Trade accounts
Trade Terms and Conditions
1 · About these terms
1.1 These terms apply to every sale of goods by Mercato Trading Pty Ltd ABN 89 655 207 551 (Mercato, we, us) to you.
1.2 By applying for a trade account, placing an order, or accepting delivery of goods, you agree to these terms.
1.3 These terms prevail over any terms you put forward, including conditions printed on or attached to a purchase order, unless we agree otherwise in writing.
1.4 We may change these terms. We will give you reasonable notice of a change, and it will apply only to orders placed after the change takes effect. If you do not accept a change you may close your account by telling us in writing and paying what you owe.
2 · Your trade account
2.1 We assess each application and may approve or decline it at our discretion.
2.2 If we approve credit, we set a credit limit. We may review it at any time, and may reduce or withdraw it on reasonable notice — or immediately if you are in default or we reasonably believe your financial position has materially changed.
2.3 You must keep your account details current. Tell us within 7 days if your ownership, business structure, directors or principals, trading name, addresses or contacts change.
2.4 The account is personal to you. It does not transfer if your business is sold, and a change of ownership ends it unless we agree in writing.
3 · Orders
3.1 A quotation is an invitation to order, not an offer, and is valid for 30 days unless it says otherwise.
3.2 An order is accepted when we confirm it in writing or dispatch the goods, whichever happens first.
3.3 Minimum order quantities or values may apply and will be told to you before the order is accepted.
3.4 Once an order is accepted you may not cancel or change it without our agreement. Custom-printed and special-order goods cannot be cancelled once production or procurement has started.
4 · Prices
4.1 Prices exclude GST unless stated otherwise. GST is added at the applicable rate and shown on the invoice.
4.2 The price is the one current when the goods are dispatched.
4.3 We will give reasonable notice before a price increase takes effect for your account.
4.4 Delivery and freight charges may apply and are shown separately.
5 · Payment
5.1 You must pay each invoice in full by the due date set by your account terms. Where your account is on 14 or 30 day terms, the due date is calculated from the date of the invoice.
5.2 Payment is made when we receive cleared funds.
5.3 You must pay in full without set-off, counterclaim or deduction.
5.4 If an amount is overdue we may charge interest at [rate to be confirmed] per annum, calculated daily from the due date until the amount is paid.
5.5 You must pay our reasonable costs of recovering an overdue amount, including collection agency fees and legal costs.
5.6 We may place your account on hold and suspend supply while any amount is overdue.
6 · Delivery
6.1 Delivery times are estimates. We will make reasonable efforts to meet them but do not guarantee them.
6.2 You must give safe and adequate access to the delivery point and have someone available to receive and sign for the goods.
6.3 If delivery fails because access or receipt was not available, you must pay our reasonable costs of redelivery.
6.4 We may deliver an order in instalments and invoice each instalment.
6.5 Where you nominate your own carrier, risk passes when the goods are handed to that carrier.
7 · Risk and title
7.1 Risk in the goods passes to you on delivery.
7.2 Title in the goods does not pass to you until we have been paid in full for those goods and for every other amount you owe us on any account.
7.3 Until title passes, you hold the goods as bailee for us, must store them so they remain identifiable as ours, and must keep them insured.
7.4 Until title passes you may sell the goods in the ordinary course of your business. If you do, you hold the proceeds on trust for us, in a form that can be identified, up to the amount you owe us.
7.5 You grant us an irrevocable licence to enter any premises where the goods are kept, at a reasonable time and on reasonable notice, to inspect them or to recover goods to which we retain title.
8 · Personal Property Securities Act
8.1 These terms create a security interest in the goods we supply and in their proceeds, for the purposes of the Personal Property Securities Act 2009 (Cth).
8.2 You consent to us registering that security interest on the Personal Property Securities Register, and will do what we reasonably ask to help us perfect and maintain it.
8.3 You waive your right to receive a verification statement.
8.4 You must not register a financing change statement in relation to our security interest without our written consent.
9 · Shortages, damage and claims
9.1 You must inspect the goods on delivery.
9.2 Tell us in writing about any shortage, damage or incorrect supply within [3 business days] of delivery, quoting the invoice or delivery docket number.
9.3 After that period the goods are taken to have been accepted. This does not affect your rights under the Australian Consumer Law.
10 · Returns
10.1 We do not accept returns without our prior authorisation.
10.2 Authorised returns must be unused, in original undamaged packaging and in resaleable condition.
10.3 A restocking fee of up to [percentage to be confirmed] may apply to goods returned for reasons other than our error or a failure of a consumer guarantee.
10.4 We cannot accept the return of custom-printed goods, special-order goods, or food-contact goods whose packaging has been opened, except where the Australian Consumer Law requires it.
11 · Product specifications
11.1 Stated weights, dimensions, capacities and pack quantities are nominal and subject to normal manufacturing tolerance.
11.2 Images, samples and descriptions are illustrative and do not form part of the contract.
11.3 Where a product is unavailable we may offer an equivalent substitute. We will tell you before dispatch and you may decline it.
11.4 You are responsible for satisfying yourself that the goods are suitable for your intended use, including any food safety, labelling or regulatory requirement that applies to your business.
12 · Warranties and liability
12.1 Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these terms excludes, restricts or modifies those guarantees.
12.2 To the extent the law allows, our liability for a failure to comply with a guarantee that is not a consumer guarantee is limited, at our option, to replacing the goods, supplying equivalent goods, repairing the goods, or paying the cost of doing any of those things.
12.3 To the extent the law allows, we are not liable for indirect or consequential loss, or for loss of profit, revenue, business or goodwill.
13 · Default
13.1 You are in default if you do not pay an amount when it is due, you breach these terms, or you become insolvent, enter administration or receivership, are wound up, or cease to carry on business.
13.2 If you are in default we may suspend or stop supply, require payment in advance, cancel unfilled orders, declare all amounts you owe us immediately payable, recover goods to which we retain title, and exercise our rights under the Personal Property Securities Act.
14 · Guarantees of your account
14.1 Where we require it as a condition of extending credit, one or more directors, partners or principals of your business must personally guarantee the amounts you owe us.
14.2 A guarantee is given in a separate document signed by the guarantor. It is not given by accepting these terms.
14.3 A guarantee continues until everything you owe us has been paid, and is not affected by a change to your credit limit or account terms.
15 · Credit checks and privacy
15.1 You authorise us to make the enquiries we consider necessary to assess your application and manage your account, including contacting the trade references you give us and obtaining reports from credit reporting bodies.
15.2 If you are a director, principal or guarantor, you authorise us to obtain a credit report about you personally for that purpose.
15.3 We handle personal information in accordance with the Privacy Act 1988 (Cth) and our privacy policy.
15.4 Where the law permits, we may give information about a default to a credit reporting body.
16 · Events outside our control
16.1 We are not liable for a delay or failure to supply caused by an event beyond our reasonable control.
16.2 If such an event continues for more than [30 days], either of us may cancel the affected orders without liability.
17 · General
17.1 These terms are governed by the law of Queensland, and you and we submit to the jurisdiction of the courts of Queensland.
17.2 If part of these terms is unenforceable, that part is severed and the rest continues to apply.
17.3 You may not assign your account without our written consent.
17.4 Notices must be in writing and sent to the contact details recorded on the account.
17.5 If we do not enforce a term, that is not a waiver of it.
17.6 These terms, together with your trade account application and our invoices, are the entire agreement between us about the supply of goods.
18 · Contact
Mercato Trading Pty Ltd · ABN 89 655 207 551
General enquiries: hello@mercatotrading.com.au
Accounts: accounts@mercatotrading.com.au