CONDITIONS OF SALE

1. Definitions

“Conditions” means these Conditions of Sale;

“Customer” means a person, firm or corporation seeking to acquire goods or services from Southern Cross, and if there is more than one, these Conditions bind them jointly and each of them severally;

“GST” means any consumption tax imposed by government, whether at point of supply or at some other specified occurrence, by whatever name, and includes (without limitation) a goods and services tax, a broad based consumption or indirect tax and value- added tax;

“Southern Cross” means Southern Cross Calendars Pty Ltd (ACN 081 253 652;

“tax invoice” means a tax invoice which complies with the definition contained in section 29-70 of A New Tax System (Goods and Services Tax) Act 1999 or any amending legislation..


2. Basis and Formation of Contract

2.1 The Conditions apply exclusively to every contract for the sale of goods by Southern Cross to the Customer and cannot be varied or supplanted by any other condition(s) including those that may be proffered by a Customer or printed on a Customer’s purchase order unless expressly accepted in writing by Southern Cross.

2.2 An original Southern Cross order form which is duly completed by the Customer represents an offer to Southern Cross. No contract will arise until the offer is accepted expressley or by conduct by Southern Cross at its offices located at Suite 8a, 50-54 Robinson Street Dandenong.

2.3 The Customer agrees that Southern Cross will not be obliged to supply any goods, nor will it be liable for any loss or damage suffered unless the contractual procedure listed in clause 2.2 is followed precisely by the Customer.

3. Payment

3.1 Payment must be made in full at the time of acceptance of the Customer’s order by Southern Cross.

3.2 Credit terms will be provided at the absolute discretion of Southern Cross following the Customer completing and submitting Southern Cross’s standard Credit Application.

3.3 For the purposes of the GST, a tax invoice will be provided by Southern Cross to the Customer within 14 days of the date of delivery of the goods.

4. Payment Default

4.1 If the Customer defaults in payment by the due date of any amount payable to Southern Cross, then all money which would become payable by the Customer to Southern Cross at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer, and Southern Cross

(a) charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 (Vic.) plus 4% cent for the period from

(c) charge the Customer for all expenses and costs (including legal costs on a solicitor/own client basis) incurred by it in taking whatever action it deems appropriate to recover any sum due;

(d) cease or suspend for such period as Southern Cross thinks fit, supply of goods to the Customer without liability to the Customer or any third party for any loss or damage whether of a direct or consequential nature.

4.2 If a cheque given in payment for goods is dishonoured for whatever reason, the Customer agrees to reimburse Southern Cross its reasonable costs which it incurs as a result.

5. Passing of Property

Until full payment in cleared funds is received by Southern Cross for all goods sold by it to the Customer, as well as all other amounts owing on any account to Southern Cross by the Customer:-

(a) title in the goods remains vested in Southern Cross and does not pass to the Customer;

(b) the goods are held as fiduciary bailee and agent for Southern Cross;

(c) Southern Cross may without notice, enter any premises where it suspects the goods may be and remove them, notwithstanding that they may have been attached to other goods not the property of Southern Cross, and for this purpose the Customer irrevocably licences Southern Cross to enter such premises and also indemnifies Southern Cross from and against all costs, claims, demands or actions by any party arising from such action.

6. Pricing

6.1 Each amount, of whatever description, specified as payable by the Customer to Southern Cross under any Contract or Agreement is expressed net of GST. In addition to the amount payable, the Customer must therefore pay to Southern Cross on demand, the GST payable by Southern Cross in respect of that amount.

6.2 Prices do not include the costs of delivery, carriage, packaging and insurance of the goods from Southern Cross’s premises unless otherwise specifically agreed to by Southern Cross.

6.3 Where there is any change in the costs incurred by Southern Cross in relation the goods, Southern Cross may vary its prices for goods on order to take account of any such changes.

7. Delivery

Any period or date stated by Southern Cross for the collection or delivery of the goods is intended as an estimate only and is not a contractual commitment. Southern Cross will use its best endeavours to meet any estimated dates but will in no circumstances whatsoever be liable for any loss or damage suffered by the Customer or any third party for failure to meet any estimated date.

8. Risk in Goods

Risk in the goods and all insurance responsibility for theft, damage or otherwise in respect of the goods will pass to the Customer immediately upon the goods being made available for dispatch at the Premises of Southern Cross or any contractor of Southern Cross other than a courier or transportation contractor.

9. Liability

9.1 All conditions and warranties implied into contracts for the supply of goods at law or pursuant to any Federal or State legislation are excluded to the maximum extent permitted.

9.2 Subject to the extent permitted by State and Federal legislation applicable to the sale of goods, replacement of the goods is the absolute limit of Southern Cross’s liability howsoever arising under or in connection with the supply of the goods, the description, quality, condition, merchantability or fitness for purpose of the goods or alternatively the sale, use of or any other dealings with the goods by the Customer or any third party.

9.3 Southern Cross is not liable for consequential loss suffered by the Customer or any third party however caused, including but not limited to loss of profits, business or goodwill.

9.4 Any advice, recommendation, information or assistance provided by Southern Cross in relation to the goods supplied by it or their use or application is given in good faith, is believed by Southern Cross to be appropriate and reliable, however, it is provided with a disclaimer for any liability or responsibility on the part of Southern Cross.

10. Cancellation

10.1 If, through circumstances beyond the control of Southern Cross, Southern Cross is unable to supply the goods, then Southern Cross may cancel the Customer’s order (even if it has already been accepted) by notice to the Customer. Southern Cross will be under no liability to the Customer or any third party for any damages or losses, direct or indirect, resulting from such cancellation.

10.2 No purported cancellation or suspension of an order or any part thereof by the Customer is binding on Southern Cross after that order has been accepted by Southern Cross.

11. Jurisdiction

These Conditions will be governed by the laws of Victoria and the parties hereby submit to the exclusive jurisdiction of the Victorian Courts and the Federal Court of Australia (Victoria Registry).

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