Terms & Conditions

TERMS AND CONDITIONS OF SALE

Unless otherwise agreed in writing with Barrile Food Services Pty Ltd (ACN 644 557 424) of 119 Lower Plenty Road, Rosanna VIC 3084 (Rosanna Fine Produce) its agents or assigns or related entities, that these Terms & Conditions (Terms) apply to the sale of Goods to the Customer.
1. DEFINITIONS
In the following Terms & Conditions of Sale (Terms):
Corporations Act means the Corporations Act 2001 (Cth);
Costs means all costs or related charges incurred by the Customer and all monies payable by the Customer to Rosanna Fine Produce in relation to the supply of Goods;
Customer means the person, firm, business, partnership, trust or corporation (jointly and severally if there is more than one, and their agents or assigns or related entities) who acquire the Goods from Rosanna Fine Produce;
Goods means the Goods, consumables and any services including the supply of (as required):

  1. (a)  any fruit, vegetables, grocery items or any other product supplied to the Customer by Rosanna Fine Produce; and
  2. (b)  the supply of inventory (as defined by the PPSA);

PPSA means the Personal Property Securities Act 2009 (Cth), as amended from time to time and the terms contained therein; Receiver means a receiver or receiver and manager appointed by Rosanna Fine Produce as the secured party under this Agreement or any other contract with the Customer and any person who derives a right directly or indirectly from any Receiver;
Security Agreement or Contract means this contract or any other relevant agreement between the parties in relation to the provision of credit or for the sale of Goods.

2. SUPPLY OF GOODS

  1. 2.1  These Terms replace any existing terms between the Parties and apply to all agreements (including any existing arrangements at the date of this agreement) for the supply of Goods by Rosanna Fine Produce and are varied or excluded only where such variation or exclusion is in writing and signed by an authorised employee of Rosanna Fine Produce.
  2. 2.2  These Terms are binding on the Customer with respect to all Goods ordered by it, Goods supplied or agreed to be supplied by Rosanna Fine Produce, the provision of credit by Rosanna Fine Produce in relation to such Goods, and each contract whether written or verbal between Rosanna Fine Produce and the Customer.
  3. 2.3  Where the Customer has agreed to purchase the Goods from Rosanna Fine Produce, these Terms will be incorporated into every subsequent agreement for purchase (including all purchases of consumables by the Consumer for use with the Goods if applicable) by the Customer from Rosanna Fine Produce unless specifically varied or excluded by Rosanna Fine Produce.
  4. 2.4  Any purchase order (Order) placed by the Customer with Rosanna Fine Produce constitutes an offer to purchase the Goods. Notwithstanding any prior communication between Rosanna Fine Produce and the Customer, there will be no obligation by Rosanna Fine Produce to accept an offer to purchase Goods made by the Customer.
  5. 2.5  Rosanna Fine Produce may make its acceptance of a Customer’s Order conditional upon receiving a satisfactory credit assessment or where determined by Rosanna Fine Produce, deposit payment from the Customer.
  6. 2.6  The Customer’s Order may be accepted either by issue to the Customer of a confirmation or order or by delivery of the Goods.
  7. 2.7  If there is any inconsistency between an Order or other request and these Terms, these Terms prevail unless the variation is accepted in writing by Rosanna Fine Produce.
  8. 2.8  Rosanna Fine Produce will, upon supplying the Goods to the Customer, provide the Customer with an invoice in respect of the Goods.
  9. 2.9  If there is any variation to any of the information supplied by the Customer to Rosanna Fine Produce (including as to the structure or nature of the Customer’s business) the Customer must notify Rosanna Fine Produce in writing as soon as practicable.
  10. 2.10  Any terms and conditions specified by the Customer are expressly rejected. The Customer acknowledges that these Terms will govern all Contracts or Security Agreement (s) between the parties whether individually or collectively.
  11. 2.11  Rosanna Fine Produce may vary these Terms from time to time.

3. PRICING & PAYMENT

  1. 3.1  The price for Goods is the price specified in the invoice provided to the Customer by Rosanna Fine Produce and unless specified otherwise excludes GST.
  2. 3.2  Rosanna Fine Produce may change the price for Goods at any time due to fluctuations in the market prices of fruit, vegetables, grocery items or any other product supplied to the Customer by Rosanna Fine Produce.

