1. DEFINITIONS
1.1. Acknowledgement Link means a uniform resource locator on the Sales Confirmation, which allows the Customer to provide the acknowledgements set out in clause 2.6.
1.2. Sero Global means Warbrook Enterprises Pty Ltd (ACN 159 673 015) as trustee for Warnock Family Trust trading as Advanced Procurement and Supplies (ABN 37 951 450 470).
1.3. Business Day means a day other than a Saturday, Sunday or gazetted public holiday in Western Australia.
1.4. Contract means the agreement between Sero Global and the Customer, which consists of these Terms and the Sales Confirmation, for the supply of the Products to the Customer for the Purchase Price.
1.5. Credit Limit means the aggregate value of Products which the Customer may order under a commercial credit arrangement, as contemplated under clause 3.1, and which Sero Global may vary from time to time, in its sole discretion.
1.6. Customer means the legal entity as described in the Customer Enquiry.
1.7. Customer Enquiry means a written initial enquiry from a Customer regarding the potential purchase of Products, which must set out any Product Specifications, the Supply Timeframe that is required by the Customer, and state the ABN and ACN (if applicable) of the Customer.
1.8. Delivery Costs means the end to end costs incurred or expected to be incurred by Sero Global to deliver the Products from Sero Global to the Customer.
1.9. GST has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
1.10. Guarantor means:
a. where the Customer is a company or is a trading trust with a corporate trustee, each of the directors of the company, as at the date that the Acknowledgement Link is activated;
and
b. where the Customer is a trust with a natural person or persons as the trustee, that natural person or persons.
1.11. Invoice means an invoice issued by Sero Global to the Customer.
1.12. Loss means any claim, action, damage, loss, liability, cost, charge or expense.
1.13. Products means any and all products supplied by Sero Global to the Customer.
1.14. Product Specifications means any physical, technical, material or other characteristics or specifications of the Products which are required by the Customer.
1.15. Purchase Order means a purchase order for the Products contained in the Quote, which shall include the Product Specifications, at the Purchase Price.
1.16. Purchase Price means the cost of the Products as set out in the Quote, including the Delivery Costs.
1.17. Quote means a quote issued by Sero Global which sets out the cost for the provision of the Products to the Customer in accordance with
a Customer Enquiry and the Product Specifications contained therein, including Delivery Costs and the Supply Timeframe.
1.18. Sales Confirmation means the confirmation of the sale of Products to the Customer, which sets out the Product Specifications, the Purchase Price and the Supply Timeframe, in accordance with the Quote.
1.19. Supply Timeframe means the estimated timeframe in which the Products are to be supplied by Sero Global to the Customer.
1.20. Terms means these terms and conditions.
1.21. Variation means any requested variation or deviation from the Product Specifications which were set out in the Sales Confirmation, as contemplated under clause 6.
1.22. Website means https://www.Sero Global-group.com.au/ and any other website which Sero Global may operate for its business from time to time.
2. ORDERS
2.1 Subject to clause 2.2, upon the receipt of a compliant Customer Enquiry, Sero Global will use its best endeavours to issue the Customer with a Quote within 5 Business Days.
2.2 If the Customer Enquiry does not set out the Product Specifications, Supply Timeframe or the details required to identify the Customer, then Sero Global will use its best endeavours to respond to the Customer within 5 Business Days, setting out to the Customer what further information is required in the Customer Enquiry.
2.3 In order for the Customer to accept the Quote, they must issue a Purchase Order to Sero Global, within 30 days of the date of the Quote.
2.4 If the Customer issues a Purchase Order more than 30 days after the date of the Quote, Sero Global reserves the right to reject the Purchase Order and issue a new Quote for the Customer Enquiry.
2.5 If the Purchase Order contains Products or Product Specifications which were not included in the Quote, then Sero Global reserves the right to reject the Purchase Order and issue a new Quote.
2.6 Subject to clause 2.5, within 5 Business Days of receipt of the Purchase Order, Sero Global will issue the Customer with a Sales Confirmation, and the Contract will not be binding on Sero Global until the Customer has acknowledged acceptance of the Sales Confirmation and these Terms by activating the Acknowledgement Link.
