Terms and Conditions of Sale - Wholesale
Unless otherwise agreed in writing by Houtman Watches (‘Houtman Watches’), the following are Houtman Watches Terms and Conditions of Sale. These, together with any other Terms and Conditions agreed upon in writing between Houtman Watches and the customer ('the Purchaser') shall apply to all sales of products by Houtman Watches to that Purchaser.
(a) Houtman Watches reserves the right to accept or decline, in whole or in part, any order placed by the Purchaser.
(b) Minimum Order Value (MOV): In order to receive wholesale pricing the MOV is AUD$1500. Any order value of which is not greater than $1500 ('the minimum order value') may at Houtman Watches discretion either be rejected or accepted subject to the payment of the handling fee described in 1(c).
(c) The Purchaser will be advised if the value of an order does not exceed the minimum order value. If, after such advice, the Purchaser requests that the order(s) be processed and Houtman Watches accepts the order, a handling fee may be charged to the Purchaser. This fee is in addition to any service or other charge that may be raised under clause 2.
(a) Delivery of products will be made to the depot nominated by the Purchaser.
(b) Australian Domestic orders are delivered free into store, by our nominated delivery service (i.e. AusPost, or nominated courier)
(b) International orders below AUD$5000 will attract a shipping fee. Orders over $5000 will be sent CFR.
(c) When, at the Purchaser's request, special delivery services such as express post, overnight air freight, the difference between ordinary transportation charges and the charges for special delivery services will be charged to the Purchaser.
(d) For the purpose of requesting replacement products under condition 5, in the event of any breakage or damage to individual packages occurring in transit between Houtman Watches warehouses and the Purchaser's receiving area, or short deliveries in consignment, the Purchaser must notify Houtman Watches within seven (7) days of receipt of the consignment.
(e) Non-receipt of products must be notified within seven (7) days of the date of invoice or advice of despatch otherwise, where applicable, credit for the products cannot be allowed unless required by law.
(f) Subject to conditions 2(d), 2(e), 5 and 9, and to the full extent allowed by law, Houtman Watches shall not be liable to the Purchaser for any loss or damage whatsoever (including any consequential loss) caused directly or indirectly by any delay or failure in delivery. Any delay in delivery shall not relieve the Purchaser of its obligation to accept that delivery and any remaining delivery.
(a) Prices are subject to change by Houtman Watches without notice to the Purchaser.
(b) All orders will be subject to Houtman Watches then ruling price at the date of despatch of the order by Houtman Watches. We will send order confirmation prior to dispatch.
(c) The Purchaser is responsible for any tax or Governmental charge imposed on sale of the products by Houtman Watches (for Australia purchasers) an amount equivalent to the same will be added to the invoice price and is payable at the same time.
(d) International purchasers are responsible for any import duties or taxes. Shipments will be sent duties unpaid, unless otherwise agreed.
4. PAYMENT TERMS
Unless otherwise agreed payment will be on shipment.
(a) Except where products are sent on C.O.D. terms, or other terms are notified by Houtman Watches, payments shall be due 30 days from the end of month. If payment in full is not received on or before the due date, then in addition to its rights under 4(d), the Purchaser must pay Houtman Watches interest at 5% per annum above the rate set by the Reserve Bank Official Cash Rate on any overdue amounts. Interest is calculated from the due date, on outstanding balances up to and including the day of payment or (if that falls on a weekend) up to the next working day. Accruing interest is calculated and compounded daily.
(b) By accepting products on credit on the terms set out in 4(a), the Purchaser authorises Houtman Watches to make enquiries as to the credit and financial history and responsibilities of the Purchaser, and/or the directors of the Purchaser, as required by Houtman Watches from time to time, including obtaining reports from credit reporting agencies.
(c) Any credit terms that Houtman Watches extends to the Purchaser are granted subject to the essential condition that the Purchaser has made complete and accurate disclosure to Houtman Watches in its credit application of all material information relevant to Houtman Watches decision to extend credit. The Purchaser must further keep Houtman Watches promptly informed of any material adverse change in the Purchaser’s financial or business circumstances.
(d) Houtman Watches reserves the right to terminate the Purchaser's credit account in the case of non-compliance with this condition 4. Houtman Watches may in the case of non-compliance with this condition 4 in addition or in advance of exercising any right of termination choose at its sole discretion to (i) suspend the Purchaser's credit facility, (ii) change the Purchaser's payment terms to shorten the payment period or to require cash payment on or before delivery, (iii) terminate any outstanding order (including part orders), or (iv) do any combination of (i) to (iii). The exercise of any such rights, including exercising a termination right, shall be without prejudice to any other rights Houtman Watches may have.
