TERMS OF CONDITIONS - SALE OF GOODS
This agreement is between:
One on One Football Pty Ltd of Ruskin Street, Byron Bay, New South Wales, 2481 (Seller) and: (Buyer).
- The Seller is a supplier of the goods described in item 1 of schedule 1 (Goods).
- The Buyer wishes to buy Goods from the Seller by orders placed from time to time.
- The Seller has agreed to sell and the Buyer has agreed to buy Goods on the terms and conditions set out in this agreement.
1. Agreement to buy and sell
In return for payment of the price specified in relation to each of the Goods item 1 of schedule 1 (Price) by the Buyer to the Seller, the Seller sells and the Buyer buys the Goods on the terms of this agreement.
2. Placement of orders
- The Buyer must order Goods from the Seller in writing.
- Each order must specify:
- the date of the placement of the order;
- the quantity and description of the Goods ordered; and
- a preferred delivery date for the Goods, which is at least 7 days from the date of the placement of the order (Delivery Date). The seller will advise the buyer within 7 days whether it is possible to deliver the goods on the preferred delivery date and, if not, the seller will agree a new delivery date with the buyer.
3. Acceptance of orders
The Seller may decline any order received from the Buyer by written notice to the Buyer within 3 days of receipt of the order by the Seller. Any order not declined under this clause binds the Seller.
4. Delivery of orders
The Seller must use its best endeavours to deliver each order to the location specified in item 3 of schedule 1 (Store) between the hours of 9 am to 5 pm on any day Monday to Friday (other than public holidays) and no later than the Delivery Date.
5. Packing of orders
The Seller must ensure each order is safely and securely packed for transportation to the Buyer having regard to:
- the fragility and perishability of the Goods;
- the distance the Goods are likely to travel; and
- the method of transportation used to transport the Goods.
6. Passing of title
Title to the Goods constituting an order passes to the Buyer free of encumbrances and all other adverse interests upon receipt by the Seller of payment in full of the Price. Until title to the Goods constituting an order passes to the Buyer, the Seller holds a security interest in the Goods and all proceeds from the sale of the Goods as contemplated under the Personal Property Security Act 2009 (Cth).
7. Rights in relation to Goods
- The Seller reserves the rights in relation to the Goods until all accounts owed by the Buyer to the Seller are fully paid. These are rights:
- to ownership of the Goods;
- to enter the Buyer's premises (or the premises of any associated company or agent where the Goods are located) without liability for trespass or any resulting damage and retake possession of the Goods; and
- subject to, and in accordance with, the Personal Property Securities Act 2009 (Cth), to keep or resell any Goods repossessed pursuant to paragraph 8(a)(ii) above.
- If the Buyer resells the Goods or products manufactured using the Goods, the Buyer must hold part of the proceeds of any such sale, as represents the invoice price of the Goods sold or used in the manufacture of the Goods sold, in a separate identifiable account as the beneficial property of the Seller. The Buyer must pay this amount to the Seller upon request. Despite these provisions, the Seller is entitled to maintain an action against the Buyer for the purchase price and the risk of the Goods must pass to the Buyer upon delivery.
- Prior to title in the Goods passing to the Buyer under the terms of this agreement,
- the Buyer agrees that:
- the Buyer has no right or claim to any interest in the Goods to secure any liquidated or unliquidated debt or obligation the Seller owes to the Buyer;
- the Buyer cannot claim any lien over the Goods;
- the Buyer will not create any absolute or defeasible interest in the Goods in relation to any third party except as may be authorised by the Seller; and
- where the Buyer is in actual or constructive possession of the Goods:
- In connection with the Goods, the Seller states to the Buyer that:
- the Seller has the right to supply the Goods to the Buyer;
- the activities of the Buyer in supplying the Goods do not infringe the rights of the owner of the Goods (where the Seller is not the owner of the Goods); and
- if the Goods are not owned by the Seller, that the seller is authorised to supply the goods to the Buyer.
