1. Definitions and Interpretation
any allegation, debt, cause of action, Liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise
means the person or entity named as the customer on any Order or Tax Invoice
is the location or address that the Customer nominates and HOA agrees to deliver the Goods for collection by the Customer (which may incur delivery fees)
Force Majeure Event
a cause beyond the reasonable control of HOA and including but not limited to the following events or occurrences and their effects: acts of God or the public enemy, flood, earthquake, storm, cyclone, tornado, hurricane, lightning, fire, explosion, epidemic, war, embargoes, riot or civil disturbances, governmental or governmental agency action and restraints, strikes or other labour disputes which affects the supply of the Goods, sabotage, expropriation, confiscation or requisitioning of facilities, orders or temporary or permanent injunctions of any duly constituted court of competent jurisdiction, change in laws applicable to the production of the Goods, or any other occurrence which is beyond the control of HOA and which HOA could not take reasonable measures to prevent or avoid
means the health care, skincare and cosmetic products described on the Order and supplied by HOA
has the meaning it has in the GST Act
the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth)
means Hive of Activity Pty Ltd A.C.N 167 040 422
all rights now or in the future conferred under statute, common law or equity, or in relation to:
includes all liabilities (whether actual, contingent or prospective), Losses, damages, costs, charges and expenses of whatsoever nature or description irrespective of when the acts, events or things giving rise to the liability occurred
includes any damage, loss, cost, Claim, Liability or expense (including legal costs and expenses) including any consequential or indirect losses or economic losses or loss of profits
any of the obligations of a party in respect of or arising out of these Trading Terms and includes any undertaking, duty, obligation, warranty, responsibility, Liability, guarantee or indemnity of any kind whatsoever, whether legal, equitable, statutory or otherwise, in respect of or arising out of these Trading Terms
means an order placed by the Customer to HOA pursuant to clause 3.1 for the supply of Goods subject to these Trading Terms
means the Personal Property Securities Register pursuant to the Personal Property Securities Act 2009 (Cth)
means the price fixed by HOA from time to time for each type and quantity of Goods
means each and every tax invoice issued by HOA to the Customer relating to the Goods, which must be a valid tax invoice pursuant to the GST Act
has the meaning it has in the GST Act
means these terms and conditions which form part of each Order
3.1 Order Requirements
In order for an Order to be valid and complete, it must:
(ii) Provided confirmation to the Customer in writing of its receipt and acceptance of the Order.
4.3 Amount due
The final amount due in respect of an Order will be the amount shown on the Tax Invoice supplied by HOA to the Customer.
5. Payment terms
5.1 The Customer must pay to HOA the full amount due in respect of the each Order on the date that the Customer places the Order subject to HOA having provided a valid Tax Invoice.
5.2 If the Customer has applied for credit from HOA and been approved for the granting of credit by HOA, then the Customer must pay the amount due within:
5.3 Notwithstanding any date for payment, the Customer must at all times ensure that the total monies outstanding at any one time do not exceed the approved credit limit that has been pre-determined by HOA upon approving an application for credit.
5.4 Interest will accrue any overdue monies in accordance with clause 2 of these Trading Terms.
6.1 Price GST inclusive
Except as otherwise provided in the acceptance of an Order, the Price is inclusive of all taxes including impost, levy, deduction, charges, withholding or tax of any kind whatsoever, including GST.
6.2 Imposition of GST
If the supply of Goods is a Taxable Supply, the Customer must pay, in addition to any consideration (stated as being exclusive of GST) payable by the Customer under the Order, an additional amount calculated by multiplying the prevailing GST rate by the consideration for the relevant supply payable by the Customer, provided always that HOA issues a valid Tax Invoice to the Customer.
If the amount recovered from the Customer on account of GST differs from the amount of GST payable at law by HOA in respect of the supply, the amount payable by the Customer will be adjusted accordingly.
7. Force Majeure Event
7.1 Suspension of Obligations
If HOA is unable, wholly or partly, by reason of a Force Majeure Event to supply the Goods in accordance with the Order, then HOA must:
7.2 HOA may use third party
If by reason of the Force Majeure Event, HOA cannot meet any of its Obligations for a period of time, HOA may:
7.3 No liability
The Customer acknowledges and agrees that HOA will not be held liable for any delay or inability to complete its Obligations by the agreed timelines or in accordance with the terms of the Order by reason of a Force Majeure Event.
8.1 Delivery Point
8.2 Delivery Date
HOA agrees that it will make all reasonable attempts to deliver the Goods to the Delivery Point within the estimated time for delivery.
8.3 Delivery complete
Delivery is deemed to be complete when the Goods are delivered to the Delivery Point.
9. Acceptance of Goods / Claims
9.1 It is the responsibility of the Customer to inspect the Goods immediately upon delivery.
9.2 The Customer will have seven (7) days from the date of delivery to notify HOA that the Goods are not acceptable either due to:
9.3 HOA reserves the right to inspect the Goods and to make its own assessment of the Goods that have been reported as unacceptable.
