Standard Terms and Conditions

SCOPE OF TERMS AND CONDITION

These Terms, as amended or replaced from time to time and published on our website at www.sabco.com.au, apply to any Goods supplied to the Customer by one or more of Sabco Australia Pty Ltd, Libman APB Pty Ltd or any other related body corporate of Sabco Australia Pty Ltd. (Sabco Group).

These Terms contain the entire agreement in respect of the supply of Goods to the Customer.

PAYMENT FOR GOODS

Sabco Group will issue invoices to the Customer after Goods have been delivered.

The price of all goods is in Australian dollars and is exclusive of GST unless a price is expressed to be inclusive of GST.

The Customer must pay Sabco Group the invoice amount in Australian Dollars within thirty days from the end of the calendar month during which those goods were delivered or such other period notified by Sabco Group to the Customer.

If any invoice is not paid in full in accordance with clause 2.3, Sabco Group may:
put the Customer’s account on Stock/Credit hold until payment in full is received;
charge the Customer interest on the unpaid amount until paid in full at the rate prescribed by the Penalty Interest Rate Act 1983 (Vic).

The Customer is not entitled to withhold payment of any amount due on account of any claim against Sabco Group.

If Goods are delivered in instalments Sabco Group may invoice on a pro rata basis and the Customer agrees to pay each instalment invoice as it becomes due.

The Customer agrees to pay any fees including legal fees incurred by Sabco Group in collecting any overdue payments.

DELIVERY OF GOODS

The Customer acknowledges that any Delivery date is an estimate only. Sabco Group shall use reasonable and commercial endeavours to deliver the goods on or before the Delivery Date but does not warrant or represent that the Goods will be delivered on the Delivery Date. Sabco Group will not be liable under any circumstances for any loss, damage or delay occasioned to the Customer arising from late or non-delivery nor shall the Customer be entitled to treat this agreement as repudiated if goods are not delivered on or before the Delivery Date.

If Sabco Group is unable to deliver Goods to the Customer on or before the Delivery Date for any reason whatsoever beyond Sabco Group’s control, then Sabco Group may:
deliver the Goods to the Customer after cessation of any such delaying event and these Terms will continue to have full force and effect as though the Goods had been delivered on or before the Delivery Date; or
Rescind these Terms in which case the Customer will have no recourse against the Sabco Group except for a refund of any part of the Purchase Price paid in respect of the Goods.

The Customer agrees that if it fails or refuses to take delivery of Goods then the Sabco Group may, in its sole discretion and without prejudice to any of its other rights, store those Goods at the risk and expense of the Customer.

Where the Customer requests Sabco Group to arrange for transportation of Goods, the Customer must pay for all carriage charges and expenses including cartage and insurance, unless otherwise agreed by Sabco Group in writing.

Sabco Group will have the right to suspend deliveries of Goods (notwithstanding that the Customer may not be in arrears with any payment) where Sabco Group in its absolute discretion considers the amount outstanding in the Customer’s account (whether due for payment or not) is the limit to which Sabco Group is prepared to allow the Customer credit.

Limitation of Liability

To the extent permitted by law, Sabco Group accepts no responsibility or liability whether in contract or tort (including negligence or breach of statutory duty) or otherwise in connection with the supply of Goods for any indirect damages or losses or for any special, punitive or exemplary damages.

The Customer hereby indemnifies Sabco Group against any liability, loss damage, cost or expense it suffers or incurs in relation to the actual or contemplated enforcement of these Terms, including but not limited to any debt collection costs and related legal costs.

Nothing in this contract, whether express or implied, shall be taken to exclude, restrict or modify any non-excludable conditions, warranties or rights contained in any applicable State or Commonwealth legislation, including the Australian Consumer Law.

If Sabco Group is held liable in respect of Goods for a breach of a condition or warranty implied by the Australian Consumer Law or the Goods Act 1958 (Vic) or equivalent statutes of any relevant jurisdiction any liability for such breach will be limited at Sabco Group’s discretion to: (a) a replacement of those Goods or the supply of equivalent goods; b) the payment of the value of the Goods or of replacing the Goods or of acquiring equivalent goods; (c) the repair or restoration of the Goods; or (d) the payment of the costs of having the Goods repaired or restored.

RETENTION OF OWNERSHIP

Upon Goods being delivered to the Customer, those Goods shall be at the Customer’s risk.

Title in, and ownership of Goods will remain with Sabco Group until the Customer has paid Sabco Group for those Goods in full and cleared funds.