TERMS AND CONDITIONS OF SALE

  • 3.3  The prices specified for Goods may at Rosanna Fine Produce’s option be altered to reflect additional charges at the time of delivery.
  • 3.4  Any variations to the price as a consequence of currency fluctuations, GST, taxes, customs duty or other imposts, will be to the Customer’s account.
  • 3.5  Rosanna Fine Produce may vary the purchase price for the Goods and if:
    • (a)  the Customer requests any variation to the Contract; or
    • (b)  there are any changes in the costs incurred by Rosanna Fine Produce in relation to the Goods.
  • 3.6  Rosanna Fine Produce will be entitled to set off against any money owing to the Customer by amounts owed to Rosanna Fine Produce.

4. DELIVERY

  1. 4.1  Any times or dates quoted for delivery are estimates only and Rosanna Fine Produce will not be liable for any loss or damage suffered by the Customer or any third party for failure to deliver or for delay in delivery of Goods. The Customer will not be relieved of any obligation to accept or pay for Goods by reason of any delay in delivery.
  2. 4.2  Any date for supply or delivery of Goods by Rosanna Fine Produce specified in a Contract, invoice or written or oral representations is an estimate only and is not a contractual commitment.
  3. 4.3  Delivery by Rosanna Fine Produce to the Customer will be conclusive evidence of the Customer’s acceptance of the Goods delivered
  4. 4.4  Rosanna Fine Produce reserves the right to deliver Goods by multiple deliveries and Rosanna Fine Produce may invoice the Customer for the Goods provided in instalments.
  5. 4.5  The Customer indemnifies Rosanna Fine Produce against any loss or damage suffered by Rosanna Fine Produce, its sub-contractors or employees as a result of delivery, except as excluded by law.

5. ACCOUNT TERMS

  1. 5.1  The Customer will pay Rosanna Fine Produce all Costs within the time frame set out in the invoice, unless otherwise agreed in writing, without reduction or deferment on account of any claim, counterclaim or setoff, or alternatively, pay Rosanna Fine Produce all charges on a COD basis (i.e. payment prior/upon receiving the Goods).
  2. 5.2  The Customer acknowledges that time for payment to Rosanna Fine Produce is of the essence.
  3. 5.3  The Customer agrees to pay for all Goods delivered in accordance with the terms agreed and stated on the invoice.
  4. 5.4  Any credit extended to the Customer for Goods sold will be made in accordance with the credit terms as agreed by Rosanna Fine Produce at the time the Customer’s account is established or as subsequently altered by Rosanna Fine Produce.
  5. 5.5  Rosanna Fine Produce may withdraw the Customer’s credit facilities at any time or vary the Customer’s credit limit, without notice to the Customer.
  6. 5.6  In the event of Rosanna Fine Produce instructing its solicitors to collect an overdue amount, all legal fees, collection charges and tracing agents fees as between solicitor and Rosanna Fine Produce will be borne by the Customer and all payments made will first be allocated towards such fees and charges thereafter to interest and finally to capital.
  7. 5.7 Rosanna Fine Produce may allow the Customer to purchase and continue to purchase Goods as long as the total of the Customer’s account does not exceed its pre-approved account limit.
  8. 5.8 The Customer must provide Rosanna Fine Produce with satisfactory written trade references and/or a satisfactory trade or status report from a credit rating agency acceptable to Rosanna Fine Produce if requested.
  9. 5.9 Rosanna Fine Produce may require additional references/reports from time to time and additional information if the Customer applies to increase the Customer’s account limit.
  10. 5.10  The Customer acknowledges that Rosanna Fine Produce may revoke any credit granted to the Customer at any time.

6. GOODS WARRANTY & LIMITATION OF LIABILITY

  1. 6.1  The Customer is entitled to all the rights that by the Australian Consumer Law (ACL) cannot be lawfully excluded from the Agreement between Rosanna Fine Produce and the Customer, but only to the extent these rights cannot be excluded
  • 6.2  Unless otherwise stated in the Terms, Rosanna Fine Produce is not liable to the Customer in any way arising under or in connection with the sale, use of, storage or any other dealings with the Goods by the Customer or any third party.
  • 6.3 Rosanna Fine Produce is not liable to the Customer or any third party in respect of any indirect or consequential loss or damage suffered or incurred by the Customer or any third party except to the extent of any liability imposed by the ACL.

7. DEFAULT

7.1 If the Customer defaults in payment by the due date of any amount payable to Rosanna Fine Produce, then all money which would become payable by the Customer to Rosanna Fine Produce at a later date on any account, becomes immediately due and payable.