(e) In addition to the right(s) specified in clause 4(d) Houtman Watches may in its absolute discretion and without assigning a reason, terminate the Purchaser's credit account without notice. Upon such event all amounts payable for all products sold become due for immediate payment. The Purchaser shall not be entitled to any compensation for termination of the credit facility.
(f) The Purchaser agrees to pay to Houtman Watches or at Houtman Watches’ direction all reasonable collection costs, including commissions and legal charges on a solicitor and client basis, on all monies outstanding on its credit account should the Purchaser breach any term or condition herein and should action be taken by or on behalf of Houtman Watches to recover the debt.
(a) Products will not be accepted for return unless accompanied by a duly authorised Houtman Watches Return Products Form. Houtman Watches reserves the right to dispose of, without recourse or liability, any product returned without this authorised form
(b) On acceptance by Houtman Watches of returned products, Houtman Watches at its discretion, will either
(i) replace the accepted returned products with equivalent products; or
(ii) issue a credit note for an amount equivalent to the GST exclusive purchase price (less any allowed rebate or credit) of the accepted returned products.
(c) To the extent permitted by law, discontinued products will not be accepted for return and no credit will be granted, or monies paid to the Purchaser in respect of these products.
(d) Subject to conditions outlined herein, products will be accepted for return and replacement (or, at Houtman Australia’s discretion, credit) if they come into any of the following categories:
(i) Products that Houtman Watches is satisfied were damaged in transit between the Houtman Watches warehouse and the delivery dock of the Purchaser. In such instances, the Purchaser must notify Houtman Watches no later than seven (7) days after receipt of the consignment. Purchasers should also indicate on the carrier's consignment docket that products are 'damaged' or 'subject to check' or no claim will be granted;
(ii) Incorrect supply; that is, wrong product, not sent in accordance with the Purchaser's order;
(iii) Products that Houtman Watches is satisfied are faulty in materials or workmanship;
(iv) Products that are returned by the Purchaser under clause 9.
(e) Without limiting the other provisions of this condition 5, the following products will not be accepted for return:
(i) Products sold on a non-return basis;
(ii) Products having a packaging removed, have being opened or modified by other than authorised centres, or have other label / price tag attached;
(iii) Damaged products, except as specified in (d)(i) above.
(f) It is the responsibility of the Purchaser within 14 days of receipt to ship such products to the Houtman Watches warehouse from which the products were originally received, unless otherwise agreed.
(a) To the extent permitted by law, Houtman Watches will not be liable for delay, loss or damage (including consequential loss) due to scarcity of materials, strikes, acts of God or any other cause beyond its reasonable control.
(b) The risk in products purchased shall, unless otherwise agreed in writing, pass to the Purchaser upon delivery to the Purchaser or his agent or to a carrier commissioned by the Purchaser, and despite the fact that ownership may not have passed to the Purchaser at that time.
(c) These terms and conditions shall be governed by the laws from time to time of the State of Western Australia and in any or all legal actions that may howsoever arise from this contract the Purchaser agrees to have such matters determined within the jurisdiction of the Courts of Western Australia and their appellate Courts.
(d) To the extent permitted by law, no action at law or in equity shall be brought by the Purchaser against Houtman Watches unless brought within one year from the date of delivery of the shipment of products to the Purchaser or from the date of the alleged breach of contract whichever is earlier.
(e) The Purchaser agrees that Houtman Watches may deal with the Purchaser electronically including but not limited to having the Purchaser electronically sign documents and receive electronic notices, including without limitation, invoices, statements, receipts, records or other documents (collectively Notices) at an electronic address or addresses (whether email address, SMS number or otherwise) nominated by the Purchaser in the Purchaser's account application or that the Purchaser may advise Houtman Watches from time to time for that purpose. The delivery of any Notice from Houtman Watches is effective when sent by Houtman Watches, regardless of whether the Purchaser has read the Notice when the Purchaser receives it or whether the Purchaser actually receives the delivery. Houtman Watches also reserves the right to deal non-electronically and to require the Purchaser to do so.
(f) Houtman Watches reserves the right to vary or add to these terms and conditions of sale at any time without notice. Terms and conditions of sale are available on request. It is the Purchaser’s responsibility to review Terms and Conditions.
(a) Property in each unit of the goods shall remain with Houtman Watches until all monies owing to Houtman Watches on account of the purchase price of those units have been paid ('the Debts').
