Terms and Conditions

1. Definitions

1.1

In this i_CONSIGNMENT Terms and Conditions:

1.1.1	“Consignment Products” means any products, goods or services supplied to you on consignment;
1.1.2	“General Terms and Conditions” means the General Terms and Conditions as recorded on our website www.ballanddoggett.com.au
1.1.3	“i_CONSIGNMENT System” means the Integrated Consignment System which includes both hardware and computer inventory software systems developed and, where applicable, registered by patent or trademark or both and referred to as the i_CONSIGNMENT System;
1.1.4	"Minimum Stock Holding” means the minimum Consignment Products held by you as agreed with you by our representative;
1.1.5	"Maximum Stock Holding” means the maximum Consignment Products held by you as agreed with you by our representative;
1.1.6	“Order” means the use of any of the Consignment Products (including by sale to a third party) or where any Consignment Products are consumed, open, damaged, destroyed, lost or are not stored on the Shelving Units or in accordance with the requirements set out in clause 15.1;
1.1.7	“Products” means any goods or services supplied by us to you;
1.1.8	“Shelving Units” means all shelving units and equipment provided to you for the purposes of storing the Consignment Products;
1.1.9	“we or us or our” means Ball & Doggett Pty Ltd and all its subsidiary and associated companies trading under various names, which sells the Products or provides the Consignment Products to you;
1.1.10	"you or your” means the customer or intended purchaser of the Products and/or the Consignment Products.

2. Incorporation of Terms and Conditions

2.1	The Terms and Conditions contained apply to the provision of Consignment Products by us to you and shall be read together with our General Terms and Conditions. By entering into an i_CONSIGNMENT Supply Agreement you acknowledge that the General Terms and Conditions are deemed to be incorporated into the terms and conditions of the i_CONSIGNMENT Supply Agreement.
2.2	Where there is a conflict between the i_CONSIGNMENT Supply Agreement and the General Terms and Conditions, then the terms contained in the i_CONSIGNMENT Supply Agreement shall prevail.

3.Variation of General Terms and Conditions

3.1	We may, at any time, unilaterally vary the terms of trade in our absolute and unfettered discretion by giving fourteen (14) days prior written notice to you.

4. Shelving Units

4.1	The Shelving Units supplied by us remain our property and you acknowledge that you hold the Shelving Units as our bailee and fiduciary agent. It is your responsibility to take all reasonable care of the Shelving Units at all times and ensure that they remain in the same condition that they were delivered to you (fair, wear and tear excepted).
4.2	Any damage caused to the Shelving Units will be your responsibility and should be notified to us immediately where we shall arrange for the damage to be remedied at your expense.
4.3	Any maintenance to the Shelving Units that is required due to their misuse will be managed by us and all maintenance costs invoiced to you.
4.4	Only Ball & Doggett products are to be stored on shelving units. If this is not followed Ball & Doggett reserve the right to remove any shelving or will be invoiced accordingly.

5. Invoicing and Payment

5.1	Payment for the Consignment Products used and purchased using the i_CONSIGNMENT System is in accordance with our usual payment terms as set out in our General Terms and Conditions.
5.2	We will send you one monthly invoice or fortnightly invoices for the Consignment Products used throughout that period. At our discretion we may invoice you at other discrepancies or claims by you must be raised in writing with our representative before the end of the invoice period and prior to the next invoice.
5.3	Any used (including by sale to a third party), consumed, open, damaged, destroyed or lost Consignment Products or Consignment Products that are not stored on the Shelving Units or in accordance with the requirements set out in clause 15.1 for any reason whatsoever will be considered to have been used (including by sale to a third therefore an Order and taken as purchased by you to be invoiced accordingly.

Invoice Period: Monthly/Fortnightly
(If not specified we will assume monthly invoicing)

6. Sale of Consignment Products to You

The Products will be supplied to you on our terms and conditions of sale which are attached, except where those terms and conditions are modified by these terms. The Products are not sold by us to you until you use or consume the Products or you sell the Products to a third party. The Products are sold to you once such use, consumption or sale occurs. Until the Products are used, consumed or sold by you, you hold them as our bailee and fiduciary agent.

7. Title to Consignment Products

7.1

Title to the Consignment Products supplied by us to you will not pass to you until we receive payment in full, without any setoff or deduction, for all invoices owing by you to us on any account whatever.

7.2

Until title to the Consignment Products passes to you in accordance with clause 7.1:

7.2.1	you hold on trust for us that portion of the proceeds of sale ofthe Consignment Products equal to the price of the Consignment Products (including GST) as invoiced by us to you;
7.2.2	you hold the Consignment Products as bailee and fiduciary agent of us;
7.2.3	we are entitled, on reasonable notice to you, to enter your premises or any premises on which we reasonably suspect the Consignment Products are held to search for and remove the Consignment Products and you authorise us or our agents to enter any such premises for such purpose.

8. Risk

8.1	Risk in the Consignment Products passes to you immediately on delivery (or deemed delivery) and the onus of loss, damage or deterioration passes to you at that time.
8.2	You will ensure all Consignment Products and Shelving Units on your premises are fully covered under your insurance policy (and we are noted on such policy as an interested party).

9. Minimum/Maximum Stock Holding

9.1

Changes to the Minimum/Maximum stock holding is the responsibility of our representative and managed to improve the effectiveness and efficiencies of the i_CONSIGNMENT System for both parties.

9.2

It is agreed by both parties that upon the Minimum Stock Holding being reached that we will use our best endeavours to reinstate the stock holding to the agreed Maximum Stock Holding. However in the event that we are unable to source the required Products you acknowledge that we are not liable for any failure to deliver or transfer the Products to you, nor are we liable for any delay in delivery of the Products where such failure or delay results from any act, omission or occurrence or any other thing beyond our reasonable control.

