These Terms and Conditions of Sale form the exclusive basis upon which Agpoint Australia (“the Seller”) agrees to supply goods or services to any purchaser. By placing an order with the Seller, the Purchaser agrees to be bound by these terms. Any conflicting terms proposed by the Purchaser will not apply unless expressly accepted in writing by the Seller.

1. Definitions and Interpretation

1.1 In these Terms and Conditions:

• “Goods” means all products and items supplied by the Seller;

• “Loss” includes any direct or indirect liability, loss, cost, damage or expense;

• “Order” means a purchase request made to the Seller, whether in writing or otherwise;

• “Purchaser” refers to the individual, business or company placing an Order, including their agents and successors;

• “Seller” means Agpoint Australia, a division of Great Western Corporation Pty Ltd ACN 064 434 475, and its assigns;

• “Services” means any non-product, value-added activity performed for a fee by the Seller.

1.2 Words in the singular include the plural, and reference to a “person” includes any legal entity.

2. Precedence

2.1 These terms override any inconsistent terms provided by the Purchaser, unless expressly agreed to in writing by the Seller.

2.2 The Seller may update these terms at any time by written notice or publication on the website. Updated terms will apply to all future orders.

3. Formation of Contract

3.1 Price lists, catalogues and website listings are invitations to treat only.

3.2 An Order constitutes an offer to purchase. Acceptance occurs when confirmed in writing or upon supply of Goods or Services by the Seller.

4. Warranty of Commercial Use

The Purchaser warrants that all Goods and Services purchased are for commercial, agricultural, or industrial use only and not for personal, domestic, or household use.

5. Delivery

5.1 The Seller will make reasonable efforts to meet requested delivery dates, but makes no guarantees.

5.2 Orders may be delivered in part. Invoices will be issued for each delivery.

5.3 The Seller is not liable for delays, non-fulfilment, or resulting Loss, including from freight carriers.

5.4 Unless otherwise agreed in writing:

• Delivery is to the Purchaser’s nominated address;
• Delivery and freight costs are the Purchaser’s responsibility;
• Risk passes to the Purchaser upon delivery.

6. Pricing

6.1 All prices are quoted in Australian dollars (AUD), exclusive of GST and delivery costs unless otherwise stated.

6.2 Orders are invoiced at the current price list unless otherwise agreed in writing.

6.3 If prices change between Order confirmation and delivery, the Seller will notify the Purchaser. If not cancelled within 24 hours, the new price is deemed accepted.

7. Payment

7.1 Unless otherwise agreed, payment must be made in full prior to dispatch of Goods.

7.2 If the Seller agrees to provide credit:

• Terms must be agreed in writing;
• Or as stated on the invoice;
• Or, by default, payment is due by the last business day of the month following delivery.

7.3 Credit terms may be revoked at the Seller’s discretion at any time without notice.

7.4 Time is of the essence with respect to all payment obligations.

8. Payment Default

8.1 In case of late or non-payment, the Seller may:

• Suspend or cancel any current or future Orders;
• Enforce a lien over any Goods in the Purchaser’s possession;
• Charge interest at 15% per annum on overdue amounts.

8.2 The Purchaser agrees to indemnify the Seller for all costs incurred in recovering outstanding debts, including legal fees and collection agency charges.

8.3 To secure obligations, the Purchaser charges in favour of the Seller all legal and beneficial interest in any real property it owns.

9. Retention of Title

9.1 Title to the Goods remains with the Seller until full payment is received.

9.2 Goods must be clearly identified as the Seller’s property until paid for in full.

9.3 The Purchaser must not sell, transfer, or encumber Goods until payment is made.

9.4 The Seller may enter the Purchaser’s premises to repossess unpaid Goods.

9.5 This clause creates a security interest under the Personal Property Securities Act 2009 (Cth) (PPSA).

10. Returns

10.1 Return requests must be made within 14 days of delivery via a completed Return to Stock form.

10.2 Returned Goods must be in original, resaleable condition and packaging.

10.3 Returns are subject to approval and may incur a 15% restocking fee.

10.4 Freight for returns is the responsibility of the Purchaser, unless the Goods are faulty or delivered in error.

11. Warranty

11.1 Goods are supplied according to samples or specifications provided, but are not sold by sample or description alone.

11.2 The Seller provides no warranties other than those required by law.

11.3 Where applicable, and to the extent permitted by law, the Seller’s liability is limited to:

• Replacement of Goods;
• Re-performance of Services;
• Or, refund or credit at the Seller’s discretion.

12. Force Majeure

12.1 The Seller is not liable for any failure to perform due to causes beyond its reasonable control, including but not limited to natural disasters, strikes, supplier delays, transportation breakdowns, government actions, or system failures.

13. Non-Excludable Rights

13.1 These terms do not exclude, restrict, or modify any consumer guarantees or rights under the Australian Consumer Law that cannot legally be excluded.

14. Assignment

14.1 The Purchaser must not assign any rights or obligations under these terms without the Seller’s prior written consent.

15. Waiver

15.1 A waiver by the Seller of any breach must be in writing and does not constitute a waiver of any other breach.

16. Severability

16.1 If any part of these terms is deemed invalid or unenforceable, the remainder will continue in full force and effect.

17. Notices

17.1 Notices must be in writing and delivered by hand, post, email, or fax. Delivery is deemed effective:

• Upon delivery if by hand;
• Three business days after posting;
• Upon confirmation of transmission for email or fax.

18. Governing Law

18.1 These terms are governed by the laws of South Australia, and the parties submit to the jurisdiction of the courts of that state.

19. Disclaimer

19.1 The Seller is not responsible for any Loss or damage arising from misuse, modification, or incorrect installation of the Goods supplied.