1. food and drink
2. food
3. baked goods

Te
erms
s and Co
ondiition
ns
1.
General
Orders
s are accepted subje
ect to the following terms
t
and conditions and the placing oof an
order with
w Sika Australia Ptty Limited (Companyy) is deemed to be ac
cceptance of these teerms
and co
onditions by the partyy purchasing the goo
ods (customer). No variation or modificaation
of, or substitution
s
for, these
e terms and condition
ns will be binding un
nless expressly acceppted
by an authorised
a
officer of tthe Company in writing.
2.
Quotations and Price List
mpany price list are not an offer by the Company to supplyy the
Quotattions and/or the Com
goods referred to in such quotations or price lists, and no order placed
p
in response to a
quotation or price list will b
be binding unless acccepted by the Comp
pany in writing. All ssuch
any are subject to availability
a
of the nec
cessary materials annd to
acceptances by the Compa
the Co
ompany being able to
o obtain any necesssary authorisation and/or licences and too the
same remaining
r
valid.
3.
Prices and Terms o
of Payment
a)
All prices given in quotations are provisiional only until the order
o
has been acceppted
by the Company. Prices a
are based upon the prices and costs off materials, labour, ffuel,
ort and overhead exp
penses current at the
e date of the quotatio
on and may be variedd by
transpo
the Co
ompany at any time e
either before or afterr acceptance of the order
o
to correspond with
any va
ariation in such price
es or costs which may
m occur at any time before delivery off the
order to the customer is co
ompleted. All prices shown in price lists are subject to alteraation
withoutt notice.
b)
Unless otherwise sstated in the Compa
any’s quotations or price
p
lists current att the
time off the Company’s accceptance of an orderr, prices quoted are strictly
s
net. All goodds or
service
es delivered to the cu
ustomer by the supplier in any calendar month
m
must be paid foor in
full in Australian
A
dollars byy the customer on or before the Supplier’s last trading day inn the
month following in which the goods or services were delivered or pro
ovided (“the Due Datte”).
c)
To secure paymentt of all monies which are or may become
e payable by the sup plier
Customer (or where the Customer is co
omprised of two or m
more
under this agreement the C
person
ns then each person jjointly and severally)) hereby charges with the due payment oof all
of thos
se monies all of the Customer’s intere
est in real property wherever located bboth
presen
nt and future and the
e Customer consentss.to the Supplier lodg
ging a caveat or caveeats
over su
uch property to prote
ect its interest.
4.
Goods and Service
es Tax
a)
In this clause:
“GST” means GST a
as defined in A New
w Tax System (Goods and Services Tax)) Act
i)
a amended (“GST
T Act”) or any replacement or other relevant
r
legislation and
1999 as
regulattions;
ii)
words used in this clause which have a particular meanin
ng in the “GST law” (as
d in the GST Act, a
and also including an
ny applicable legisla
ative determinations and
defined
Australian Taxation Office
e public rulings) havve the same meaning, unless the conntext
wise requires;
otherw
iii)
any reference to GS
ST payable by a parrty includes any corre
esponding GST paya
yable
by the representative memb
ber of any GST group of which that party is a member; and
iv)
if the GST law trea
ats part of a supplyy as a separate sup
pply for the purposee of
mining whether GST Is payable on thatt part of the supply
y or for the purposee of
determ
determ
mining the tax period to which that part of
o the supply is attrib
butable, such part off the
supply is to be treated as a separate supply.
b)
Unless GST is expre
essly included, the consideration
c
express
sed to be payable unnder
her clause of these terms and conditionss for any supply made
e under or in connecction
any oth
with these terms and conditions (including the price at which the goods are sold) doess not
e GST.
include
To the extent that a
c)
any supply made un
nder or in connectio
on with these terms and
ons (including the ssupply of the goodss) is a taxable supply, the GST excluusive
conditio
conside
eration otherwise pa
ayable for that supp
ply is increased by an
a amount equal to that
conside
eration multiplied by the rate at which GS
ST is imposed in resp
pect of the supply, annd is
payable at the same time.
d)
Each party agrees to do all things, including
i
providing tax invoices and oother
documentation, that may b
be necessary or dessirable to enable or assist
a
the other partty to
claim any
a input tax credit, adjustment or refun
nd in relation to any amount of GST pai d or
payable in respect of anyy supply made und
der or in connection
n with these terms and
conditio
ons.
e)
If a payment to a p
party under these terrms and conditions is a payment by waay of
reimbu
ursement or indemnitty and is calculated by
b reference to the GST
G
inclusive amounnt of
a loss, cost or expense incurred by that partyy, then the payment is to be reduced byy the
amoun
nt of any input tax cre
edit to which that pa
arty is entitled in resp
pect of that loss, cosst or
expens
se before any adjustm
ment is made for GST pursuant to paragrraph c).