2.7 If the Customer does not activate the Acknowledgement Link within 10 Business Days of the date of the Sales Confirmation, then Sero Global reserves the right to cancel the Sales Confirmation, at its sole discretion.
3. CREDIT ARRANGEMENTS, DEPOSITS AND PROGRESS PAYMENTS
3.1 At its sole discretion, Sero Global may agree in writing to the Customer being subject to a commercial credit arrangement, under which:
a. the Customer may make one or more orders for any Products, provided that the aggregate value of the unpaid orders does not exceed the Credit Limit at any given time;
b. the Customer must provide Sero Global all and any information Sero Global may require, from time to time, for the purposes of the commercial credit arrangement;
c. Sero Global reserves its right to:
i. refuse to supply any Products if the Credit Limit has been exceeded; and
ii. refuse to continue to offer the commercial credit arrangement if Sero Global believes any of the events set out in clause 10.1 may occur, or has occurred, or otherwise believes Sero Global may be at risk if it continues to supply Products on the basis of a commercial credit arrangement; and
d. the Customer acknowledges and agrees that it must immediately notify Sero Global in writing of any change in its financial position, including any change in Control (as that term is defined in the Corporations Act 2001 (Cth)), which
may impact Sero Global’ decision to offer a commercial credit arrangement.
3.2 If the Customer:
i. has completed two or less transactions for the purchase of Products from Sero Global prior to the current transaction; or ii. has a Credit Limit which is lower than the Purchase Price,
then, prior to Sero Global commencing any work in accordance with the Contract, the Customer must provide a deposit equal to 20% of the Purchase Price to Sero Global, within 5 Business Days of accepting the Acknowledgement Link.
3.3 If the Customer does not provide the deposit contemplated in clause 3.2, then Sero Global reserves the right to terminate this Contract, at its sole discretion, without being liable for any Loss suffered by the Customer.
3.4 Where the sum total of all outstanding orders for a Customer is equal to or greater than $200,000.00 (inclusive of GST), Sero Global reserves the right, in its sole discretion, to issue Invoices on completion of certain stages of the supply of the Products or otherwise as progress payments, prior to delivery of all of the Products..
4. PAYMENT
4.1 All Invoices must be paid in full and without deduction within 30 days of the date of the Invoice, or as otherwise stated on the Invoice.
4.2 Unless expressly included, the Purchase Price excludes all GST which may be payable. If GST is applicable, then the Customer shall be liable to pay all GST payable in respect of a taxable supply in addition to the Purchase Price.
4.3 The Customer shall pay interest at the rate of 8% per annum on all outstanding monies owing to Sero Global calculated on a daily basis from the due date for payment until the actual date of payment, compounding monthly.
4.4 If the Customer defaults in payment of an amount due under the Contract, the Customer shall indemnify Sero Global from and against all costs and disbursements incurred by Sero Global in pursuing the debt including all legal costs on a full indemnity basis.
5. INSPECTIONS AND SITE ACCESS
5.1 Subject to clause 5.2, if the Customer wishes to inspect the Products prior to their delivery, then the Customer must provide Sero Global written notice of their intention no less than 48 hours prior to the requested inspection time.
5.2 Unless agreed otherwise in writing by Sero Global, the Customer can only inspect the Products on a Business Day during the hours of 9am and 5pm.
5.3 Sero Global may, acting reasonably, refuse to provide the Customer with access to inspect the Products.
5.4 If Sero Global requires access to the Customer’s site in order to fulfil the Contract, then the Customer must use its best endeavors to facilitate Sero Global’ access within 10 Business Days of a written request from Sero Global.
6. VARIATIONS AND CANCELLATIONS
6.1 Any Variation requested by the Customer will be
at an additional cost to the Customer.
6.2 Upon the receipt of a Variation, Sero Global will use its best endeavours
to issue the Customer with a Quote within 5 Business Days for
that Variation.
