Terms & Conditions for the Customers of Knoxx Foods / Knoxx Business Group Pty Ltd

TERMS & CONDITIONS

These are the terms and conditions on which KNOXX Business Group Pty Ltd / KNOXX FOODS(“we” or“us” or “our”) is willing to open your account as the Çustomer. These terms and conditions apply to stock of finished goods / raw material given to your possession and or any each supply order we place on you. Any variation to these terms and conditions must be in writing and signed by an authorised officer of (the “Company”).

1. Variation in documents

All the supply orders / Stock issuance are accompanied with relevant documents and in no circumstances be changed, varied or overwritten on your own or without permission from us.

2. Acknowledgement and Payment Collection

If you are delivering some goods on our behalf, you must always get acknowledgement from the customer. You must also collect payment, hand over other documents or material if such duty is assigned to you.

3. Stock custody

Normally, company will hand over to you physical stock / raw material in the warehouse or to be delivered to the customers. You will keep the stock in safe custody and bring to our notice immediately if some variation or discrepancy comes to your notice. Company will do stocktake from time to time ensure no variation.

4. Delivery

Delivery must be done to the customers within reasonable time or within the time as assigned by us.

5. Risk

At all times from the pick up till delivery, our product is at your risk of loss or damage and you are responsible for its safe custody. It is up to you to arrange your own insurance.

6. Ownership

You do not own any of our product in your possession unless and until you have been allowed to purchase the same.

7. Purchase Monies Securities Interest

You agree that these terms and conditions create a PMSI in the product (and its proceeds) in your custody presently and in the future by us to you.

You agree to do all things necessary and execute all documents reasonably required by us to register the PMSI granted by you under these terms and conditions and to ensure that we acquire a perfected security interest in the product under the PPSA. This PMSI does not lose its priority as a result of the renewal, refinance, consolidation or restructure of the subject matter of these terms and conditions and any purchase money obligations. Until ownership of the product passes to you, you waive your rights under the following provisions of the PPSA, to the extent that it is permitted by law:

  • receive a notice of intention of removal of an accession (s.95);

  • receive a notice that we have determined to enforce its security interest in accordance with land'law (s118);

  • receive a notice of enforcement action against liquid assets;

  • receive a notice of disposal of product by us purchasing the product (s129);

  • receive a notice to dispose of the product (s130);

  • receive a statement of account following disposal of the product (s132(2));

  • to receive a statement of account if no disposal of the product, six monthly (s152(4));

  • to receive notice of any proposal by us to retain the product (s135(2));

  • to object to any proposal by us to either retain and dispose of the product (s137(3));

  • to redeem the product (s142);

  • to reinstate the security agreement (a143); and

  • to receive a notice of any verification statement (s157(1) and 157(3)).

To the extent permitted by the PPSA, these terms and conditions exclude any provisions of the PPSA which may be excluded in our discretion and which would otherwise confer rights on you.

You further agree that where we have rights in addition to those under Part 4 of the PPSA, those rights shall continue to apply.

Your right to possession of goods still owned by us under these terms and conditions shall cease if:

  1. you being an individual, commit an act of bankruptcy, or,

  2. you being a Company, circumstances arise where a Receiver, Manager, administrator or controller becomes entitled to take possession of any of your assets, any proceedings are instituted for your winding up, or you enter into a Deed of Company Arrangement, or

  3. you cease or threaten to cease conducting business in the normal manner or apply for deregistration or receive a deregistration notice, or

  4. any cheque you provide to us is dishonoured for payment, or

  5. you fail to comply with any demand for payment issued by us, or

  6. you breach any of the terms and conditions contained herein and/or are in default of any other agreement between us and you.

You agree that we are entitled to enter any premises where the product supplied by us is located, repossess and sell such product. You agree to indemnify and keep us indemnified in respect of any claims, actions and costs that may arise against us in relation to the removal, repossession and sale of the product pursuant to these terms and conditions including any claims brought by third parties.

You agree that repossession and retention of the product pursuant to the PPSA will only satisfy so much of the monies which may become payable to us by you, as is equivalent to our estimation of the market value of the product as it is at the date of repossession and the repossession and retention will immediately extinguish any rights for interest you have on the product.

Until ownership of the product passes, you must not give us a written demand or allow any other person to give us a written demand requiring us to register a financing change statement under the PPSA or enter into or allow any other person to enter into the personal property securities register a financing change statement under the PPSA.

You agree not to change your name or undertake any changes to any documents that we have registered, require to be registered or are capable of being registered without our prior written consent.

8. Assignment

You must not assign any rights or benefits under these terms and conditions unless you have obtained our prior written consent. Any assignment by you without our consent shall entitle us to avoid any liability we may have to you under these terms and conditions.

9. Recovery

If at any time you owe us money on any account in excess of our trading terms then in addition to any other rights we have you agree we may enter any premises owned, possessed or controlled by you where our product is stored and remove our product and re-sell all or any of them. We are not liable to you if we take such action.

10. Claims

When we deliver our product to you, you must inspect it immediately. You must report to us any damage or incorrect supply at the same time.

11. Conflict of Terms

These terms and conditions override your terms and conditions. To the extent of any discrepancy between these terms and conditions and any third party (including your own) terms and conditions these terms and conditions prevail.

12. Your Relationship with Us

Nothing in these terms and conditions creates any relationship of employment, agency or partnership between you and us.

