Terms and Conditions
(a) ‘Contract’ means the standard trading terms and conditions of sale (which applies to each and every Quotation and/or Order) and includes any Quotation and Order.
(b) ‘OX Tools’ means OX Tools AU Pty Ltd (ABN 41151919569).
(c) ‘Customer’ means the entity to which ‘OX Tools’ enters into a Contract for the sale of Goods.
(d) ‘Goods’ means the products described in the Quotation or Order and includes replacement products.
(e) ‘Order’ means a written or verbal order from the Customer to OX Tools.
(f) ‘Quotation’ means a written or verbal quotation provided by OX Tools to the Customer.
(a) Orders for Goods will be binding upon OX Tools and the Customer. However, OX Tools reserves the right to accept orders in whole or in part.
(b) Once OX Tools has accepted and Order, the customer may not alter or modify the Order without the prior written consent of OX Tools.
(c) A 30% re-stocking fee applies to all returned products providing they are in re-saleable condition.
(a) All prices contained in the Quotation and/or Order will be exclusive of GST. All prices are in Australian dollars and subject to alteration without notice. All invoices are in Australian dollars and must be settled in Australian dollars.
(b) Any order placed with a value of under $50.00 excluding GST will not be processed. This minimum invoice value does not apply to back-orders.
(c) Invoice values of over $350.00 (excluding GST) will be shipped free-in-store to metropolitan areas. Invoice values of over $500.00 (excluding GST) will be shipped free-in-store to regional areas. These free-in-store thresholds are subject to change as operational circumstances change.
(d) Invoices that do not meet these thresholds will incur a flat delivery charge of $30.00 + GST for deliveries to metropolitan areas and $50.00 + GST for deliveries to regional areas. Delivery charges are subject to change as operational circumstances change.
4. Payment and Credit Terms
(a) Unless otherwise agreed in writing, the payment due date is strictly thirty (30) days from the end of the month in which the Goods are sold to the Customer.
(b) Accounts with overdue balances will automatically have credit withdrawn until all outstanding balances are cleared. OX Tools reserves the right to charge interest at the rate of 2% on all overdue balances calculated on a daily basis from the due date until such amount is paid.
(c) If the Customer defaults in payment of any invoice when due, the Customer will indemnify OX Tools from and against all OX Tools’s costs and disbursements including a solicitor and own client basis and in addition to OX Tools’s nominee’s costs of collection.
5. Delivery of Goods and Risk
(a) Delivery of the Goods shall be made to the Customer’s address. The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
(b) The failure of OX Tools to deliver will not entitle the Customer to treat this Contract as cancelled.
(c) OX Tools will not be liable for any loss or damage whatever due to failure by OX Tools to deliver the Goods (or any part of them) promptly or at all.
(d) All risk for the Goods passes to the Customer on delivery even if OX Tools retains ownership.
(e) Delivery will be free in-store (FIS) Australia wide for Orders in excess of $350.00 excluding GST. However, the Customer will be liable delivery charges if a delivery date is required outside of usual delivery times. Orders less than $350.00 excluding GST will be subject to the current freight charge of $30.00 + GST. (freight charges subject to change)
6. Retention of Title
(a) All Goods remain the property of OX Tools until the Customer has paid for the Goods in full. If payment is made by cheque, payment will not deemed to have been made until the cheque has been honoured.
(b) If the Goods are on-sold by the Customer before payment to OX Tools, the proceeds of sale will become property of OX Tools.
(c) If the Goods are not paid for pursuant to clause 4, OX Tools may give notice in writing to the Customer to return the Goods or any part of them to OX Tools.
(d) OX Tools may enter the Customer’s premises without notice at any time and take possession of the Goods and without being responsible for any damage thereby caused if:
(i) The Customer does not pay for the Goods under clause 4;
(ii) The Customer fails to return the Goods upon demand;
(iii) A trustee in bankruptcy,administrator, or receiver is appointed over the Customer;
(iv) Winding-up proceedings in relation to the Customer are commencing; or
(v) The Customer becomes bankrupt.
(a) The Customer will inspect the Goods on delivery and will within seven (7) days of delivery notify OX Tools in writing of any alleged defect, shortage in quantity, errors, omissions or failure to comply with the Order or Quotation.
(b) The Customer will afford OX Tools the opportunity to inspect the Goods within a reasonable time of delivery if the Customer believed the Goods are defective in any way. If the Customer fails to comply with these provisions, the Goods will be deemed to be free from any defect or damage and payment will be owing under this Contract.
