Tosca Industries Purchase Terms & Conditions

PURCHASE ORDER - STANDARD TERMS & CONDITIONS

INTRODUCTION

These Standard Terms and Conditions form part of the Purchase Order and set out the standard terms and conditions between you and Tosca Industries in respect to the sale and distribution of Products ordered by you through the Tosca Industries Online Store.

GENERAL TERMS & CONDITIONS OF SUPPLY

1 PURCHASE ORDERS

1.1 Placement of Orders

(a) These terms are incorporated and form part of each Purchase Order placed with us by you through the Tosca Industries Online Store.

(b) You must order Products in accordance with the procedures set out on the Tosca Industries website.

1.2 Acceptance of Purchase Orders

(a) Each Purchase Order by you constitutes an offer to acquire the Products listed in the Purchase Order.  Acceptance of the offer and thus a binding contract for the supply of such Products only arises when we accept a valid Purchase Order.

(b) We will notify you as soon as reasonably practical via email of our acceptance of your Purchase Order.

2 RELATIONSHIP OF PARTIES

(a) You hereby acknowledge and understand that some of the Products supplied by us to you through the Tosca Industries online store may be supplied by us as agent for and on behalf of a supplier ("Principal Supplier").

(b) Where we act as agent for a Principal Supplier, we will be accepting your Purchase Order for and on behalf of the Principal Supplier, and this document will be a legally binding document between you and that Principal Supplier.

(c) You agree to release and hold us harmless for any liabilities, losses or damages whatsoever arising out of or in respect to the supply of Products to you by us for and on behalf of a Principal Supplier.

3. PRODUCTS & PRICES

3.1 Products

We will only supply you, and you must only order those Products listed in the Product List.

3.2 Prices

All Products supplied by us to you will be charged at the prices listed in the Price List.

3.3 Supply of Products

We will supply and deliver to you the Products set out in your Purchase Order.

3.4 Price Valuations

We reserve the right from time to time to vary the price for each Product set out in the Price List.  We will post on the Tosca Industries website any price variations however it is your responsibility to ensure that you are aware of any price variations to the Price List.

4 INVOICES & PAYMENTS

4.1 Invoices

Once you submit a Purchase Order and we in turn accept that order, we will electronically generate for you a payment invoice slip in respect of that order.

4.2 Payment

You must pay for the Products purchased pursuant to a Purchase Order in accordance with our payment terms/options set out on the Tosca Industries website.

4.3 GST

(a) Our Delivery Fee is inclusive of GST.

(b) Most of the Products listed in the Product List are inclusive of GST.  However, where any Product is not inclusive of GST, we specify this in the Product List.

(c) The recovery of any amount in respect of GST by us from you is subject to us issuing to you a tax invoice enabling you to claim any applicable input tax in respect of the Products.  The GST shall be calculated and added as a separate figure on every invoice.

(d) Any GST levied or imposed on or in respect to any supply of the Products or any associated services made under or in connection with this Agreement for which the consideration is a monetary payment, then the consideration provided for that supply is increased by the amount of (AxB), where A is the percentage rate at which that GST is levied or imposed and B is the monetary consideration.

(e) If the price for the Products under this Agreement is to be increased by reference to movements in any index, such as the Consumer Price Index, any increase in the index attributable to the introduction of a GST is to be excluded from the index for the purpose of calculating the increased price.

5. DELIVERY, PACKAGING & TRANSPORTATION

5.1 Delivery

Once you have lodged a Purchase Order, and we have accepted that order, and you have satisfied our payment terms (if applicable), we will deliver the Products listed in your Purchase Order to you in accordance with our delivery procedures set out on the Tosca Industries website.

5.2 Packaging Requirements

All Products supplied by us to you will:

(a) be properly packed in a manner reasonably suitable for safe transportation to the address specified in the Purchase Order;

(b) comply with all applicable Australian and International laws, rules and regulations and/or any reasonable instructions contained in a Purchase Order, relating to transporting, packaging, labelling and/or marking, storing and handling the Products.