5.
witth the goods as undisclosed agent of thee Company and any moneys received as a result
of such
s
dealings will be
e held by the customeer for the benefit of th
he Company. In the event
tha
at the customer does
s so deal with the gooods but does not obtain
o
payment there
efor then
the
e customer must, at the Company’s requuest, assign to the Company
C
any debt owing
o
to
the
e customer in relation to such dealing annd the customer here
eby irrevocably appo
oints the
Co
ompany as its attorne
ey with all powers pe
permitted by law for the
t purpose of effeccting any
suc
ch assignment and to effect a recovery oof any such debt in the name of the custo
omer for
the
e benefit of the Company. If the custom
mer uses the goods in a manufacturing or
o similar
pro
ocess and sells the re
esulting product the ccustomer holds that part of the proceedss of such
salle relating to goods sold
s
to the customer by the Company on trust for the Compan
ny. That
part of the proceeds held
h
on trust, for thiis purpose alone, is
s deemed to be the amount
ow
wing to the Company at the time of receippt by the customer off the proceeds. In th
he event
tha
at the customer fails to pay for the goodss as provided in thes
se terms and conditions, the
Co
ompany will be entitle
ed without prior noticce to enter upon the customer’s premises at any
tim
me and retake poss
session of the gooods. The provisions
s of this clause wiill apply
nottwithstanding any su
ubsequent or other aagreement between the parties under which
w
the
Co
ompany or a related body
b
corporate givess the customer credit.
The Company may com
mmence legal actionn against the custom
mer if the goods are not paid
forr, notwithstanding tha
at property in the gooods has not passed.
6.
Exclusion of Warranties
a)
The only conditions and warranties w
which are binding on
n the Company in re
espect of
the
e state, quality or co
ondition of the goodss or services supplie
ed by it to the custo
omer are
tho
ose imposed and req
quired to be binding bby law (including the
e Trade Practices Acct, 1974)
and
d to the extent perm
mitted by law the liaability, if any, of the
e Company arising from
f
the
bre
each of such conditions or warranties w
will, at the Company
y’s option, be limited
d to and
com
mpletely discharged by:
i) In the case of goods, either the reeplacement or the repair by the Companyy of thegoods supplied to
t the customer; and
ii) in the case of services, either the ssupplying of the serv
vices again or
pa
aying to
es supplied again, annd otherwise all othe
er conditions and wa
arranties
have the service
whether express
sed or implied by law
w in respect of the state, quality or condition of
the said goods which may apart froom this clause be binding on the Comp
pany are
hereby expressly
y excluded and negaatived.
b)
Except to the ex
xtent provided immed
ediately above the Co
ompany will have no
o liability
(inc
cluding liability in ne
egligence) to any peerson for any loss or
o damage conseque
ential or
oth
herwise howsoever suffered or incurredd by any such person in relation to the
e goods
and
d/or services and without limiting the gennerality thereof in pa
articular any loss or damage
con
nsequential or otherw
wise howsoever sufffered or incurred by any such person ca
aused by
or resulting directly or indirectly from anny failure, breakdow
wn, defect or deficiiency of
wh
hatsoever nature or kind of or in the goodss and/or services.
c)
Any drawings, description,
d
weights, or dimensions submitted by the Comp
pany are
nd the Company will not be
approximate only and intended merely ass a general guide an
ble for any error or om
mission therein or wiith regard thereto.
liab
d)
No representatio
on in relation to Com
mpany products will be binding on the Company
C
unless in writing and sig
gned by the Managinng Director.
The Company’s obligation under suub-clause a) to repa
air or replace such goods
g
is
e)
bject also to the cus
stomer having compplied with all instructions given by the Company
C
sub
con
ncerning the mannerr in which such goodss should be used.
f)
The Company reserves
r
the right too change the formulae of products if re
esults of
res
search require this. Every
E
reasonable preecaution is taken in the manufacture of Company
C
pro
oducts and the compilation of information about them, but results cannot be guara
anteed.
Normal precautions must be takenn in handling Company chemical prod
g)
ducts to
pro
otect the skin and ey
yes. On no account should Company pro
oducts be taken internally or
use
ed otherwise than for
f the purpose preescribed by the Com
mpany. No liability can be
acc
cepted by the Comp
pany in the event oof misuse. Should a mishap occur - co
ontact a
hos
spital, the Poisons In
nformation Centre or the Company.
7.