(c) If OX Tools agrees in writing that the Customer is entitled to reject the Goods because they are defective:
(i) The Goods must have a corresponding invoice number quoted;
(ii) Freight charges uncured for the return of the Goods being returned is at the expense of the Customer, unless otherwise agreed; and
(iii) OX Tools’s liability is limited to either replacing or repairing the Goods at its discretion.
(d) OX Tools does not warrant that the Goods are fit for any particular purpose or an intended use by the Customer.
8. Limitation of Liability
(a) Subject to cause 8(b), OX Tools will have no liability whatsoever for ant direct or indirect losses, expenses, damages and costs incurred by the Customer caused by any breach by OX Tools of this Contract or any negligent act or omission.
(b) The liability of OX Tools to the Customer in the event of any breach of this Contract or other cause of action will not exceed the prices of the Goods.
9. Privacy Act 1998
(a) The Customer agrees for OX Tools to obtain from a credit-reporting agency and the trade referees a credit report containing personal credit information about the Customer and any additional information required by OX Tools.
(b) OX Tools may exchange information about the Customer with those trade referees name in the application form for a trading account or named in a consumer credit report issued by reporting agency to:
(i) Assess the Customer’s application;
(ii) Notify other credit providers of a default by the Customer;
(iii) Exchange other information with other credit providers as to the status of the trading account, if the Customer is in default with other credit providers; and
(iv) Assess the credit worthiness of the Customer.
(a) If any provision of these terms and conditions becomes void or unenforceable, it will be severed from this agreement without affecting the enforceability of the other provision, which will continue to have full force and effect.
(b) These terms and conditions are governed by the laws of New South Wales and each party irrevocably and unconditionally submit to the nonexclusive jurisdiction of the courts of New South Wales.
(c) OX Tools may terminate or vary this Contract or cancel delivery of Goods at any time before the Goods are delivered by giving written notice. OX Tools will not be liable for any loss or damage whatever arising from termination or cancellations.
(d) The Customer acknowledges and agrees that the products sold to the Customer by OX Tools cannot be offered for sale through third party shopping websites or platforms (including but not limited to eBay and Gumtree) without the express written authorisation of OX Tools.
11. Personal Property Security Act (PPSA)
11.1 The Customer agrees, at the request of OX Tools, to enter into a Security Agreement with OX Tools to grant in favour of OX Tools a Security Interest in all the Customer’s present and after acquired property relating to the Goods.
11.2 The Customer acknowledges and agrees that it shall, within 14 days of request from OX Tools, do all things and sign all documents as required by OX Tools to register, confirm or validate the Security Interest created over the Customer’s assets by any Security Agreement.
11.3 OX Tools may exercise its rights under the Security Agreement any time after the Customer fails to comply with this Agreement, without OX Tools first having to take any action or enforce any of its other rights against the Customer.
11.4 The Customer will be entitled to a release of the Security Agreement when all its obligations under this Agreement have been satisfied.
11.5 The Customer shall not without OX Tools’s prior written consent, which will not be unreasonably withheld, do any of the following:
(a) acquire any asset which is, or upon acquisition, will be subject to a Security Interest which is not a Permitted Security Interest; or (b give any person other than OX Tools control or possession of the Goods (other than under a Permitted Security Interest).
11.6 The Customer agrees that it will promptly take such action as OX Tools may require (including providing information or signing documents) to ensure that any Security interest granted in favour of OX Tools attaches to the secured property and to enable OX Tools to perfect any such Security Interest or otherwise exercise any rights that it may have under the PPS Law in relation to the secured property.
11.7 The Customer acknowledges and agrees that, from the registration commencement time under the PPSA:
(a) it shall not cause or permit any person to take a Security Interest over, or to register a financing statement in relation to, any secured property without the prior written consent of OX Tools and will immediately notify OX Tools if it becomes aware of any person taking steps to register a financing statement in relation to such secured property;
(b) it has no rights under, or by reference to, sections 125, 142 and 143 of the PPSA if it defaults and OX Tools takes enforcement action under this Agreement in respect of the secured property;
(c) it waives its rights to:
(i) receive any notice under sections 95, 130 and 135 of the PPSA in relation to the enforcement of any Security Interest over the secured property;
(ii) receive a statement of account under section 132(3)(d) and 132(4) of the PPSA if OX Tools disposes of any of the secured property following repossession of that secured property; and
(iii) receive a copy of, or notice of, any verification statement confirming registration of a financing statement or a financing change statement relating to any Security Interest under, or provided for by, this Agreement.
11.8 Except if section 275(7) of the PPSA applies, each party to this Agreement agrees not to disclose any information of the kind referred to in section 275(1) of the PPSA that is not publicly available.