All orders given and all Goods supplied by the Supplier to the Customer are supplied on and subject to the following Terms.
1. Definitions
1.1 In these terms and conditions:
“Commercial Credit Application” means the credit application pursuant to which PAWFECT TREATS has agreed to supply Goods oncredit to the Customer; “Contract” means any agreement between the Supplier and the Customer for the supply of the Goods;
“Customer” means any person, including the applicant described in the Commercial Credit Application, successors and administrators who have requested the supply of the Goods from the Supplier;
“Goods” means the goods supplied by the Supplier to the Customer;
“PAWFECT TREATS” means PAWFECT TREATS Pty Ltd ABN 89 643 922 145
“order” means any request for the supply of Goods received by the Supplier from the Customer;
“Price” means the amount payable by the Customer to the Supplier for the Goods;
“Supplier” means PAWFECT TREATS together with each of its wholly owned subsidiaries, related bodies corporate and assignors;
“Terms” means these terms and conditions as amended by the Supplier from time to time.
1.2 In these Terms unless the context otherwise requires:
(a) the singular includes the plural and vice versa and each gender includes each other gender;
(b) headings are included for convenience only and do not affect the interpretation of these Terms;
(c) reference to a person includes any other entity recognised by law and vice versa.
2. General
2.1 These Terms supersede any prior agreement, arrangement or understanding and may only be varied in writing by the Supplier.
2.2 Each order will be upon and subject to these Terms and to the exclusion of all other terms and conditions including any terms and conditions contained in any order or other document of the Customer unless expressly agreed by the Supplier in writing. By receiving delivery and/or supply of all or a portion of the Goods, the Customer will be deemed to have accepted these Terms.
2.3 All terms, conditions, representations and warranties expressed or implied by statute, the common law, equity, trade, custom or usage or otherwise are expressly excluded to the maximum extent permitted by law.
3. Orders / Contract
3.1 The placing of an order by the Customer shall be an offer to purchase (in accordance with these Terms) which may be accepted by the Supplier. The Customer’s order may be written or verbal and may consist of a standing order or may be made from time to time.
3.2 The Customer will not be entitled to cancel or refuse delivery of, or payment for, any order accepted by the Supplier.
4. Price
4.1 All Goods are sold to the Customer at the Supplier’s prevailing price on the day of despatch as identified in the relevant tax invoice.
4.2 The Supplier reserves the absolute right to vary or amend prices quoted in relation to future orders placed for the Goods.
4.3 The Supplier reserves the right in its absolute discretion to change the Price at any time and without any prior notice to the Customer. Prices quoted in any Supplier price list are suggested prices only and may be changed by the Supplier without notice.
4.4 All Prices are exclusive of any Goods and Services Tax within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 (GST). GST or other government imposts shall be payable by the Customer and the Customer shall indemnify the Supplier in respect of any GST or other charges which may be payable as a result of any supply of Goods to the Customer. Any GST amount will be separately identified on all tax invoices.
5. Payment
5.1 Subject to clause 5.2, unless otherwise agreed in writing by the Supplier, the Customer must pay cash for the Goods on delivery.
5.2 Where PAWFECT TREATS has agreed to extend credit to the Customer payment for all Goods must be made in accordance with the payment terms set out in the Commercial Credit Application.
5.3 Payment for all Goods is due and must be made in accordance with this clause 5 irrespective of whether or not the Customer has signed the accompanying tax invoice and/or delivery docket.
5.4 The Supplier’s express or implied approval for extending credit to the Customer may be revoked or withdrawn by the Supplier at any time.
6. Overdue Amounts
6.1 If the Customer fails to pay all or part of any amount to the Supplier on the due date, simple interest will be payable on the entire amount invoiced to the Customer, from the due date until it is paid in full, at the rate prescribed under the Penalty Interest Rate Act 1983 plus 3%. All payments made by the Customer will be first applied by the Supplier to the accrued interest, if any.
6.2 The Customer is liable for all expenses (including any debt collection fees and legal costs) incurred by the Supplier for enforcement of obligations and recovery of any money due from the Customer to the Supplier.
7. Delivery and Supply
7.1 The Supplier reserves the right to stop supply at any time if the Customer fails to comply with these Terms.
7.2 Delivery will be made to the place notified by the Customer for that purpose, otherwise it will be at the Customer’s business address.
7.3 The Supplier will make reasonable efforts to deliver the Goods within a reasonable time from the date of the order and to the place designated by the Customer. The Supplier has the right to make delivery of the Goods in instalments (unless the Customer otherwise advises the Supplier in writing) and if any one or more of those instalments are defective for any reason, the defective instalment is a severable breach that will give rise only to a claim for compensation (in accordance with these Terms) and will not constitute a repudiation of the Contract.
7.4 Any times quoted for delivery and/or supply are estimates only and the Supplier shall not be liable for failure to deliver/supply or for delay in delivery/supply of the Goods. The Customer shall not be relieved of any obligation to accept or pay for Goods by reason of any delay in delivery/supply.
8. Credit
8.1 If the Customer wishes to purchase Goods on credit the Customer must apply for credit with PAWFECT TREATS by completing the Commercial Credit Application , which application PAWFECT TREATS may, in its sole discretion, refuse. The Customer is not entitled to credit facilities until the Customer receives written notification from PAWFECT TREATS that credit facilities have been approved and confirmation of the credit terms and conditions upon which approval has been granted.
8.2 PAWFECT TREATS reserves the right to terminate or vary any credit facility at any time.

8.3 PAWFECT TREATS reserves the right at any time to require the Customer to provide security as a condition to the grant or facility. Security may, at the discretion of Pawfect Treats, be in form of a bank guarantee, directors’ guarantee, mortgage, charge or Bill of Sale.