13. Intellectual Property

These terms and conditions do not give you any intellectual property rights in our product. In these terms and conditions, intellectual property includes the full benefit of any rights in any copyright, trademark, registered design, patent, trade and business names, inventions, know-how, inventions, improvements, discoveries, confidential processes and information and includes without limitation artistic works, images, designs, motifs and photographs and any adaptation or concept relating to it.

14. Governing Law

These terms and conditions are governed by and construed according to the laws of New Wales and the Commonwealth Personal Property Securities Act 2009.

15. Whole Agreement

These terms and conditions form the entire agreement on which we are willing to do business with you and all or any previous agreements or understandings we may have had with you are superseded by these terms and conditions. We may alter these terms and conditions at any time upon one (1) months written notice. All transactions after the date specified in such notice will be subject to the altered terms and conditions. If you continue to trade with us after the date such alterations become effective you will be deemed to have agreed to the altered terms and conditions.

16. Your Obligations

You acknowledge that:

  • you are not an associate or related body corporate or related party or related entity of ours (as such terms are defined in the Corporations Act 2001); and

  • the Consumer Credit Code does not apply to these terms and conditions.

If, at any time:

  • you believe that you may not or may be unable to perform or comply with your obligations under these terms and conditions;

  • you are or become insolvent or you have an administrator appointed; or

you agree that:

  • you will immediately notify us that one or more of the above notifiable events has occurred and you will keep us notified on a monthly basis until such notifiable event no longer exists;

  • we have no obligation and will cease to do business with you.

For the purpose of these terms and conditions, you are insolvent if:

  • a receiver or receiver and manager or an agent for a mortgagee in possession has been appointed over all of your assets and undertakings; y

  • you have passed an effective resolution for your voluntary winding up;

  • an order has been made by a Court of competent jurisdiction for you to be wound up;

  • a compromise arrangement (excluding a voluntary administration) has been made legally binding on you and your creditors;

  • you have presented a debtor’s petition and it has been accepted by the Registrar in Bankruptcy;

  • you have entered into a composition, deed of assignment or deed of arrangement under Part X of the Bankruptcy Act (or equivalent) with your creditors; or

  • a legally binding sequestration order has been made against your estate.

17. Severance

If any of these terms and conditions are determined invalid, unlawful or unenforceable to any extent such term or condition shall be severed from the remaining terms and conditions which shall continue to be valid to the fullest extent permitted by law.

18. Interpretation

In these terms and conditions unless otherwise indicated by the context:

(i) reference to a party to a document includes that party’s successors and permitted assigns; (ii) “including” and other similar words are not words of limitation; (iii) an agreement, deed, covenant, representation or warranty on the part of two or more persons binds them jointly and severally; and (iv) general words following words describing a particular class or category are not restricted to that class or category.

In these terms and conditions, the following terms have the following meaning: (i) "Law" means any Commonwealth or Australian state legislation regulations and the general law and includes in particular the Commonwealth Competition and Consumer Act 2010 and regulations as amended from time to time and the Commonwealth Personal Property Securities Act 2009 and regulations as amended from time to time; (ii) "PPSA" means Personal Property Securities Act 2009 and "Purchase Monies Securities Interest" or "PMSI" has the meaning given in section 14 of the PPSA.8

PRIVACY STATEMENT

We respect your privacy and we are committed to the protection of personal information.

We collect personal information to assist us in providing you with services as well as information on products and services offered by us.

We collect personal information from you in a number of ways including:

  • directly from you, such as when you apply for credit, place an order, become involved in any or our promotional activities, enter your personal details on our websites or phone application (for example during registration or application for products and services), when you provide information by phone or in documents such as an application form;

  • from our affiliated companies;

  • from your representatives;

  • from publicly available sources of information;

  • from credit-reporting and fraud-checking agencies and credit providers for credit related purposes such as credit worthiness, credit rating, credit provision and financing;

  • from our own records of your dealings with us; or

  • when legally required to do so.

Your details will be added to our database, and will be used by us:

  • to identify you;

  • in getting goods and services from you including but not limited to the processing of this Application and the giving of credit to you and the administration and management of those services;

  • in undertaking risk assessment and management; and

  • in gathering data and disclosing data to third parties such as:

  • insurance brokers and insurers;

  • credit reporting agencies;

  • financial institutions including our own bankers;

  • service providers; and

  • industry groups having a legitimate reason to receive such information,

as necessary from time to time for our organisation’s functions. If you provide us with personally identifiable information, you may receive from time to time, telephone calls, emails or direct marketing containing promotional material. You agree to receiving e-mailings from us including information not only on the areas of interest you have indicated but all types of news and information on our other products. If you do not want to receive them, please contact us. You may be asked to indicate your preference to receiving promotional material, when submitting information to us.  

We may employ other companies or individuals to provide certain services such as analysing customer lists, providing marketing assistance or consulting services. These third parties may have access to information needed to perform their function but cannot use that information for other purposes.

We do not provide any personal information provided by you to any third parties other than to our affiliated companies or where required by law or as set out in this Privacy Statement. We will not sell, trade or rent your personal information to others. We may provide aggregate statistics on our customers to third parties such as advertisers, but these statistics will include no personally identifying information.

We co-operate with law enforcement agencies as required by law.

All reasonable steps are taken to correct the information we hold where that information is not accurate, up-to-date and complete.

All reasonable steps are taken to ensure that all information is treated confidentially, kept secure and protected against unauthorised use and is maintained only for the purpose for which it is intended.

You have the rights given by the Privacy Act 1988 as amended.

You have the right to access your personal information and requests for information about our Privacy Statement are welcomed.