6.3 If the Customer does not expressly reject the Quote
contemplated in clause 6.2 above in writing within 5 Business
Days of the date of the Quote, then the Customer will be deemed
to have accepted its terms.
6.4 If the Customer rejects the Quote in clause 6.2, then Sero Global is not
required to comply with the Variation.
6.5 If the Customer terminates the Contract, then the Customer must
pay Sero Global’ costs and any Loss suffered in complying with the
Contract up until the date Sero Global receives written notice of the
cancellation, on a full indemnity basis.
6.6 Within 30 days of receipt of the written notice in clause 6.5, Sero Global
shall issue the Customer with an invoice for the costs incurred
under clause 6.5.
6.7 The rights and obligations of the parties under these Terms shall
survive the cancellation under clause 6.5.
7. DELIVERY AND COLLECTION
7.1 Subject to clauses 7.2 and 7.3, Sero Global will supply the Products to
Customer at the address stated in the Purchase Order, for the
sum of the Delivery Cost, within the Supply Timeframe.
7.2 If the Customer gives Sero Global written notice that the Customer will
collect the Products at the Customer’s sole cost, then:
a.. the Customer will not be liable to pay the Delivery Cost, unless Sero Global has already incurred costs towards the delivery of the Products; and
b. Sero Global will not be liable for the Products from and including the date that they provide the Customer with written notice
that the Products are ready for collection.
7.3 Where a Customer does not have a commercial credit
arrangement under clause 3, or it has exceeded its Credit Limit,
then Sero Global reserves the right to refuse to supply the Products to
the Customer until it has received payment of the Purchase Price
in full.
7.4 Sero Global shall not be liable for any Loss suffered by the Customer as
a result of any act or omission of any freight carrier used to
deliver the Products to the Customer.
8. RISK AND TITLE
8.1 The Customer acknowledges and agrees that all risk in the
Products passes to the Customer upon the Products being
supplied to the Customer or the issue of a notice under clause
7.2.b., whichever occurs first.
8.2 Until payment of the Purchase Price is made in full and without
deduction to Sero Global:
a. the Customer acknowledges and agrees that Sero Global retains full title to the Products; and
b. the Customer shall not lease, hire, lend, encumber or part with possession of the Products without the express written consent of Sero Global, in its absolute discretion.
9 REFUNDS AND REPAIRS
9.1 Subject to the Competition and Consumer Act 2010 (Cth), Sero Global in
its sole discretion reserves the right to refuse to refund the
Purchase Price of any Products.
9.2 If any Products do not meet the Product Specifications of the
Sales Confirmation upon their delivery to, or collection by, the
Customer, then the Customer must issue Sero Global with written notice of the Products’ faults within 5 Business Days of receiving the Product.
9.3 Upon receipt of the notice in clause 9.2, Sero Global will, at its cost,
undertake the required repairs to the Products within a
reasonable timeframe.
9.4 A Customer must not undertake repairs to the Products under
clause 9.2, unless within 20 Business Days of Sero Global receiving
notice under clause 9.2, Sero Global has not provided written
confirmation that they will undertake the repairs.
9.5 Sero Global will pay the reasonable costs incurred by the Customer
under clause 9.4, within 20 Business Days of receipt of an
itemised invoice and any other information reasonably requested
by Sero Global.
10 TERMINATION
10.1 Sero Global reserves the right to terminate the Contract on the
occurrence of any of the following events:
a. the Customer breaching a term of the Contract and
remaining non-compliant for a period of 7 days or more
after receipt of a written notice of breach from Sero Global;
b. the Customer becomes insolvent, convenes a meeting with
its creditors or proposes or enters into an arrangement with
creditors, or makes an assignment for the benefit of its
creditors, or becomes a bankrupt; or
c. a receiver, manager, liquidator (provisional or otherwise) or
similar person is appointed in respect of the Customer or
any asset of the Customer.
10.2 Sero Global will not be liable to the Customer for any Loss suffered as a
result of Sero Global exercising its rights under this clause.