9.4 Where both parties agree that the Goods are unacceptable, HOA may elect, at its absolute discretion, to either:
9.5 If the Customer fails to make any Claim to HOA within seven (7) days from the date of delivery, the Customer is deemed to have agreed that the Goods were acceptable at the time of delivery and comply with the Order.
10. Title and risk
10.1 Risk in the Goods passes to the Customer immediately upon dispatch by HOA. To the extent permitted by law, HOA accepts no liability (including liability relating to a claim of negligence) for breakages or loss of the Goods in transit unless the Goods were delivered by HOA under a separate delivery contract and HOA will not be liable for consequential loss or pure economic loss suffered by the Customer by reason of breakage or loss.
10.2 Notwithstanding the above, the title in the Goods does not pass to the Customer until HOA has received payment in full of any Tax Invoice provided by HOA in connection with the supply of the Goods.
10.3 Until payment is received by HOA in full, the Customer holds the Goods on trust and as bailee for HOA
10.4 The Customer, by accepting delivery of the Goods agrees that:
(c) HOA shall be entitled to enter the Customer's premises at any time and without prior notice in order to re-take possession of the Goods;
(f) Each of the above provisions is severable if they are judged to go beyond what is reasonable.
10.5 The right of the Customer to deal with the Goods will immediately cease upon the appointment to the Customer of either a liquidator, receiver, manager, administrator, provisional liquidator or bankruptcy trustee.
11. Customer warranties
11.1 The Customer warrants and acknowledges that:
The Customer promises not to make any Claim or seek to withhold payments or avoid its Obligations in respect of any of the above matters.
12. HOA’s warranties
(a) Without limiting any other warranties contained herein, HOA further warrants that all Goods will:
(e) HOA's warranty shall not apply in respect of:
13. Liabilities and Indemnities
13.1 Indemnity by HOA
HOA indemnifies the Customer against any Claim or Loss suffered or incurred by the Customer, which may arise from any breach by HOA of any of the warranties given by HOA under these Trading Terms.
13.2 Indemnity by the Customer
To the extent permitted by Law or these Trading Terms, the Customer indemnifies HOA against any Claim or Loss suffered or incurred by HOA or third persons, which may arise from:
14. Default by the Customer
The Customer will be in default in the event that:
14.2 Penalty interest
14.3 Rights of HOA and withdrawal of credit
(a) In addition to any of its other rights, where the Customer is in default, HOA may:
15. Security and PPSR
15.1 The Customer agrees and acknowledges that until title in the Goods passes to the Customer under clause 10.2:
15.2 Both parties agree and acknowledge that nothing contained within these Trading Terms shall create any right in either the Customer or its controller to charge or hold as security any of Goods to which title has not passed to under 10.2.
Each person that is an owner or director of the Customer, jointly and severally:
16.1 Guarantees to HOA the prompt payment of all amounts due to HOA from time to time;
16.2 Guarantees that the Customer will comply with these Trading Terms;
16.3 Promises to comply with these Trading Terms personally and all Obligations of the Customer under the Trading Terms.
17.1 Collection of personal information
17.2 Change of details
The Customer must notify HOA of any change to its contact details (as set out in the Order) or in its accounts payable contact at least 14 days prior to any of those changes taking place.
Any notice or other communication to or by a party under these Trading Terms:
but if the delivery or receipt is on a day which is not a Business Day or is after 5.00pm (addressee's time), it is deemed to have been received at 9.00am on the next Business Day.
The Customer must not assign the Order or any rights benefits or Obligations under these Trading Terms without the prior written consent of HOA. A purported assignment without written consent will be deemed to be void and to convey no rights.
Each party must pay its own costs of negotiating, preparing and submitting each Order.
18.4 No Exclusion of rights
The rights, powers or remedies provided in these Trading Terms are cumulative with and not exclusive of any rights, powers or remedies provided independently of these Trading Terms.
18.5 Partial exercise of rights
No single or partial exercise by any party of any right, power or remedy under these Trading Terms shall preclude any other or further exercise of that or any other right, power or remedy.
Notwithstanding any other provision in these Trading Terms, any indemnity, warranty or any Obligation of confidence under each Order is independent and survives completion or cancellation of the Order.
18.7 Entire agreement
The Order and Trading Terms contain the entire understanding between the parties in relation to each separate request for the supply of Goods and supersedes all prior agreements and communications between the parties.
Any provision of these Trading Terms which is invalid in any jurisdiction must, in relation to that jurisdiction:
without invalidating or affecting the remaining provisions of these Trading Terms or the validity of that provision in any other jurisdiction.
An Order does not create a relationship of employment, agency or partnership between the parties.
18.10 No waiver
(c) A waiver of a breach does not operate as a waiver of any other breach.
18.11 Governing law and jurisdiction