Conditions of Sale

1. Definitions

The “Company” refers to Grace Global Pty Ltd, ABN 2914 2186 043, trading as DentaPlus Australia. The “Purchaser” means the entity purchasing goods from the Company.

2. General

These terms and conditions govern all sales of goods by the Company and are the only terms contractually binding the Company, except as otherwise agreed in writing or as required by law.

3. Quotations

Any quotation made by the Company is not an offer or obligation to sell. The Company may accept or reject any order at its discretion. Quotations issued by the Company are valid for 30 days.

4. Prices

Prices are those ruling at the date of delivery or shipment. Unit prices in quotations are based on the quantities specified; a variation in the total order quantity may result in the price being amended. Unless otherwise expressly stated, all prices are exclusive of taxes, imposts and duties, which are payable in addition by the Purchaser. The Company reserves the right to reject an order where a price has been listed incorrectly on its site.

5. Payment

Payment for the goods and all other costs and expenses payable in accordance with these terms and conditions must be made to the Company within thirty (30) days from date of statement, unless otherwise agreed in writing. Late payments incur interest at 1% in excess of the Company’s banker’s rates, calculated from the date of delivery until payment in full. Interest accrued is applied first against any payment made.

6. Credit

Credit requires the prior approval of the Company. Standard payment terms are full settlement of the account on or by the last day of the month after the goods were purchased. Payment may be made by cheque, EFTPOS, credit card or PayPal.

Failure to pay an invoice on the due date entitles the Company to suspend delivery, refuse further orders and cancel any existing contract for supply without further notice.

The Company may make enquiries as to credit worthiness, including obtaining reports from credit reporting agencies. If legal action becomes necessary, collection costs, legal fees and tracing agent fees are borne by the customer, and such fees are allocated first from any payments received. Credit may be withdrawn where a customer exceeds their authorised credit limit.

Retention of title

“Goods” means the products supplied by or on behalf of the Company as recorded in invoices, order forms or other documents of the Company.

The risk in the goods passes to the customer upon delivery to the customer’s premises or as the customer directs, and title to the goods supplied by the Company remains with the Company until the customer has paid both the purchase price for the goods and any other money that they may owe to the Company at any time on any account.

The customer may sell the goods in the ordinary course of business. Where the customer disposes of the goods before payment to the Company, the proceeds of such disposal are the property of the Company and are held on trust for the Company.

The Company may enter the customer’s premises or elsewhere within business hours and seize any goods which have not been paid for by the due date, without the Company having to give notice to the customer, and the customer waives its statutory and Personal Property Securities Act 2009 (PPSA) rights to notice.

While the goods remain the property of the Company, the customer agrees to:

• store the goods separately so that they are easily identifiable;
• dispose of the goods only in the ordinary course of business;
• ensure the goods do not lose their identifiable character or become intermingled with other goods without the prior written consent of the Company;
• waive any right or claim to an interest in the goods securing any debt or obligation;
• not claim a lien over the goods;
• not create any absolute or defeasible interest in the goods in relation to any third party without the prior written consent of the Company; and
• provide the Company access to the premises for inspection and/or seizure.

The customer, by its acceptance of delivery of the goods, adopts and accepts the trading terms set out in these terms and conditions.

The customer acknowledges and agrees this agreement is a security agreement for the purposes of the PPSA and that the Company will register its security interest in the goods and their proceeds as a purchase money security interest on the register.

The customer waives its right to receive notice under sections 95, 118, 121, 130, 132 and 135 of the PPSA, and waives its right under section 157 to receive a verification statement. The customer acknowledges that sections 96, 125, 135, 142 and 143 do not apply to this agreement.

The customer must provide such assistance as the Company requires to enable registration under the PPSA. The Company may require the customer to indemnify it for:

• (a) the cost of registering, amending or discharging a Financing Statement; and
• (b) the cost of enforcing or attempting to enforce the security interest created under this agreement.

The customer must give the Company seven (7) days’ prior written notice of any change of name, address or contact details, and must not disclose the security agreement or related documentation without the prior consent of the Company unless required by law.

7. Information and drawings

All descriptive specifications, illustrations, drawings, data, dimensions and weights supplied by the Company or otherwise contained in catalogues, price lists or other advertising matter of the Company are approximate only and are intended as a general description. They do not form part of the contractual description of the goods unless agreed to in writing, and are subject to recognised trade tolerances.

8. Delivery

Where the Company has agreed to deliver goods and they are lost or damaged as a result of the Company’s act, neglect or default, the Company’s liability to the Purchaser is limited to either the price paid for the goods or the replacement or repair of any goods lost or damaged, at the Company’s option.

Any claims against the Company for such loss or damage must be made within three (3) days of the date of delivery. The Purchaser indemnifies the Company against all loss and expenses, including additional transport and storage charges, resulting from a failure to take delivery as agreed.

9. Acceptance

The Purchaser must notify the Company in writing, within seven (7) days of the date of delivery, of any non-compliance with the order (subject to usual trade tolerances). If no such notice is given, the goods are deemed to have been accepted and the Purchaser must pay for them accordingly.

10. Risk

Risk in goods supplied by the Company passes on delivery to the Purchaser or its agent. If the Purchaser fails to take possession of the goods within seven (7) days of being notified that they are ready for delivery:

• (a) risk passes to the Purchaser;
• (b) the Purchaser must pay for the goods in accordance with these conditions; and
• (c) the Purchaser indemnifies the Company against all loss and expenses, including transport and storage charges.

11. Title

Title to goods remains with the Company until all monies owing in respect of those goods, including any amounts payable under clause 10(c), are paid by the Purchaser. Until payment, the Purchaser holds the goods as bailee for the Company, subject to the right to deal with them in the ordinary course of business.

Where goods are sold or consumed in the ordinary course of business, the Purchaser holds the proceeds on trust for the Company. The Purchaser grants the Company an irrevocable licence to enter, at any time, the premises of the Purchaser or any other premises under the Purchaser’s control, for the purposes of repossession of goods owned by the Company.

12. Termination

The Company may terminate any contract for the supply of goods if the Purchaser:

• (a) fails to pay any amount owing within 14 days of the date payment is due;
• (b) becomes insolvent;
• (c) has execution levied against its goods; or
• (d) is placed in liquidation, voluntarily or otherwise.

13. Warranties

(a) Only the statutory conditions and warranties (including those under the Competition and Consumer Act 2010) bind the Company in relation to the state, quality or condition of the goods. To the extent permitted by law, the liability of the Company arising from the breach of such conditions or warranties is, at the Company’s option, limited to the price paid for the goods, or the replacement or repair of the goods supplied to the Purchaser. All other conditions and warranties, whether express or implied, are excluded to the extent permitted by law.

(b) Except to the extent provided above, the Company will not be liable (including liability in negligence) to any person for any loss or damage, consequential or otherwise, suffered or incurred by that person in relation to the goods, including without limitation any failure, breakdown, defect or deficiency in the goods.

14. Privacy

Where a Purchaser provides the details of personnel or referees for the purposes of purchasing goods or opening a credit account, the Purchaser undertakes to notify those individuals that:

• (a) their details have been provided to the Company;
• (b) the disclosure enables the Company to provide products or administer the credit account;
• (c) they may request access to that information by writing to the Company; and
• (d) the Company may disclose that information to its suppliers, agents and other organisations that the Company has arrangements or alliances with, for the purpose of providing or promoting products.

See our Privacy Policy for more detail.

15. Legal construction

These conditions are to be governed and interpreted according to the laws of New South Wales, and the Company and the Purchaser consent and submit to the jurisdiction of the courts of New South Wales.