Terms & Conditions

1. Definitions

1.1 in these terms
(a) AgriWAN means AgriWAN Pty Ltd trading as 4IOT.com.au (ABN 54 626 707 560)
(b) Customer means the legal entity placing the order for, or being supplied with the goods by AgriWAN.
(c) Goods mean the goods supplied by AgriWAN to the Customer.
(d) GST means any tax imposed upon a taxable supply under the A New Tax System (Goods and Services Tax) Act 1999 and any related tax imposition Acts.
(e) Taxes mean GST and all other taxes, changes, duties or similar relating to the supply or use of the goods.
(f) Terms means these terms.

2. Orders

2.1 The supply by AgriWAN of goods to the Customer, or the placement or an order for goods by the Customer will be on these Terms. Acceptance of goods or placements of an order by the Customer will be deemed to be acceptance of these Terms.
2.2 Any terms or conditions set out on any order or document submitted by the Customer are expressly excluded.
2.3 AgriWAN may reject any order in its discretion. If any order requires goods to be delivered in multiple installments, each installment will be considered a separate order.

3. Price & Payment

3.1 The price of goods is the prevailing price at the time of delivery. Any published price is indicative only. AgriWAN may alter prices at any time without notice.
3.2 All goods and invoices must be paid with order unless credit terms are agreed. In which case all invoices must be paid net 14 days.
3.3 AgriWAN may charge a service fee on any outstanding amount at the rate of $1.5% per calendar month compounded monthly, from the due date until payment is received in full (subject to change at AgriWAN’s discretion).
3.4 All prices, delivery costs and amounts payable by the Customer are exclusive of Taxes. The Customer must pay or reimburse AgriWAN all Taxes, levies and the fees imposed by any statutory or industry body and any amount required by AgriWAN by way of deposit on any returnable container. AgriWAN will provide the Customer with a tax invoice.
3.5 The Customer may not withhold payment or make deductions from any amount owing without AgriWAN’s prior written consent.

4. Delivery

4.1 AgriWAN will use reasonable endeavors to supply the goods on the delivery dates and in the quantities specified in the order. AgriWAN will not be liable for any loss or damage arising out of any delay or failure to make delivery on the requested dates or in the requested quantities.
4.2 If AgriWAN fails to deliver or makes defective delivery of any goods under these Terms, the Customer will not be entitled to cancel any other delivery.
4.3 If the goods are supplied pre-packed and labeled, the Customer must not sell, supply or otherwise deal with the goods unless the packaging and labeling remains intact.

5. Containers & Pallets

5.1 Any pallets or containers used for the delivery or storage of the goods will remain the property of AgriWAN or its lessor. The Customer must promptly return or exchange the pallets and containers in its custody or reimburse AgriWAN the cost of replacement or repair of lost or damaged pallets or containers.
5.2 Any deposit charged will be credited in full at the time the container is returned to AgriWAN provided the container is returned with three months of dispatch and is in good order and condition.

6. Warranties

6.1 The Customer warrants that it understands the nature and characteristics of the goods, including their innate hazards and toxicity and is familiar with all information made available to it.
6.2 Where it is proven to AgriWAN’S reasonable satisfaction that the goods do not comply with the Manufacturer’s warranty AgriWAN will seek compensation on behalf of the Customer. The Manufacturer will at its cost and at its option, either replace such goods with the same or equivalent product, or pay the cost of replacement with the same or equivalent goods, but otherwise subject to the provisions of these Terms, AgriWAN accepts no liability to the Customer or any third party.
6.3 The Manufacturer’s warranty does not apply unless the goods have been properly handled, used, maintained and stored, the defects occur within 24 months of importation or formulation of the goods or within 12 months of their delivery, whichever period first expires, AgriWAN is notified in writing within seven days of the alleged defect first coming to the notice of the Customer and the Customer returns the goods to the place of delivery.

7. Limitations

Except as expressly set out in these Terms AgriWAN:
(a) excludes all conditions and warranties in relation to the goods, whether imposed or implied by statute or otherwise; and
(b) will not be liable for any loss, damage or injury including consequential loss (such as loss of profits and loss of opportunity), arising from the condition, supply or use of the goods or otherwise, whether or not caused by AgriWAN’S negligence.

