Terms & Conditions

In these Terms and Conditions:

(a) "Customer" means the customer described as such in the Account Application;
(b) "Goods" means those items specified in the Customer’s order accepted by the Supplier;
(c) “PPSA” means the Personal Property Securities Act 2009 (Cth) and all regulations and other subordinate legislation pursuant to it;
(d) “Security Interest” means a security interest under the PPSA;
(e) "Supplier" means Shero International Trading Pty Ltd ABN 78 678 291 346; and
(f) "Terms" means these terms and conditions.

These Terms apply to all transactions between the Customer and the Supplier and prevail over any other terms and conditions.

Credit Facilities

The Customer is not entitled to any credit facilities until it receives notice in writing from the Supplier stating that credit facilities have been granted. This requirement is not waived because the Supplier provides Goods to the Customer before credit facilities have been granted.

If the Supplier agrees to supply Goods to the Customer on credit, the following terms apply:
(a) Payment must be made within the terms offered to the customer;
(b) Time is of the essence in respect of the Customer’s obligation to make payment;
(c) If the Customer defaults in making payment to the Supplier in accordance with these Terms, becomes insolvent or unable to pay the Customer’s debts as they fall due, or any proceedings are commenced by or against or action taken in respect of the Customer alleging bankruptcy or insolvency or involving the appointment or proposed appointment of a trustee, liquidator, provisional liquidator, receiver, receiver and manager or administrator, the whole or any part of the monies outstanding to the Supplier by the Customer shall become immediately due and payable and the Supplier may in its absolute discretion (without limiting any other legal rights):
(i) Charge the Customer interest calculated on the portion of the Customer’s account overdue at the rate of 14.5% per annum from the date on which the default arose;
(ii) Require the Customer to reimburse the Supplier for all costs and expenses as the result of the Customer’s default;
(iii) Advise credit reporting agencies of the Customer's default;
(iv) Withhold deliveries of Goods already ordered; and
(v) Retake possession of Goods to which title has not passed to the Customer;
(d) The Supplier will be entitled without notice to terminate any credit arrangement with the Customer; and
(e) The Supplier may at any time set-off amounts owed by the Customer to the Supplier from any amounts owed to the Customer by the Supplier.

Pricing and Orders

The Supplier’s price list, and any quotation given by the Supplier, is not an offer to sell but is an invitation to treat only and the Supplier reserves the right to:
(a) Accept or reject in its absolute discretion any orders which may be received by it;
(b) Vary or withdraw a quotation at any time; or
(c) Without notice, alter the prices shown in the price list or on a quote for any reason.

Delivery and Risk

Unless otherwise specified in writing, delivery is ex warehouses where goods are collected by the Customer, or to the Customer’s nominated place for delivery ("Delivery").  If a delivery date is specified, that date is an estimate only and the Supplier is not liable for any delay in Delivery. If the Supplier is unable to supply the Customer’s total order, these Terms continue to apply to those Goods supplied. The Supplier is not liable for a failure to perform any of its obligations if it is prevented from complying with them by an event or impediment outside its control.

The Customer must inspect the Goods immediately upon Delivery, and must within 24 hours after Delivery give written notice to the Supplier, with particulars including the invoice number and delivery date, of any claim of shortages, damages, or breakages of the Goods. If the Customer fails to give that notice, to the extent permitted by statute, the Goods are deemed to have been accepted by the Customer and the Customer must pay for the Goods in accordance with the provisions of these Terms.

Subject to clause 9, any complaints about the quality of Goods must be received by the Supplier within seven days of Delivery. Such complaints must be in writing and with particulars including the invoice number and delivery date. After this time, to the extent permitted by statute, the Customer shall be deemed to have accepted the Goods and the Customer must pay for the Goods in accordance with the provisions of these Terms.

The Supplier will consider any advice provided under clauses 9 or 10 and will provide the Customer with a response in writing. If a claim is accepted by the Supplier, the Supplier shall give its written approval for the return of the Goods. The Customer must not return any Goods unless the Supplier has first given its written approval to their return. The Goods’ return must then be with freight and cartage prepaid by the Customer.