- The Seller and the Buyer agree that:
- the property of the Seller in the Goods remains with the Seller until the Seller has been paid in full for the Goods under all individual contracts for the supply of the Goods;
- the Buyer is a bailee of the Goods until property in them passes to the Buyer and this bailment continues in relation to each of the Goods until the price of the Goods has been paid in full; and
- pending payment in full for the Goods, the Buyer:
- If the Buyer supplies any of the Goods to any person before all moneys payable by the Buyer have been paid to the Seller, the Buyer agrees that:
- it holds the proceeds of re-supply of the Goods on trust for and as agent for the Seller immediately when they are receivable or are received;
- it must either pay the amount of the proceeds of re-supply to the Seller immediately when they are received, or pay those proceeds into an account with a bank or a financial institution or deposit-taking institution as trustee for the Seller;
- any accessory or item which accedes to any of the Goods by an act of the Buyer, or of any person at the direction or request of the Buyer, becomes and remains the property of the Seller until the Seller is paid in accordance with paragraph 8(e)(i); and
- if the Buyer fails to pay for the Goods within the period of credit (if any) extended by the Seller to the Buyer, subject to, and in accordance with, the Personal Property Securities Act 2009, the Seller may recover possession of the goods at any site owned, possessed or controlled by the buyer and the buyer agrees that the seller has an irrevocable licence to do so.
8. Passing of risk
Risk in each order passes to the Buyer upon delivery of that order to the Buyer or collection of that order by the Buyer's agent or courier as the case may be.
- Where applicable, those credit card details may be retained by Payment Gateway Provider(s) in accordance with their policy that was effective at the time of the payment;
- the Payment Gateway Provider(s) are authorised to charge your credit card, without further notice to you, for amounts due with respect to amounts payable by you under these terms, including but not limited to the Fee; and
- You will pay, on demand, any costs or expenses that OneOnOne or the Payment Gateway Provider incurs and that are related to the credit card (such as merchant, dishonour, interest and overdrawing fees).
10. Cancellation policy and refunds
- No refunds, exchanges, credits or transfers of the Fee are available if you change your mind or decide to cancel.
- No refunds are available for Credit that you have purchased but do not use. Credit that you have purchased but not redeemed (for example, where you have paid in advance for a number of sessions with a particular Coach), cannot be refunded or transferred to a different Coach.
11. Personal Property Securities Act 2009 (Cth) (PPSA)
- This agreement is a security agreement.
- The interest of the Seller in the Goods and all proceeds from the sale of the Goods by the Buyer to a third party is a security interest.
- The Buyer consents to the Seller registering its security interest on the Personal Property Securities Register and agrees to provide all assistance reasonably required by the Seller to facilitate registration. Until title in the Goods has passed to the Buyer as contemplated by clause 7, the Buyer agrees not to in any way assign, charge, lease or otherwise deal with the Goods in such a manner as to create a security interest over the Goods in favour of the Buyer or any third party. The parties agree that this clause will not prohibit the Buyer from selling the Goods in the ordinary course of business.
- The Buyer waives its rights to receive any notice under the PPSA (including notice of verification statement) unless the notice is required by that Act and cannot be excluded.
- The Seller and Buyer agree that this agreement and all related information and document(s) are confidential (Confidential Information ) and will not be disclosed to unauthorised representatives or third parties, except to the extent disclosure is permitted by this agreement or required by law. The Seller and Buyer agree that the Seller will not disclose the Confidential Information pursuant to a request under section 275(1) of the PPSA.
- Unless the Goods are used predominantly for personal, domestic or household purposes, the Seller and the Buyer agree each of the following requirements or rights under the PPSA do not apply to the enforcement of the Seller's security interest in the Goods or of this agreement:
- any requirement for the Seller to give the Buyer a notice of removal of accession;
- any requirement for the Seller to give the Buyer a notice of the Seller's proposed disposal of the Goods;
- any requirement for the Seller to include in a statement of account, after disposal of the Goods, the details of any amounts paid to other secured parties;
- any requirement for the Seller to give the Buyer a statement of account if the Seller does not dispose of the Goods;
- any right the Buyer has to redeem the Goods before the Seller exercises a right of disposal; and
- any right the Buyer has to reinstate this agreement before the Seller exercises a right of disposal of the Goods.
- Expressions defined in the PPSA have the same meaning when used in this agreement.
12. Proper law
This agreement is subject to the law of the state or territory of Australia in which this document is issued.