TERMS AND CONDITIONS OF SALE

requirement of any notice to the Customer, and Rosanna Fine Produce may, without prejudice to any of its other accrued or contingent rights:

  1. (a)  charge the Customer interest at the annual rate of 3% above the Reserve Bank of Australia’s Cash Rate, calculated daily and compounded weekly from the due date until the date of payment in full;
  2. (b)  charge the Customer for, and the Customer must indemnify Rosanna Fine Produce from, all costs and expenses (including without limitation all legal costs and expenses, collection costs, dishonour fees and stamp duty if applicable) incurred by Rosanna Fine Produce resulting from the default, or in taking action to enforce compliance with the Contract;
  3. (c)  terminate any credit arrangement and these Terms;
  4. (d)  withhold for such period as Rosanna Fine Produce thinks fit, any further deliveries of Goods to the Customer; and
  5. (e)  by written notice to the Customer, terminate any uncompleted Contract with the Customer.

7.2 This clause 7 may also be relied upon, at Rosanna Fine Produce’s option, where the Customer becomes bankrupt or insolvent or enters into any scheme of arrangement or has a liquidator, administrator or similar functionary appointed in respect of its assets.

8. TERMINATION

8.1 In addition to the rights of termination provided in the above clauses, Rosanna Fine Produce may terminate the Agreement upon the occurrence of any of the following events:

  1. (a)  failure by the Customer to perform any obligation of this Agreement where such failure is not rectified within thirty (30) days of notice from Rosanna Fine Produce requesting rectification;
  2. (b)  a receiver or receiver and manager of the Customer’s assets, income or business or any part thereof is appointed or a mortgagee goes into possession;
  3. (c)  where Rosanna Fine Produce appoints a receiver of the Customer’s assets, income or business or any part thereof is appointed by Rosanna Fine Produce in relation to the monies or debts owed by the Customer;
  4. (d)  the Customer fails to pay its debts as they fall due, ceases or threatens to cease to carry on business;
  5. (e)  the Customer purports to assign its rights under this Agreement; or
  6. (f)  any event that occurs outside the reasonable control of Rosanna Fine Produce which in Rosanna Fine Produce’s estimate makes it impracticable or

impossible for Rosanna Fine Produce to fulfil its obligations under this Agreement.

9. PROPERTY AND RISK

  1. 9.1  The Goods will be at the sole risk of the Customer as soon as it is delivered or deemed to be delivered.
  2. 9.2  The Customer assumes all risk and liability for loss, damage or injury to persons or to property of the Customer, or third

parties, arising out of the use or possession of the Goods.

  • 9.3  The Customer indemnifies the Rosanna Fine Produce against any claim, liability, damage or injury relating to the Goods.
  • 9.4  Until Rosanna Fine Produce receives full payment for all obligations owing in relation to any Goods supplied to the Customer:
    • (a)  property in and title to the Goods remain vested in Rosanna Fine Produce and will not pass to the Customer;
    • (b)  the Customer holds the Goods as bailee for Rosanna Fine Produce;
    • (c)  the Customer must store the Goods separately from its own Goods where possible;
    • (d)  Rosanna Fine Produce has a continuing security interest in any Goods supplied to the Customer which are then on sold to a third party

or any proceeds derived from those sales;

  • (e)  the Customer must hold the proceeds of sale of the Goods on trust for Rosanna Fine Produce; and
    • (f)  Rosanna Fine Produce may, without notice, enter any premises where it suspects the Goods may be located, and remove the Goods.

The Customer irrevocably licenses Rosanna Fine Produce to enter such premises and indemnifies Rosanna Fine Produce from and against all costs, claims, demands or actions by any party arising from such action for this purpose.

10. PERSONAL PROPERTY SECURITIES ACT

  1. 10.1  Unless the context requires otherwise, terms and expressions used in this clause have the meanings given to them in, or by virtue of, the PPSA.
  2. 10.2  The Customer acknowledges and agrees that these Terms create an accepted and ongoing Security Agreement for the purposes of the PPSA in relation to each and every Order or delivery between Rosanna Fine Produce and the Customer.
  3. 10.3  The Customer grants Rosanna Fine Produce a security interest in the following collateral:
    1. (a)  all present and after acquired property of the Customer;
    2. (b)  all Goods previously supplied by Rosanna Fine Produce to the Customer and any proceeds derived from those Goods; and
    3. (c)  all Goods to be supplied in the future by Rosanna Fine Produce to the Customer and any proceeds derived from those Goods;
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