8. Indemnity

The Customer indemnifies AgriWAN against all loss and liability arising out of:
(a) any breach by the Customer of these Terms; or
(b) negligence on the part of the Customer or any person for whom the Customer is responsible.

9. Passing of Risk and Retention of Title

9.1 Risk in the goods will remain with AgriWAN until goods depart AgriWAN warehouse. At this point thereafter risk of loss, damage or deterioration of the goods will pass to the customer.
9.2 Legal and beneficial title in the goods will remain with AgriWAN until:
(a) the goods are paid for in full by the Customer; and
(b) the Customer has paid all other amounts owing to AgriWAN.
9.3 Until such time as legal and beneficial title in the goods passes to the Customer, the Customer will:
(a) store the goods in a manner which makes them readily identifiable as the property of AgriWAN;
(b) hold the goods as bailee of AgriWAN, in respect of which each party acknowledges fiduciary relationship exists;
(c) keep, and provide upon request, proper stock records and records of accounts with respect to the receipt, identification, storage, location, sale and movement of the goods; and
(d) keep the goods insured against theft, damage and destruction (failing which AgriWAN may do so and invoice the Customer for the cost).
9.4 If the Customer sells or otherwise disposes of the goods:
(a) the Customer must account to AgriWAN for that part of the proceeds of the sale as is equal to the price and other charges payable by the Customer to AgriWAN in respect of those good; and
(b) until the Customer pays AgriWAN the price payable for the goods, the proceeds of resale must be held in a separate account in trust for AgriWAN.

10. Default

10.1 Payment will immediately become due and the Customer’s right to possession of the goods will cease if the Customer:
(a) fails to make due payment for the goods;
(b) commits a breach of any of these Terms; or
(c) commits an act of bankruptcy, is declared insolvent, passes a resolution for winding up, has petition presented against it for winding up, has an administrator, receiver, liquidator or other insolvency practitioner appointed in respect of it or its assets, or enters into an arrangement, compromise or assignment for the benefit of any creditor.
10.2 If an event set out in clause 10.1 occurs, AgriWAN may without prejudice to it other rights and remedies:
(a) withhold any further deliveries of goods;
(b) suspend or terminate performance of any other contracts which AgriWAN has with the Customer;
(c) in respect of goods already delivered, enter onto any premises of, or under the Customer’s control, without liability for trespass or any resulting damage, and retake possession of the goods in which legal and beneficial title is held by AgriWAN; and
(d) institute legal proceedings to recover the Customer’s debt including recovery of related costs, expenses and outgoings (including legal fees on a solicitor/client basis).
10.3 AgriWAN may bring an action for the price of the goods even though title in the goods has not passed.

11. Claims and Returns

AgriWAN will not accept the return of any goods unless agreed in writing prior to return. Any goods returned must be in the same order and condition as when delivered to the Customer. AgriWAN may charge the Customer the then current restocking charges, payable immediately.

12. Force Majeure

Each obligation of AgriWAN will be suspended during the time and to the extent that AgriWAN is prevented from or delayed in complying with that obligation by any act, event or cause (including industrial action) which is beyond its control.

13. General

13.1 AgriWAN may amend these Terms at any time. The amended Terms will apply to the supply of any goods from the date of the amendment. The Customers may not vary these Terms without the written consent of AgriWAN.
13.2 No failure, delay, relaxation or indulgence by AgriWAN in exercising any power or right conferred by these Terms will operate as a waiver of the power or right. A waiver of a breach does not operate as a waiver of any other breach.
13.3 If a Court determines that any provision of part of a provision of these Terms is unenforceable, illegal or void, if possible it will be read down so as to give it valid and enforceable operation or, if not possible to be so read down, it will be severed and the remaining provisions will remain operative.
13.4 These Terms are governed by the laws of the State of Queensland and the parties submit to the non-exclusive jurisdiction of the courts of the State and of the Commonwealth of Australia.

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