Until title in and ownership of Goods passes to the Customer, the Customer will, from the time those Goods are delivered, hold the Goods as fiduciary agent and bailee of Sabco Group. The Customer will ensure that the Goods do not lose their identity as and are clearly identifiable as the property of Sabco Group and are properly stored, protected and insured.

When the Customer has custody of Goods as the fiduciary agent and bailee of Sabco Group under clause 5.3, the Customer may re-sell such Goods at arm’s length, on market terms and in the ordinary course of the Customer’s business but cannot incur any liability for or on behalf of Sabco Group to any third party by contract or otherwise.

If the Customer re-sells Goods under clause 5.4, then the Customer will hold on trust for Sabco Group the proceeds of the sale of the Goods, up to an amount equal to the amount owed to the Sabco Group in respect of those goods.

The Customer will maintain records to ensure that trust money and trust property are clearly identifiable as being held on trust for Sabco Group. Moneys held on trust for Sabco Group will be kept separate until they are paid to Sabco Group.

Enforcement

If an event of Default occurs or is continuing, Sabco Group may immediately enforce these Terms. Without limitation, this includes:
demanding that the Customer immediately pay to Sabco Group any money or proceeds held on trust or otherwise for Sabco Group;
re-taking possession of any Goods not paid for and for that purpose Sabco Group may enter free from trespass any premises occupied by the Customer or any other place where any Goods are stored;
re-selling any re-taken Goods and applying the proceeds after defraying expenses of sale and enforcement in or towards reduction of amounts due and payable to Sabco Group; and
Enforcing the Customer’s indemnity to Sabco Group (and the Customer must pay on demand to Sabco Group) for all loss, damage, costs or expenses which Sabco Group may suffer or incur in exercising its rights under this clause 6.

The Customer must comply with any reasonable directions given by Sabco Group to ensure compliance with clause 6.

The Customer irrevocably appoints Sabco Group as its true and lawful attorney to recover any proceeds of Goods re-sold under clause 5.4 to any person and to exercise the Customer’s rights against such person, including, without limitation, the right to re-take possession of those goods.

CANCELLATION

The Customer may not cancel any orders unless:
written notice of intention to cancel the order is given to Sabco Group within seven days after the date of the order; and
Sabco Group (in its absolute discretion) notifies the Customer in writing that it agrees to accept the cancellation of the order; and
the customer pays Sabco Group any amounts reasonably necessary, as determined by Sabco Group, for any costs, losses or damages incurred by Sabco Group.

Sabco Group reserves the right to accept or reject all or part of any order submitted by the Customer.

OTHER TERMS

The Customer must immediately notify Sabco Group of any alteration to the ownership or effective control of the Customer.

The Customer may not assign its rights in this agreement without the prior written consent of Sabco Group, but consent to any assignment in whole or in part is at Sabco Group’s absolute discretion.

If any provisions of these Terms, or the application of these Terms to any person or circumstance, is found to be invalid or unenforceable this will not affect the validity or enforceability of the other provisions of these Terms which will remain in full force and effect.

Notices or other communications to be given under these Terms will be deemed to have been given if they are in writing and signed by, or on behalf of, any of the respective parties and served upon the other party being delivered by hand or sent by ordinary post or by being transmitted by email. Any such notice or communication will be deemed to have been received at the time at which it is left at the recipient’s address or at the expiration of 3 business days hours from the time of posting or upon receipt.

The Customer gives Sabco Group a security interest in all Goods Sabco Group supplies to the Customer.

The Customer agrees that if it is acting as a trustee of a trust, any security interest given by it applies to the assets of the trust and its personal assets. The Customer also agrees that on request, it will provide Sabco Group with a copy of the trust deed of the trust.

These terms will be governed by the laws of Victoria and the Customer and Sabco Group agree to submit to the jurisdiction of the Victorian Courts.

PRIVACY

Sabco Group will deal with any personal information provided by the Customer in connection with the provision of credit and the supply of Goods in accordance with its Privacy Policy as published on Sabco’s website at https://sabco.com.au/privacy-policy/ and as amended from time to time.