8.4 Subject to clause 8.5, where PAWFECT TREATS has agreed to extend credit to the Customer, the Supplier shall submit to the Customer an invoice for the Goods (or any part thereof) delivered to the Customer and the full amount of each invoice must be paid by the Customer no later than the date for payment specified on the invoice and if no payment date is specified in accordance with the payment terms set out in the Commercial Credit Application.
8.5 Notwithstanding any date for payment which may be specified on any invoice issued by the Supplier or otherwise provided for in these Terms, the Customer must at all times ensure that the total amount outstanding from time to time remains within the predetermined credit limit set by PAWFECT TREATS.
9. Condition of Goods and Short Delivery
Any claim for any defect in the Goods or that the Goods are not in accordance with the order must be notified (in writing or by telephone) to the Supplier within 24 hours after the delivery of those Goods. Otherwise, the Goods will be deemed to be in accordance with the order and free of any defects whatsoever.
10. Return of Goods
10.1 The Supplier is not bound to accept return of any Goods from the Customer and subject to clause 12.3 the Supplier is not bound to refund any money to the Customer.
10.2 No Goods are to be returned to the Supplier without the Supplier’s written consent in which case the Goods must be returned to the Supplier in accordance with any procedures notified by the Supplier to the Customer.
11. Goods Sold
All Goods are as described on the order and the description prevails over all other descriptions including any specifications or enquiry by the Customer.

12. Exclusion of Liability
12.1 The Supplier will not be liable for any claim, loss, damage, expense or injury of any kind or nature suffered or incurred by the Customer (directly or indirectly), or any other person, arising out of or in connection with, the supply of the Goods or these Terms (including, without limitation, liability due to negligence or wilful default of the Supplier and any delay in delivery).
12.2 The Customer agrees to keep the Supplier indemnified against any claim, liability, damage, expense or cost resulting from or connected to the Goods whether or not the Goods are defective.
12.3 To the extent that these Terms cannot by law operate to exclude the liability of the Supplier for any claim, loss or damage, defect, expense or injury, the liability of the Supplier arising from or in connection with the supply of the Goods and these Terms is limited, at the election of the Supplier, either to replacement of the Goods or refund of the Price paid by the Customer for the affected Goods.
13. Title and Risk
13.1 Risk in the Goods and the risk of deterioration shall pass to the Customer immediately upon delivery. From delivery the Customer must properly handle and store the Goods so as to minimise deterioration.
13.2 Notwithstanding clause 13.1, title in the Goods will not pass to the Customer and the Customer will hold all Goods on trust and as bailee for the Supplier until all amounts owed by the Customer to the Supplier have been paid in full.
13.3 Until title vests in the Customer under this clause, the Customer must keep the Goods separate from other goods such that the Goods are clearly identifiable and distinguishable from other goods in the possession of the Customer.
13.4 In the event that the Customer disposes of the Goods or incorporates or transforms the Goods (or any portion of them) into any other goods or products produced by the Customer (or a third party), the Customer must hold the proceeds of sale for such goods or products on trust for the Supplier and shall separately bank the proceeds and account for them to the Supplier.
13.5 In the event that the Goods are incorporated into another product this clause 13 applies to the “end product” as if the “end product” were the goods supplied by the Supplier to the Customer.
14. Default by Customer
14.1 In the event that:
(a) the Customer breaches these Terms;
(b) any money payable to the Supplier becomes overdue or in the Supplier’s opinion the Customer will be unable to meet its payments as they fall due;
(c) the Customer becomes bankrupt, insolvent, convenes a meeting with its creditors or proposes to enter into an
arrangement with its creditors; or
(d) a receiver, manger or liquidator (provisional or otherwise) is appointed in respect of the Customer or any asset of the Customer, then:
(a) the Supplier may cancel all or any part of an unfulfilled order;
(b) all amounts due to the Supplier will, whether or not due for
payment, become immediately payable;
(c) the Supplier may terminate any Contract; and
(d) the Supplier or its agent may at any time (without notice), enter upon any premises upon which the Supplier reasonably believes the Goods may be stored for the purpose of taking possession of the Goods.
14.2 The Customer shall indemnify and keep indemnified the Supplier against any claim, action, damage, loss, liability, cost (including legal costs, debt collection agency fees and bank costs), charge, expense outgoing, payment which the Supplier suffers, incurs or is liable for in respect of the Supplier exercising its rights under clauses 13 and 14.1 or as a result of the Customer breaching its obligations under clauses 13 and 14.1.
15. Key drop delivery
Keys to the premises of the Customer will not be returned to the Customer until all amounts owing to the Supplier by the Customer are paid in full.
16. Other
16.1 The Supplier’s right are cumulative and additional to any other rights of the Supplier whether express or implied by contract or by law. No delay or failure by the Supplier to enforce any of its right is a waiver of that right. Any waiver by the Supplier of any term or breach of these Terms is not to be taken as a continuing waiver, and is capable of being revoked at the discretion of the Supplier.
16.2 These Terms, and each Contract including them, are governed by the laws of the State of Victoria. The parties submit to the jurisdiction of the courts in the State of Victoria.
16.3 The Customer shall not be entitled to set-off any amount whatsoever against the Supplier notwithstanding any default or alleged default by the Supplier of these Terms including the supply of allegedly defective Goods.
16.4 The Supplier reserves the right to vary these Terms at any time without notification to the Customer and without the Customer’s consent.
16.5 The Supplier may assign or otherwise deal with any or all of its rights and obligations to the Customer without the Customer’s consent.
16.6 In the event of any inconsistency between these Terms and any other document, agreement or understanding as between the parties, these Terms will prevail.
16.7 If any part of these terms are held to be illegal or unenforceable that clause or part shall be severed with the remaining clauses or parts remaining in full force.