and agencies. You will be responsible to bear all costs involved in this process.
(c) Disputes arising out of or in connection with this agreement or any PI or Invoice of goods or if your account is outstanding for 30 days past the invoice due date and not otherwise formally extended in writing, either party may refer the matter to the international chamber of commerce in accordance with the ICC arbitration rules. The seat of arbitration shall be Melbourne Australia. The number of arbitrators shall be 1. The arbitration shall be conducted in English and both parties agree that this arbitration clause is binding on the parties in accordance with the New York convention on the recognition and enforcement of foreign arbitial awards 1958 and the parties acknowledge and agree that they wave their rites to forum non conveniens.
You will be responsible to bear all costs involved in this process.