Koa Goods Ltd General Terms and Conditions of Trading (Sept 2016)

1. Acceptance

• All orders are subject to acceptance and confirmation by Koa Goods Ltd.

2. Cancellation

• No orders may be cancelled by the customer following confirmation and acceptance by Koa Goods Ltd.

3. Prices

• Orders will only be accepted on the basis that the prices are subject to variation with notice, and the price ruling at the date of delivery shall be payable.

4. Goods and Services Tax (GST)

• Prices are stated net of any applicable goods and services tax, which tax the customer will pay on supply, together with any such taxes payable on any other charges hereunder.

5. Payment Terms

• Payments are to be made prior to production unless specified otherwise.
• There is no minimum monthly spend requirement for account customers of Koa Goods Ltd.

6. Overdue Accounts

• a) Koa Goods Ltd may charge and recover interest on overdue accounts at the rate of 2% per month, or part thereof, from the date of invoice.
• b) Koa Goods Ltd reserves the right to recover all costs incurred in the recovery of outstanding debts from the purchaser.
• c) Koa Goods Ltd shall be entitled to cancel deliveries due under this or any other order when payments are overdue, and the customer shall indemnify Koa Goods Ltd for any losses suffered by reason of any cancellation.

7. Delivery

• a) Costs of delivery will be charged to the purchaser unless specified otherwise.
• b) Deliveries will be made against orders in accordance with confirmations until the order is filled.
• c) Deliveries may be subject to delays caused by strike, fire, accident, transport delays, or any other situations beyond the control of Koa Goods Ltd.
• d) Delivery times on orders are estimates only, and Koa Goods Ltd shall have no liability to the customer for any losses whatsoever which arise by reasons of delays.

8. Damages or Delivery Claims

• a) All claims for damage or adjustments for short or incorrect delivery must be advised in writing to Koa Goods Ltd within 7 days of receipt of the goods.
• b) All claims must be supported by packing note, delivery docket, invoice, and order numbers.
• c) Claims shall not be allowed unless accompanied by full and correct documentation.
• d) Payments due on invoice may not be withheld pending adjustments or settlement of any outstanding claims.

9. Defective Goods

• a) Where defective goods have been supplied, Koa Goods Ltd will, at its sole discretion, either replace such goods or allow an appropriate credit not exceeding the costs of those goods.
• b) Shade matching and design reproduction will be within normally accepted commercial tolerances.
• c) Koa Goods Ltd has no liability for any consequential losses howsoever arising.
• d) Koa Goods Ltd has no liability once goods have been cut, altered, printed, relabeled, or worked on in any way, shape, or form.

10. Title and Security (Personal Property Securities Act 1999)

• a) The risk in the goods supplied by Koa Goods Ltd to the customer shall pass to the customer immediately the goods leave Koa Goods Ltd premises, but ownership in them shall not pass to the customer until the customer has discharged the full amount due in respect of the purchase.
• b) Until payment has been made of the full amount due in respect of the purchase, the customer acknowledges and agrees that:
  • i) Until the customer has paid for the goods supplied hereunder, the relationship of the customer to Koa Goods Ltd shall be fiduciary in respect of the goods.
  • ii) The customer shall store the goods supplied in a way that it is clear that they are the property of Koa Goods Ltd.
  • iii) The customer hereby irrevocably gives Koa Goods Ltd, its agents, and servants, leave and license without the necessity of giving any notice to enter on and into any premises occupied by the customer to search for and remove any of the goods supplied by, or in which Koa Goods Ltd has ownership as aforesaid without in any way being liable to the customer or any person or company claiming through the customer.
  • iv) If the goods have been resold by the customer prior to payment of the full amount due in respect of the purchase of the goods from Koa Goods Ltd, then the proceeds of such resale shall be the property of Koa Goods Ltd, but for an amount no more than such purchase price.
• c) Forthwith upon any of the following events occurring, namely:
  • i) If a receiver or receiver and manager is appointed of any part of the assets or undertaking of the customer; or
  • ii) If any order is made or resolution passed for winding up or dissolution of the customer; or
  • iii) If the customer is placed under official management; or
  • iv) If the customer becomes insolvent or bankrupt or commits an act of insolvency; or
  • v) If distress or execution is levied against the goods or chattels of the customer;
  • Koa Goods Ltd shall have the immediate right to retake and resume possession of goods on account of non-payment in full of the purchase price, and may exercise that right notwithstanding that the due date of payment for such goods has not then arrived.
• d) In the event that Koa Goods Ltd resumes possession of the goods on account of non-payment, the customer shall be liable for all costs and expenses associated with such resumption and for any losses arising upon resale or otherwise incurred or suffered by Koa Goods Ltd howsoever arising.
• e) Payments received may be accepted and applied by Koa Goods Ltd in respect of any indebtedness of the customer as Koa Goods Ltd shall think fit, and Koa Goods Ltd shall not be bound by any conditions or qualifications attaching to such payments.
• f) The customer acknowledges that they grant a security interest for the purposes of section 36(b) of the Personal Property Securities Act in all present and after-acquired goods supplied by the seller as security for all the customer’s obligations to the seller.

11. Notices

• All notices or advices shall be sent to the customer at its last known business address as advised to Koa Goods Ltd.

12. General

• It is expressly agreed and declared by Koa Goods Ltd and the customer that all representations or terms (including any condition or term and whether expressed or implied by law or otherwise) not expressly included in these Terms and Conditions are hereby excluded.