(b) Until the Debts have been paid, the Purchaser:
(i) Shall, subject to clause (c), take custody of the goods and retain them as Houtman Watches trustee, fiduciary agent and bailee;
(ii) Must not charge, mortgage or encumber the goods;
(iii) Shall ensure that the goods are insured and stored or identified such that they are readily distinguishable from other goods (including other batches of the same type of goods) held by the Purchaser or other persons.
(c) Until the Debts have been paid, the Purchaser has the right to move, sell and otherwise use the goods in the ordinary course of business, subject to the following:
(i) The Purchaser may resell the goods, but only as fiduciary agent and trustee for Houtman Watches and by way of bona fide sale in the ordinary course of its business; and
(ii) The Purchaser shall hold such part of the proceeds it receives from any sub-sale of the goods under clause 7(c)(i) that is less than or equal to the Debt owed to Houtman Watches at the time of receipt (the 'Proceeds') as fiduciary agent and trustee for Houtman Watches;
(d) In the event of default of these terms and conditions or other agreement between Houtman Watches and the Purchaser in relation to the settlement of Debts, then:
(i) Immediately on Houtman Watches’ request the Purchaser must return to Houtman Watches any goods acquired from Houtman Watches on which there are outstanding Debts;
(ii) the Purchaser irrevocably authorises Houtman Watches, its employees and agents to enter any premises or vehicle owned by the Purchaser for the purposes of taking possession of the goods if Houtman Watches has reasonable grounds to expect that Houtman Watches may find any part of the goods there and the Purchaser authorises Houtman Watches by its employees and agents to use all reasonable force to obtain such possession. That applies even if Houtman Watches holds some negotiable instrument or security for the unpaid amount; and
(iii) Houtman Watches may resell those goods.
(e) In this clause 'paid' means receipt of cash or cleared funds by Houtman Watches in settlement of the Debts and 'Proceeds' includes all benefits (including book debts and choses in action) received by the Purchaser from the disposal, whether by sale or otherwise, of the goods or material incorporating the goods.
(f) The Purchaser agrees that Houtman Watches may apply any payment from the Purchaser or on the Purchaser's behalf, at Houtman Watches’ absolute discretion, irrespective of whether the Purchaser, or the person making the payment, directs how the payment is to be applied. Without limiting those general words, Houtman Watches may apply a particular payment to or towards a payment or obligation that the Purchaser owes to Houtman Watches that is not secured by any security interest or to or towards payment for a particular good or particular goods rather than to another good or other goods.
(g) Any part of this clause that is unenforceable, ambiguous or illegal will be severed from these terms and conditions and such severance will not affect the enforceability of the remaining terms and conditions.
A provision of or a right created under these terms and conditions in favour of Houtman Watches may not be waived or varied except in writing signed by Houtman Watches. Houtman Watches may elect not to exercise its rights arising from a breach of any provision of these terms and conditions and such election, even if the breaches are continuous and multiple shall not create any estoppel or presumption against Houtman Watches.
To the full extent allowed by law and subject to the following paragraphs, Houtman Watches hereby excludes all warranties, express or implied, in connection with the sale or supply of products to the Purchaser and limits its liability with respect to any sale or supply of products to the Purchaser to that (if any) under condition 5, and Houtman Watches shall not be liable to the Purchaser or any other party for compensation loss or damages including any incidental or consequential damages in connection with the products.
Statutory notice and business to business liability cap: consumer transactions.
The balance of this clause only applies if the Purchaser is a deemed 'consumer' under the Australian Consumer Law and may not apply in every case. Houtman Watches does not vary or extend the remedies otherwise available to the Purchaser by including the following.
Houtman Watches’ goods come with guarantees that cannot be excluded under the Australian Consumer Law. The Purchaser is entitled to a replacement or refund for a major defect. The Purchaser is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
Provisions of the Competition and Consumer Act, the Australian Consumer Law, and other statutes in some cases either cannot be excluded, restricted or modified; or can only be restricted or modified to a limited extent. If any provisions of those types do apply, then to the extent permitted by law Houtman Watches’ liability under those provisions is limited as follows. Houtman Watches liability in relation to goods is limited at Houtman Watches’ option to replacement of the goods or the supply of equivalent goods; or repair of the goods; or payment of the cost of replacing the goods or of acquiring equivalent goods; or payment of the cost of having the goods repaired. Houtman Watches’ liability in relation to services is limited at Houtman Watches’ option to the supplying of the services again; or the payment of the cost of having the services supplied again.
Houtman Watches Australia
Terms and Conditions of Sale - Wholesale
Version 1.1, 1 November 2021
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