11. LIMITATION OF LIABILITY
11.1 Sero Global will not be liable for any Loss suffered:
a. by the Customer:
i. for Products which are supplied in accordance with the Product Specifications contained in the Sales
Confirmation but do not meet the Customer’s
requirements or needs;
ii. for payments made into an incorrect bank account,
where the Customer uses the incorrect details for payment. The Customer acknowledges and agrees it is solely responsible to satisfy itself that it is paying to the correct bank account details, including (but not limited to) telephoning Sero Global to confirm correct bank account details; or
b. as a result of the delivery of the Products outside of the
Supply Timeframe, where the delay is not directly caused
by Sero Global.
11.2 The Customer acknowledges and agrees Sero Global’ liability under the
Contract is limited to the Purchase Price.
12. PPSA
12.1 For the purposes of this clause 12, “PPSA” means the Personal
Property Securities Act 2009 (Cth) and any subsidiary legislation
to it, as amended from time to time.
12.2 All capitalised terms in this clause 12 have the same meaning as
in the PPSA, unless otherwise defined in these Terms.
12.3 Sero Global may effect and maintain registration of a Security Interest in
the Products.
12.4 The Customer must do all things necessary, such as obtaining
consents and signing documents which Sero Global requires, for the
purpose of:
a. creating and registering Sero Global’ Security Interest including
(but not limited to) providing details of any item of collateral sufficient to complete registration of the security interest in accordance with the PPSA;
b. ensuring that Sero Global’ Security Interest is and remains enforceable, Perfected and otherwise effective under the
PPSA;
c. enabling Sero Global to gain first priority (or any other priority agreed to by Sero Global in writing for its Security Interest); and
d. enabling Sero Global to exercise its rights in connection with the Security Interest or the PPSA.
12.5 Sero Global’s rights under this Contract are in addition to and not in
substitution for Sero Global’ rights under any other law (including the
PPSA) and Sero Global may choose whether to exercise rights under
this Contract, and/or under such other law, in its discretion.
12.6 To the extent that Chapter 4 of the PPSA applies to any Security
Interest under this Contract, the following provisions of the PPSA
are contracted out of in accordance with section 115 of the PPSA
and shall not apply: sections 95, 96, 121(4), 125, 129(2), 129(3),
130, 132(3)(d), 132(4), 135, 142 and 143.
12.7 In addition to any rights conferred upon Sero Global under the PPSA,
the Customer acknowledges and agrees that Sero Global shall, if the
Customer is in default of this Contract, have the right to seize,
purchase, take possession or apparent possession, retain, deal
with or dispose of any goods (including the Products), not only
under those provisions under the PPSA but also, as additional
and independent rights under this Contract. The Customer
agrees that Sero Global may exercise any of its rights under this clause
12.7 in any way it deems fit including (in respect of dealing and
disposal) by private or public sale, lease or license.
12.8 Pursuant to section 157(3) of the PPSA, the Customer waives its
rights to receive a verification statement in relation to registration
events under section 157(1) of the PPSA.
12.9 The Customer must not dispose or purpose to dispose of, or
create or purpose to create or permit to be created any Security
Interest in the Products without the express written consent of
Sero Global.
12.10 The Customer acknowledges that Sero Global may recover from the
Customer the cost of doing anything under this clause 12 on a
full indemnity basis, including any registration fees.
13. GUARANTEE
13.1 In consideration of Sero Global supplying the Products, the Guarantor
(or where there is more than one Guarantor, each of the
Guarantors jointly and severally):
a. unconditionally and irrevocably guarantees and continues to guarantee to Sero Global that the Customer will:
i. pay the Purchase Price and all other amounts to be
paid under this Contract in accordance with the Terms; and
ii. comply with all the other Terms on its part to be
complied with; and
b. as separate undertakings:
i. agree to indemnify and keep indemnified Sero Global against
any Loss, including all legal costs and expenses, suffered or incurred by Sero Global arising from or in connection with any breach of this Contract; and
ii. agree to pay to Sero Global on demand an amount equal to
any Loss referred to in clause 13.1.b.i.
13.2 The guarantee and indemnity specified in clause 13.1 continues
in force until the Customer complies with all of its obligations
under this Contract.