Where the Supplier provides written approval for the return of Goods, the Supplier will first endeavour to replace the Goods, otherwise the Supplier will issue a credit note on its return. Replacement Goods or a credit note will only be approved following inspection by the Supplier and providing the Terms have been met.

If the Supplier has given its written approval to the return of Goods which are not damaged:
(a) The Supplier will only give credit for the Goods returned if they are in a saleable condition; and
(b) The Supplier may in its absolute discretion where allowed by law, charge a restocking fee equivalent to 20% of the price of the Goods returned.

Goods provided by the Supplier to the Customer are at the Customer’s risk immediately on Delivery to the Customer or into the Customer’s custody (whichever is the sooner).

Title

Until the Supplier has been paid in full for all Goods supplied by it to the Customer under any contract whatsoever between the Customer and the Supplier:
(a) The property in the Goods shall remain in the Supplier;
(b) The Customer must store the Goods in such manner as to show clearly that they are the property of the Supplier; and
(c) The Customer may sell the Goods, in the ordinary course of its business, as agent and in a fiduciary capacity for the Supplier and must account to the Supplier for the proceeds.

Liability

Except to the extent that any law (including Schedule 2 of the Competition and Consumer Act 2010 (Cth)) does not permit liability to be excluded, all conditions and warranties implied by law in respect of the state, quality, suitability, merchantability, design, workmanship, condition or fitness of the Goods for any purpose, which may be binding on the Supplier are excluded. The Supplier may not rely on this clause 16 to the extent that it is not fair or reasonable pursuant to section 23 and 24 of Schedule 2 of the Competition and Consumer Act 2010 (Cth) or any similar applicable State legislation.

The Customer acknowledges that the Customer does not rely and it is unreasonable for the Customer to rely on the skill or judgment of the Supplier as to whether the Goods supplied are reasonably fit for any purpose for which they are being acquired, and that the sale is not a sale of goods by description or sample.

The Supplier has no liability (including, without limitation, liability arising out of the Supplier’s negligence) to any person for:
(a) Any physical or financial injury, loss or damage consequential or otherwise suffered or incurred by that person in relation to the Goods, their supply, or in relation to any advice, recommendation(s), information, or services supplied by the Supplier, its employees, contractors or agents regarding the Goods, their use; and
(b) In particular without limiting clause 18(a) any loss or damage consequential or otherwise suffered or incurred by that person caused by or resulting directly or indirectly from any failure, defect, or deficiency of any kind of or in the Goods and/or advice, recommendation(s), information or services.

The Customer indemnifies the Supplier against all damages, losses, claims, costs, and expenses (including legal costs on a full indemnity basis) suffered or incurred by the Supplier arising directly or indirectly as a result of or in connection with the Goods, or their use, or storage, unless caused by the negligence of the Supplier, its employees, contractors, or agents.

Change of Address and Data

The Customer must immediately notify the Supplier in writing if there is a change in its address, or to any of the data relevant to a financing statement under the PPSA in respect of the supply of Goods and/or credit.

Security Interest

The Supplier may register any Security Interest which it considers arises or will arise out of these Terms or any supply of Goods pursuant to these Terms (even before that Security Interest starts).

The Customer:
(a) Agrees to promptly do anything (such as obtaining consents, signing documents, getting documents completed and signed and supplying information, and including entering into a subordination or priority agreement with any other secured party) which the Supplier asks, to:
(i) Ensure that the Security Interest created under the Terms is perfected, first ranking, and otherwise effective with priority over any registered or unregistered general (or other) security and any unsecured creditor;
(ii) Enable the Supplier to apply for any registration, or give any notification, in connection with the Security Interest, so that the Security Interest has the priority required by the Supplier; and
(iii) Assist the Supplier to exercise rights in connection with the Security Interest; and
(b) Irrevocably appoints the Supplier and each officer and lawyer of the Supplier severally as its attorney to do all things and sign all documents required by the Supplier to fully exercise the Supplier's rights under clause 20 to 28 (and the Customer must pay the Supplier on demand any costs incurred by the Supplier in doing so).

The Supplier's Security Interest in the Goods arising under the Terms extends to any proceeds (as defined in the PPSA) of the Goods.