PPSA

Words and expressions used in this clause 9 which are not expressly defined in these Terms but which have a defined meaning in the PPSA have the meanings given in the PPSA.
1. 9.2 The Customer acknowledges that:
these Terms including any order and invoice covering any goods ordered by the Customer create a registrable security interest under the PPSA in the Goods and the proceeds of the Goods.
Where Sabco Group has other enforcement rights in addition to the enforcement rights provided for in the PPSA, those other enforcement rights will continue to apply.
1. Customer’s undertakings

The Customer:

at Sabco Group’s request, must promptly execute any documents and do anything required (including to register any security interest on the PPS Register) to ensure that:
any security interest created under these Terms is perfected and remains continuously perfected;
Sabco Group’s priority position is preserved or secured; and
any defect in the security interest, including its registration, is overcome.
must reimburse Sabco Group for all expenses incurred in registering a financing statement or financing change statement on the PPS Register, and for the enforcement of any rights arising out of Sabco Group’s security interest;
must notify Sabco Group within 7 days of any change its name, address, contact details or any other details that would cause any details in a financing statement to be different
must not register a financing change statement or a change demand without The Vendor’s prior written consent;
except as provided in clause 5.4, must not without Sabco Group’s prior written consent, sell, lease, dispose of, create a security interest in, mortgage or part with possession of the Goods or any interest in them (or purport or attempt to purport to do any of those things) or permit any lien over the Goods;
must notify Sabco Group as soon as the Customer becomes aware of any of the following:
if any personal property which does not form part of the Goods becomes an Accession to the Goods; or
if any of the Goods owned by Sabco Group is situated outside Australia or, on request by Sabco Group, of the present location or situation of the Goods;
must keep full and complete records of the Goods;
- To the extent that the PPSA permits, the Customer waives its rights:
to receive a copy of any verification statement or financing change statement or a statement of account on the sale of the Goods;
to receive any notice required under the PPSA, including a notice that Sabco Group intends to sell the Goods or to retain the Goods on enforcement of the security interest granted to Sabco Group;
to object to a proposal by Sabco Group to retain the Goods in satisfaction of any obligation owed by the Customer to Sabco Group;
to reinstate the security agreement by payment of any amounts owing or by remedy of any default where Sabco Group has the right to dispose of or retain the Goods;
- Disclosure of information
Subject to clause 9.5(b), neither Sabco Group nor the Customer may disclose any information or documents supplied by the other party that is not publicly available, including information of a kind referred to in section 275(1) of the PPSA.
Sabco Group and the Customer may only disclose information or documents:
where Sabco Group is assigning, securitising, or enforcing or seeking to assign, securitise or enforce these Terms or in a proceeding arising out of or in connection with these Terms or to the extent that Sabco Group considers disclosure necessary to protect its interests;
to its legal advisers and its consultants;
with the prior written consent of the other party, which must not be unreasonably withheld; or
As required by law, provided that the party required making disclosure must give the other party reasonable prior notice of the proposed disclosure.

Clause 10 survives the termination of these Terms.

DEFINITIONS

In these Terms unless inconsistent with the subject or context:

Customer means the person named on the Invoice as the Customer, any person who accepts the Invoice as Customer and the successors in title, legal personal representatives, assigns, employees, servants and agents of the Customer. If the Customer constitutes more than one person or entity, the Terms bind each of them jointly and severally.

Default means:
the customer fails to pay in full when due any monies owing to Sabco Group under these Terms;
an Insolvency Event occurs or is continuing;
the Customer parts with possession of Goods held under clause 5.3 otherwise than
by way of sale in the ordinary course of the Customer’s business; or
the Customer breaches any of the other provisions of these Terms.

“Delivered” means that the Goods have been, as directed by the Customer, either: (i) delivered to the customer; or (ii) collected from Sabco Group’s premises.. A delivery acknowledgment signed by the Customer is sufficient evidence of delivery.
“Delivery Date” means the date for delivery of Goods.
“Goods” means any goods supplied, or to be supplied, by Sabco Group to the Customer.
“Insolvency Event” means any of the following events:
An administrator, receiver and manager, or similar officer is appointed to the Customer;
An application or order is made, proceedings are commenced, a resolution is passed or proposed in a notice of meeting, or other steps are taken for:
the Customer’s winding up, dissolution, or administration;
the Customer entering into an arrangement, compromise or composition with or assignment for the benefit of creditors;
The Customer ceases, suspends or threatens to cease or suspend the conduct of all or a material part of its business
The Customer is, or under legislation is taken to be, insolvent or bankrupt.
“Tax Invoice” means a written invoice from Sabco Group to the Customer for Goods.
“PPSA” means the Personal Properties Securities Act 2009 (Cth).
“Purchase Price” means the price for Goods specified in the invoice for those goods.
Sabco Group means Sabco Australia Pty Ltd. (ABN 52 108 341 911), Libman APB Pty Ltd. (ABN 38 078 635 195)’ and any related body corporates wholly owned by Sabco Australia Pty Ltd), its successors in title, transferees, assigns and, where applicable, its officers, employees and agents.
“Stock/credit Hold” means the customer’s account will be put on hold and will be unable to purchase any Goods on credit.