13.3 The Guarantor agrees to pay to Sero Global on demand Sero Global’ costs and
expenses, including legal costs, relating to any action taken
under this guarantee and indemnity.
14. CHARGE
Despite anything to the contrary contained herein or any other rights which Sero Global may have, each of the Guarantors charge their interest in any property in the name of the Guarantor with the duepayment of any monies and interest owing to Sero Global by the Customer, and in the case of real property consents to Sero Global registering an absolute caveat against the interest in any such property or properties to further secure the repayment of those monies and interest payable to Sero Global pursuant to this Contract.
15. INTELLECTUAL PROPERTY
15.1 The Customer acknowledges and agrees that it does not acquire
any rights, including registered and unregistered intellectual
property rights, in any of the Products.
15.2 The Customer must not:
a. register or apply to register any rights in respect of the intellectual property related to the Products; or
b. seek to reproduce the Products in any way.
15.3 This clause 15 shall survive the expiry or termination of this
Contract.
16. PRIVACY POLICY
16.1 This clause 16 is a privacy policy for the purposes of the Australian
Privacy Principles contained in Schedule 1 of the Privacy Act 1988
(Cth) (Act). A full version of the Australian Privacy Principles can
be found at the Office of the Australian Information Commissioner
website – http://www.oaic.gov.au/.
16.2 With respect to the collection and use of information:
a. Sero Global only collects personal information that is necessary or
directly related to its business functions or activities with its
Customers;
b. examples of the personal information which Sero Global collects may include, where applicable, the Customer’s:
i. name;
ii. contact details (including mail, electronic mail and telephone details);
iii. date of birth;
iv. Australian Company Number and Australian Business number;
v. credit rating;
vi. payment information, including credit card or bank details; and
vii. any other information pertaining to Sero Global’ business;
c. if Sero Global receives personal information from the Customer that it did not ask for, and that personal information is sensitive information or is not reasonably necessary for Sero Global’ functions
or activities, Sero Global will destroy or de-identify the information;
d. it is unlikely that Sero Global will use the services of an overseas data centre, however if Sero Global does store a Customer’s information in an overseas data centre, Sero Global will inform its Customers prior to any storage of data overseas;
e. Sero Global may disclose a Customer’s information to third parties outside of Sero Global with express permission from the relevant
Customer, or if Sero Global is required to do so by law;
f. Sero Global may disclose Customers’ information to third parties who work directly with Sero Global to provide the Products, which for the avoidance of doubt, includes both suppliers and
employees of Sero Global;
g. Sero Global will only use a Customer’s personal information for the purposes of:
i. providing the Products to the Customer;
ii. invoicing and collection of monies;
iii. providing customer service and to obtain feedback;
iii. improving the services offered by Sero Global
v. marketing the Products;
v. notifying credit rating agents of a default by the Customer;
vi. to obtain credit reports in respect of the Customer; and
vii. meeting legal requirements, including complying with court orders and valid subpoenas;
h. Sero Global will store all emails, invoices, statements and correspondence, and endeavour to keep records of all verbal and written communications with Customers in order to have a history of all interactions between Sero Global and each customer to provide services in an accurate and efficient
manner; and
i. in the event the Customer wishes to amend the personal
information held by Sero Global, the Customer may contact Sero Global and advise of the requested amendment. Sero Global will amend the information it holds within 10 business days.
16.3 The Customer acknowledges that:
a. the use of cookies and tracking technology on the Website
and the Acknowledgement Link:
i. may record information such as domain and host names, Internet protocol addresses, browser software and operating system types, click-stream
patterns, and dates and times that they are accessed; and
ii. allows Sero Global to improve its Website and the customer’s browsing experiences;
b. Sero Global may evaluate information that does not contain personal information for trend analysis;
c. it may be able to access other sites by clicking on links that Sero Global has provided on any part of its Website. Sero Global shall not be responsible for the privacy practices or the content of any of those linked websites;
d. every effort will be made by Sero Global to ensure the security of
Customer’s personal information to protect it from misuse, interference, loss or unauthorised access, and to ensure that Customers’ personal information is complete and accurate. If a customer’s data changes, then the customer
is responsible for notifying Sero Global of those changes so that customers’ information is up-to-date and accurate;
e. when personal information is no longer needed, Sero Global will take reasonable steps to ensure that the relevant customer’s personal information is destroyed, de-identified, or both; and
f. unless an exemption under the Act applies, Sero Global will, at a Customer’s written request, provide that Customer with a copy of any personal information Sero Global holds regarding that Customer. Sero Global will advise the Customer of any costs which may apply for this and obtain the Customer’s
agreement to those costs before providing any information.