Intellectual Property
The Company will not be liable in respectt of any claim which
h may be made aga
ainst the
Co
ompany for infringem
ment of letters patennt, registered designs or any other intellectual
pro
operty which may arise as a result of thee Company carrying out instructions given by the
cus
stomer and the customer agrees to indeemnify and keep indemnified the Compa
any from
and
d against all or any such claims and agaainst all costs, dama
ages and expenses incurred
by or recovered against the Company in resspect of any such cla
aims.
8.
Delivery
De
elivery is on the terms
s and conditions as inn the Company’s currrent price list.
Title
hstanding that risk in the goods passes to
o the customer upon delivery to the custoomer
Notwith
or into the customer’s cusstody, whichever is earlier, title to the goods
g
remains with the
Compa
any until all moneys owing by the custom
mer to the Company
y have been paid in full,
whethe
er such moneys are iin respect of moneyss payable under a sp
pecific contract or on any
other account
a
whatsoeverr and, until such tim
me, the customer must,
m
if required by the
Compa
any, store the goods in a manner which clearly
c
indicates that the goods are ownedd by
the Company and the custo
omer will in any even
nt hold the goods as bailee subject to its rright
to deal with the goods in the ordinary course of its business on the basis
b
that it is dealingg
The Company reserves
s the right to apply aa delivery charge dep
pending on quantity of
o goods
d freight distance. Any
A delivery dates ggiven by the Compan
ny are approximate only
o
and
and
no liability can be accepted for any loss, injuury, damages or exp
penses consequent upon
u
any
delay in delivery from any
a cause whatsoevver. Any such delay will not entitle the customer
c
to cancel
c
any order or to
t refuse to accept deelivery at any time.
The customer must inspect goods immeddiately upon delivery
y and must within 7 days of
ins
spection give written notice to the Compaany, with particulars, of any claim that the goods
are
e not in accordance with
w the contract. If tthe customer fails to
o give that notice, the
en to the
exttent permitted by law
w the goods will be treeated as having been
n accepted by the cu
ustomer.
Sika Austraalia Pty. Limited ABN 12 001 3
342 329
Te
erms
s and Co
ondiition
ns
9.
Packing
All con
ntainers mentioned in
n the current price lisst are standard Company sizes, free of eextra
charge
e and non-returnable.. Special packaging is charged extra.
10.
Shortage, Damage or Loss in Transit
The Co
ompany will not be lia
able for shortage, losss or damage to goo
ods or materials in traansit
in Austtralia or elsewhere u
unless written notice is given to the Comp
pany in accordance with
the terrms and conditions of the insurance cover
c
effected in re
espect of the particcular
consignment, and in the ab
bsence of any such in
nsurance cover requirements:
a)
All, shortages and d
damage must be re
eported to the carriers and the Companny in
writing within 3 days of rece
eipt of goods.
b)
In the case of loss,, must be reported to the carriers and the Company in wrriting
within 14 days of the sched
duled arrival date or in such other manne
er as may be specifieed in
the cov
vering documents.
No claims for any deficienccies will be considered unless the above
e conditions are adheered
to.
11.
Sale of Goods Act
The Sa
ale of Goods (Vienna
a Convention) Act 1986 NSW is excluded.
12.
Return of Goods
The Co
ompany will not acce
ept the return of goo
ods supplied againstt orders, except by pprior
written agreement, within 3
30 days from receip
pt of purchase and only
o
if the goods arre in
good and
a saleable conditio
on. All powdered pro
oducts are non returrnable. Any such reeturn
must be
b freight/cartage pre
epaid by the custome
er. The Company reserves the right to m
make
a resto
ocking charge for th
he goods returned which
w
may be deducted from any cred it or
refund given.
13.
Resale
If the customer
c
sells any off the goods which the
e customer purchase
es from the Companyy the
custom
mer must do so underr the trademarks or trade names registere
ed by the Company, and
the cus
stomer must ensure tthat such goods are only sold subject to the
t terms and condittions
as are herein contained unlless otherwise expre
essly agreed in writing
g by the Company.
14.
Force Majeure
If the Company
C
is delayed in or prevented from
m making delivery ow
wing to an event beyyond
the Company’s reasonable
e control, the Company will be at liberty to cancel or suspendd the
contrac
ct without incurring any liability for any losss or damage resultin
ng.
15.
Legal Construction
n
These terms and condition
ns are to be governe
ed and interpreted according
a
to the law
ws of
S
Wales and tthe Company and the customer consent and submit to the
New South
jurisdic
ction of the Courts of New South Wales and of the Commonwealth of Australia.
16.
Extent of Condition
ns
These terms and conditio
ons supersede and prevail over generral or special termss or
conditio
ons imposed or soug
ght to be imposed byy the customer at an
ny time in relation to any
order. The Company and customer have ente
ered into these terms
s and conditions withhout
relying on any representatio
on by the other.
Sika Austraalia Pty. Limited ABN 12 001 3
342 329