10. Checking of Deliveries

10.1	A signed delivery slip with your representative’s signature is proof of delivery of all Consignment Products listed in the delivery slip.
10.2	Any discrepancies of Consignment Products will be invoiced or credited where necessary.

11. Damaged Consignment Products

11.1	Consignment Products damaged in transit from our premises to your premises must be addressed at delivery and remedied by our representative. Any damaged Consignment Products that is not addressed at delivery will be invoiced to you as the damage will be deemed to have occurred at your premises.

12. Pricing

12.1	We reserve the right at any time to correct any errors or omissions in any documentation we have issued to you and to change the price for any reason whatsoever.
12.2	The price does not include any special packaging costs.
12.3	We reserve the right to vary any quoted prices of goods at any time by notice in writing to you, provided always that you may within 14 days of receipt of that notice request that any part of an order for goods affected by the price variation be terminated and shall notify us in writing of such request. Within 14 days of receipt of a request for termination from you, we may either terminate that part of the order, or elect to supply the goods to you at the original price which shall be binding on you and your request for termination shall have no effect.

13. Stock take

13.1	You acknowledge that we conduct a nationwide stock take on average two times per year and as such you may be requested at these times to advise a stock count of the Consignment Products held by you.
13.2	We reserve the right to conduct a stock count of the Consignment Products held at your location if required at any reasonable time.
13.3	Any Consignment Products that are not used after 3 calendar months from supply will either be invoiced to you or returned to us and we may, at our discretion reduce the Maximum Stock Holding.

14. Storage of Consignment Products

14.1

You agree to store the Consignment Products on the Shelving Units or where it is not practical to store the Consignment Products on the Shelving Units you agree to provide a suitable area for the storage of those Consignment Products acceptable to us in all respects. Any Consignment Products that are not stored on the Shelving Units or in the agreed designated area will be deemed as used (including by sale to a third party) or consumed and invoiced to you.

15. Personal Property Securities Act 2009
(Cth) (‘PPSA’)

15.1 You acknowledge that:

15.1

You acknowledge that:

15.1.1	each Order is an Order accepted under the i_CONSIGNMENT Supply Agreement and constitute a security interest and to the extent applicable a purchase money security interest for the purposes of the PPSA enabling us to register a financingstatement under the PPSA with respect to the security interest; and
15.1.2	a security interest and where applicable a purchase money security interest securing the performance of your obligations under the i_CONSIGNMENT Supply Agreement and our General Terms and Conditions is taken in all Consignment Products and Products previously supplied by us to you (if any), and all Consignment Products and/or Products that may be supplied in the future by us to you, and the proceeds of sale of Consignment Products and/or Products.
15.1.3	You must ensure that no security interest (within the meaning of the PPSA) is created, exists or subsists over the Consignment Products and/or Products (including any replacement part or other item that is incorporated into any Product), in your possession or control prior to title to the Consignment Products and/or Products passing to you other than a security interest arising under these terms and conditions.
15.1.4	You must assist us to complete the registration of any financing statement in respect of the Consignment Products, and will do all things and provide all information necessary to enable us to perfect our security interest in the Consignment Products and complete any financing change statement.
15.1.5	To the extent permitted by law, you irrevocably waive any rights you may have to receive notices or otherwise under ss 95, 118,121(4), 129, 130, 132(2), 132(3)(d), 132(4), 135, 137(2), 157(1) and 157(3) of the PPSA, redeem the Consignment Products following seizure by us under s142 or to reinstate a security agreement following termination under s143.
15.1.6	You agree that you irrevocably waive any rights you may have to receive a verification statement (as defined in the PPSA).

16. Termination of i_CONSIGNMENT Supply Agreement

16.1

Either you or us may terminate the i_CONSIGNMENT Supply Agreement by one month’s written notice to that effect to the other.

16.2

Notwithstanding the provisions of clause 16.1 we may immediately terminate the i_CONSIGNMENT Supply Agreement if:

16.2.1	there is an unresolved dispute over supply, quality, price, usage or payment of any Consignment Products or Products;
16.2.2	you cease to be able to pay your debts as and when they fall due;
16.2.3	you commit an act of bankruptcy or have a controller or trustee appointed in respect of your estate or any part of your assets;
16.2.4	any steps (including the calling of a meeting) towards entering into a deed of company arrangement, being placed in administration or having a liquidator appointed are taken by any person;
16.2.5	you become the subject of any proceedings for or take any steps towards liquidation or make any arrangement or composition with your creditors;
16.2.6	an administrator is appointed to you or you are being placed in liquidation, or you enter into a deed of company arrangement;
16.2.7	a receiver or receiver and manager is appointed to you or in respect of any of your assets; or
16.2.8	you commit a material breach of any of these terms or any other agreement between you and us.

16.3	We may immediately enter your premises at any reasonable time to recover unsold Consignment Products and Shelving Units on termination of the Agreement to Supply Consignment Products whether pursuant to clauses 16.2.1 to 16.2.8 (inclusive) or otherwise.

17. Survival of General Terms and Conditions

17.1

All General Terms and Conditions and the terms and conditions contained in the i_CONSIGNMENT Supply Agreement survive the termination for whatever reason of the i_CONSIGNMENT Supply Agreement.

17.2

If part or all of any provision of the i_CONSIGNMENT Supply Agreement, or its application to any person or circumstance, is illegal or unenforceable, the provision will be interpreted as may be necessary to ensure it is not illegal or unenforceable. If any provision or part of it cannot be interpreted in that way, the provision or part of it will be severed from the i_CONSIGNMENT Supply Agreement and the remaining provisions continue in force.