16.4 Any changes to this privacy policy will be posted to Sero Global’ Website,
and will become effective as of the date Sero Global posts those
changes to its Website.
16.5 In order to access, correct or update its personal information, or
to raise a question or concern or complaint regarding Sero Global’
collection and use of personal information, the Customer may
email Sero Global at admin@Sero Global-group.com.au.
16.6 For the purposes of any complaints regarding Sero Global’ collection or
use of a Customer’s personal information (Privacy Complaint),
the following applies:
a. a Privacy Complaint must be made in writing, and sent in
accordance with clause 16.5 above;
b. a Privacy Complaint should set out the type of personal
information that is the subject of the Privacy Complaint, and
details of the alleged improper collection or use;
c. within 5 Business Days of receiving a Privacy Complaint,
Sero Global shall respond to the Customer acknowledging receipt
of the Privacy Complaint, and advise of the contact details
of the person responsible for reviewing the Privacy
Complaint and an estimated substantive response time,
which shall be no more than 20 business days of receipt of
the Privacy Complaint;
d. The substantive response shall include information
regarding how the Customer may make a complaint to the
Australian Information Commissioner, should the Customer
not be satisfied with Sero Global’ substantive response;
e. more information on complaints may be found at the
website for the Office of the Australian Information
Commissioner website – http://www.oaic.gov.au/.
16.8 If Sero Global identifies reasonable grounds to believe that unauthorised access or disclosure of any Customers’ personal information has occurred, or that Customers’ personal information has been lost and is at risk of being subject to unauthorised access or disclosure, then Sero Global will notify the relevant Customers in writing
and provide a copy of its written statement to the Australian
Information Commissioner. The following information shall be
included in the written statement:
a. a description of the possible data breach that may have
occurred;
b. what kind of personal information has potentially been
affected;
c. recommended steps the Customers should take in order to protect themselves; and
d. if applicable, the details of the source of the data breach if Sero Global has reasonable grounds to believe the data breach
was constituted by a third party.
17. GENERAL
17.1 If any provision of this Contract shall be invalid, void, illegal or
unenforceable the validity, existence, legality and enforceability
of the remaining provisions shall not be affected, prejudiced or
impaired.
17.2 A party to this Contract includes the party’s executors,
administrators, successors and permitted transferees and
assigns.
17.3 This Contract shall be governed by the laws of Western Australia
and Sero Global and the Customer agree to submit to the exclusive
jurisdiction of the courts of Western Australia.
17.4 The Customer agrees that Sero Global in its sole discretion may review
these Terms at any time. If, following any such review, there is to
be any change to these Terms, then that change will take effect
14 days from the date on which Sero Global notifies the Customer of
such change. Should the Customer not wish to accept any
changes made by Sero Global to these Terms, then they can terminate
this Contract by notice in writing, upon which all of the purchase
rice and interest (as contemplated in clause 4.3) become immediately payable to Sero Global without deduction or set-off.
17.5 The failure by Sero Global to enforce any provision of these Terms shall
not be treated as a waiver of that provision, nor shall it affect
Sero Global’ right to subsequently enforce that provision.
17.6 This Contract is the entire agreement between the parties in
respect of its subject matter and supersedes all prior and
contemporaneous understandings and agreements relating to its
subject matter.
17.7 Subject to clause 2.7, this Contract is binding on the Parties
immediately upon the Customer’s activation of the
Acknowledgement Link.
