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Trading Terms and Conditions for Sale of Goods
These Trading Terms and Conditions (Terms) apply (unless otherwise agreed in writing) to the supply of Goods by MaxxPak to a Customer. Any supply of Goods by MaxxPak to the Customer made after the date of acceptance of these Terms is a supply pursuant to the supply agreement constituted by these Terms and the relevant order accepted by MaxxPak (Agreement). Any such supply does not give rise to a new or separate agreement.
1. INTERPRETATION
In these Terms, unless the contrary intention appears:
- MaxxPak means SupplyX Pty Ltd (ACN 683 998 398) trading as MaxxPak.
- Additional Charges means all handling charges (currently $25 for orders below $250), delivery and storage charges, goods and services tax, stamp duty, interest, legal and other costs of recovery of unpaid money, and all other government imposts and money (other than the Purchase Price) payable by the Customer to MaxxPak arising out of the sale of the Goods, exclusive of GST.
- Customer means the person to or for whom the Goods are supplied by MaxxPak.
- Goods means the goods sold to the Customer by MaxxPak and includes any services provided by MaxxPak to the Customer.
- PPSA means the Personal Property Securities Act 2009 (Cth).
- Purchase Price means the list price for the Goods in Australian dollars as charged by MaxxPak at the date of delivery or such other price as agreed by MaxxPak and the Customer prior to delivery, exclusive of GST.
- Terms means these terms and conditions of trade, as amended from time to time by MaxxPak.
2. ORDER FOR GOODS
- An order given to MaxxPak is binding on MaxxPak and the Customer if:
- a written acceptance is signed for or on behalf of MaxxPak; or
- the Goods are supplied by MaxxPak in accordance with the order.
- An acceptance of the order by MaxxPak is an acceptance of these Terms, which override any conditions in the Customer’s order. MaxxPak may accept part of an order by notifying the Customer in writing or by delivering the Goods. No order is binding on MaxxPak until accepted.
- The Customer acknowledges that all brands, types, or styles of Goods published for sale by MaxxPak are indicative only and may be replaced by an equal or better product at MaxxPak’s discretion. All dimensions published by MaxxPak are nominal only.
- An order accepted in whole or in part by MaxxPak cannot be cancelled by the Customer without MaxxPak’s prior written approval, which may be refused at its discretion.
3. WARRANTIES AND LIABILITY
MaxxPak’s liability is limited, to the extent permitted by law, at MaxxPak’s option, to:
- for Goods:
- replacement of the Goods or supply of equivalent Goods;
- repair of the Goods;
- payment of the cost of replacing the Goods or acquiring equivalent Goods; or
- payment of the cost of having the Goods repaired;
- for services:
- supply of the services again; or
- payment of the cost of having the services supplied again.
- Claims against MaxxPak for short delivery, damaged Goods, or other delivery discrepancies must be lodged in writing within 7 days of the delivery date.
- To the extent permitted by law, all other warranties, whether implied or otherwise, not set out in these Terms or in any warranty statement provided by MaxxPak are excluded. MaxxPak is not liable in contract, tort (including negligence or breach of statutory duty), or otherwise for:
- increased costs or expenses;
- loss of profit, revenue, business, contracts, or anticipated savings;
- loss or expense from a third-party claim; or
- special, indirect, or consequential loss or damage caused by MaxxPak’s failure to complete or delay in completing the order or delivering the Goods, except to the extent such liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).
4. DELIVERY
- Delivery times quoted are estimates only, and MaxxPak accepts no liability for failure or delay in delivery. The Customer is not relieved of any obligation to accept or pay for Goods due to delay. Goods may be delivered in instalments at MaxxPak’s discretion.
- Risk in the Goods passes to the Customer on delivery.
- All Additional Charges are payable by the Customer in addition to the Purchase Price.
- MaxxPak offers delivery within 24 hours for available stock items in Perth and surrounding areas, subject to variation.
5. RETURNS
Returns of Goods are accepted only if:
MaxxPak may, at its discretion, credit the Purchase Price or replace the Goods.
Returned Goods are subject to a restocking charge of 15% of the Purchase Price.
Credits granted for returns expire 12 months after issuance, except as required by law.
Custom packaging and machinery are not returnable.
- MaxxPak provides prior written approval;
- the Customer obtains a return number from MaxxPak;
- the Goods are returned in their original condition, packaging, and full package quantities;
- a copy of the corresponding tax invoice is supplied; and
- the Customer bears all freight charges for returning the Goods (unless otherwise agreed).
6. PRICE AND PAYMENT
- The Customer must pay the Purchase Price and Additional Charges to MaxxPak.
- If the Customer defaults, MaxxPak may withhold further deliveries or cancel the Agreement without prejudice to its rights.
- Payments are due on or before delivery unless a Credit Agreement exists, in which case payments are due within 30 days from the end of the month of the invoice date.
- Credit card payments incur applicable merchant fees.