6 INSPECTION & ACCEPTANCE OF SUPPLIES

6.1 Acceptance of Delivery

Upon delivery of the Products to your address, you may inspect the Products to make sure that the Products are in accordance with your Purchase Order.

6.2 Risk & Title Passes on Acceptance of Delivery

The risk of loss or damage in respect of any delivery of Products, and the title to Products passes to you upon delivery of the Products by us to your nominated delivery address (in accordance with your instructions as agreed with us).

7 PRODUCT STANDARDS

We agree that all Products supplied under this Agreement:

(i) are of merchantable quality and

(ii) are free from any lien or encumbrance, and We have good marketable title to them.

(iii) We have the necessary approvals, licences, authorities and permits (however described) from any competent authority to supply the Products to you and are lawfully entitled to supply the Products;

8 LIMITATION OF LIABILITY

We will not be responsible to you for any loss, damage or claim in relation to you or any other party arising out of or in connection with this Agreement (including any loss of profit or consequential loss or damage).  You acknowledge that our total liability to you in connection with this Agreement is limited to providing you with a replacement of the Products purchased by you from us (or any part thereof) or a refund of those Products purchased by you from us in accordance with your Purchase Order.

9 DISPUTE RESOLUTION

(a) Any Party who claims that a dispute has arisen with respect to this Agreement or its subject matter must give written notice of the dispute to the other Party, outlining the grounds of dispute.

(b) Each Party's representatives must attempt to resolve the dispute through discussions/negotiations within five (5) business days of receipt of the notice.

(c) If after the expiry of any time established by or agreed under clause 9(b) for reaching agreement, the dispute is to be resolved by expert determination if both parties agree.  To this end, the dispute must be determined by a person who both parties agree upon and who the parties deem is an expert and if the parties cannot agree on the appropriate person to be the expert, then a person appointed by the Queensland Law Society.  When making his or her determination, the appointed person will act as an expert and not as an arbitrator and his or her determination will be final and binding on the parties.  The costs of determination must be paid equally by the parties unless otherwise decided by the appointed person.

10 ADMINISTRATIVE PROCESS

10.1 Notices

All notices, notifications, consents, demands, elections, agreements and other documents and communications required or permitted to be given under this Agreement shall:

(a) be in writing;

(b) be addressed to the Party to whom it is to be given at the registered office of the Party or as such other address as the Party may have substituted by notice to the other Parties; or

(c) be delivered personally, by ordinary mail postage prepaid, by facsimile or by email.

10.2 General Provisions

(a) These general terms do not in any way imply a principal and agent, partnership joint venture, franchise or any similar relationship between you and us.  Neither Party may act, or represent itself as acting on behalf of the other Party.

(b) The Purchase Order and these terms and conditions, the Tosca Industries Website terms and conditions, Privacy policy (and any rules, policies or procedures on the Tosca Industries website) is the entire agreement between the parties and supersede all prior representations, understandings and agreements.

(c) You cannot assign your rights or obligations under this Agreement without our written consent.

(d) This Agreement shall be governed by the laws of the State of Queensland.

(e) This Agreement may only be varied by the parties in writing.

10.3 Special Meaning of Words

In this Agreement, the following words have special meaning:

"Agreement" means this Agreement (as amended from time to time) and every Purchase Order issued;

"Customer" means, whereever the context requires, you and other customers of ours;

"Force Majeure" means an event or circumstance beyond the reasonable control of the Parties which could not be taken into account on the formation of this Agreement, whose consequences could not be avoided in this Agreement and which makes performance of this Agreement impossible, not just more onerous or uneconomic and includes (without limitation): fire, storms, flood, lightning, drought, earthquake, explosion, epidemic, quarantine restriction, industrial action, strikes, lock-outs, bans, industrial disputes, labour shortages, transport embargos, accidents, acts of God, acts of the public enemy, war or hostilities, riot, terrorism and sabotage.  Force Majeure does not include financial distress;

"Price List" means the prices for each Product displayed in the Tosca Industries Catalogue from time to time;

"Products" means the Products listed in the Product List;

"Product List" means the Products listed in the Tosca Industries Catalogue;