- Interest on overdue amounts is charged at 10% per annum, calculated and accruing daily from the due date until payment is received.
- All payments must be made without set-off or counterclaim.
- Unless otherwise indicated, amounts payable do not include GST. For any taxable supply, the Customer must pay GST upon MaxxPak providing a tax invoice.
- The Customer charges all its rights, title, and interests in current or future personal property to secure its obligations to MaxxPak.
7. RETENTION OF TITLE
- Ownership, title, and property in the Goods and proceeds of their sale remain with MaxxPak until full payment for the Goods and all sums owed by the Customer to MaxxPak is received. Until payment:
- the Customer may sell the Goods in the ordinary course of business;
- the Goods are at the Customer’s risk;
- the Customer is fully responsible for Goods in its possession; and
- the Customer must maintain the Goods in the condition received.
- The Customer is in default if:
- payment is not made by the due date; or
- the Customer ceases or threatens to cease business, stops or suspends payment, is unable to pay debts as they fall due, or if any cheque or bill of exchange is dishonoured.
- In case of default, MaxxPak may, without prejudice to other rights:
- enter the Customer’s premises or any premises under the Customer’s control to recover the Goods;
- recover and resell the Goods;
- if Goods cannot be distinguished from similar goods, seize all goods matching the description and hold them for a reasonable period to ascertain claims, returning any goods owned by the Customer promptly.
MaxxPak is not liable for loss or damage to the Goods or the Customer’s business arising from seizure.
- The Customer charges all rights, title, and interest in the proceeds of sale of the Goods as collateral in favour of MaxxPak.
8. PPSA
- Terms defined in the PPSA have the same meaning in this clause.
- These Terms constitute a Security Agreement, entitling MaxxPak to claim:
- a Purchase Money Security Interest (PMSI) over the Goods supplied or to be supplied to the Customer as Grantor; and
- a security interest over the proceeds of sale of the Goods as original collateral.
- Goods supplied fall within the PPSA classification of “Other Goods” acquired by the Customer.
- Proceeds of sale of the Goods fall within the PPSA classification of “Account.”
- MaxxPak, as Secured Party, may register its Security Interest in the Goods and their proceeds.
- To the extent permitted by law, the Customer:
- waives its right to receive notification or a copy of any Verification Statement confirming registration of a Financing Statement or Financing Change Statement;
- agrees to indemnify MaxxPak for all costs and expenses, including legal costs on a solicitor/client basis, associated with registration, amendment, discharge, enforcement, or attempted enforcement of any Security Interest;
- agrees that sections 130 and 143 of the PPSA do not apply;
- waives its right under the PPSA to receive notice of removal of an Accession (section 95), notice of seizure (section 123), notice of disposal (section 130), a Statement of Account (sections 132(3)(d) and 132(4)), notice of retention (section 135), to redeem the Goods (section 142), or to reinstate the Security Agreement (section 143).
- Payments received from the Customer are applied in accordance with section 14(6)(c) of the PPSA.
9. ON-SALE
The Customer agrees, upon on-sale of Goods to third parties, to:
- inform the third party of these Terms;
- inform the third party of MaxxPak’s product warranties, if any; and
- not make misrepresentations about the Goods.
10. TRUSTEE CAPACITY
If the Customer is a trustee of a trust (whether disclosed to MaxxPak or not), the Customer warrants that:
- it enters this Agreement as trustee and in its personal capacity;
- it has the right to be indemnified out of trust assets;
- it has the power under the trust deed to enter this Agreement; and
- it will not retire as trustee or appoint a new or additional trustee without advising MaxxPak.
11. INDEMNITY
To the extent permitted by law, the Customer indemnifies MaxxPak against any liability, loss, or damage sustained due to any breach, act, or omission by the Customer or its representatives arising from these Terms.
12. GENERAL
- These Terms are governed by the laws of Western Australia and the Commonwealth of Australia. The parties submit to the non-exclusive jurisdiction of the courts of Western Australia and any courts hearing appeals from them.
- These Terms constitute the entire agreement between the parties and may only be varied in writing.
- Any term found to be void, unenforceable, or illegal is severed to that extent, without affecting the remainder of the Agreement.
- No waiver or failure to exercise a right by MaxxPak implies or constitutes a further waiver of any term, condition, right, or remedy.
13. 5% PRICE BEAT
- MaxxPak will beat by 5% any price lower than the price in the MaxxPak Buyers Guide if:
- the Customer provides a current written quote or invoice displaying the lower price;
- the quote or invoice is dated on or after the release of MaxxPak’s most recent Buyers Guide;
- the quoted or invoiced good is of the same brand, type, and quality as a good stocked and advertised by MaxxPak;
- for Customers eligible for free delivery, the quote or invoice includes delivery costs.
- This offer excludes reseller, clearance, or contracting pricing, SO, machinery hire, servicing, and custom-made packaging orders. MaxxPak may refuse any offer to purchase.
