Terms and Conditions of Supply
1.1 Customer means the person or entity acquiring or ordering Products from MRO.
1.2 MRO means Murray River Organics Pty Ltd (ACN 159 039 175)
1.3 Products mean all products to be supplied by MRO to the Customer.
1.4 Terms and Conditions means these terms and conditions of sale, as may be amended from time to time by MRO.
2 Quotations and Orders
2.1 Any quotation made by MRO is not an offer to sell Products. Prices quoted by MRO are subject to changes necessary to correct errors and are otherwise valid for a period of 7 days only.
2.2 No order for Products is binding on MRO until MRO accepts it in writing. MRO’s written acceptance of an order and these Terms and Conditions alone will constitute the entire agreement of the parties (Contract) in relation to the supply of Products and may only be varied in writing, signed by the parties.
2.3 The Contract sets out the entire agreement and understanding between MRO and Customer in respect of the relevant Products and supersedes all prior agreements, understandings, representations and warranties (whether express or implied). MRO is not bound by any terms or conditions in any document issued by a Customer.
2.4 No order may be cancelled after acceptance by MRO without MRO’s consent. The Customer indemnifies MRO in respect of all direct and indirect costs, expenses and losses incurred as a result of the cancellation of an order.
3.1 Unless otherwise agreed by MRO in writing, the price to be paid by the Customer for Products will be:
(a) MRO’s then prevailing price for the supply of such Products to the Customer; and
(b) any applicable taxes or charges (including any goods and services or similar taxes) levied by any governmental authority upon the supply or use of the Products.
3.2 Unless otherwise specified, prices do not include transportation costs and are exclusive of goods and services tax. Products are supplied ex-works.
3.3 If: (a) a raw material, component, or service provider raises its prices, or imposes a surcharge on MRO; or
(b) any tax is imposed or increased in connection with the supply of any Products by MRO (including any carbon or emissions related tax); or
(c) MRO otherwise incurs an increase in costs in supplying Products to the Customer, MRO reserves the right to increase applicable prices and the Customer agrees to accept such price increase.
4.1 Payment must be in a form acceptable to MRO and without any deduction, withholding, set-off or counter claim of any nature. Customer payment terms are assessed based on customers credit history and jurisdiction. For Australian based Customers, payment must be paid within 30 days from the date of invoice for those Products, subject to credit approval.
4.2 Should the Customer default in payment of any amount due to MRO, then all amounts due to MRO become immediately due and payable and must be paid within 7 days from the date of demand. If the Customer is in default in payments, the Customer consents to MRO or its representatives entering the Customer's premises to effect recovery of any Products in the possession of the Customer and to use reasonable force to effect recovery without liability for trespass or damage.
4.3 MRO reserves the right to charge interest at its banker's current bank overdraft rate on all overdue amounts from the date of invoice to the date of payment.
5.1 MRO will make all reasonable efforts to deliver the Products to the Customer on the date(s) applicable under a Contract, but shall be under no obligation or liability to the Customer for failing to do so.
5.2 Delivery shall be effected upon:
(a) physical delivery of the Products to the address requested by the Customer; or
(b) pick up by Customer; or
(c) physical delivery to the Customer’s nominated carrier.
5.3 Notation by MRO’s carrier on the delivery docket shall be conclusive evidence of delivery. The Customer shall be responsible for any loss or damage occurring during unloading of the Products at the Customer’s premises.
5.4 If the Customer refuses to accept delivery of Products then the risk in the Products shall pass to the Customer from the time of such refusal. In such event, MRO may (without limiting any of its other rights) arrange to store the Products at the Customer’s expense.
6 Title & Risk
6.1 Title in and to all Products delivered to the Customer will remain with MRO and will not pass to the Customer until such time as the Products have been paid for in full.
6.2 Risk in and to the Products will pass to the Customer upon delivery of the Products to the Customer.
6.3 Until MRO has received payment in full for the Products:
(a) the Customer holds the Products as bailee for MRO;
(b) the Customer shall safely and securely store the Products separately from the other goods on the premises of the Customer in such a manner as to show clearly that the Products are the property of MRO;
(c) MRO has a security interest in the Products;
(d) the Customer shall, upon request from MRO, deliver up such Products to MRO (or as directed by MRO);
(e) representatives of MRO will be entitled and permitted at any time to enter any place where the Products are situated to repossess the Products, and to remove the Products from any vessel or vehicle, and for this purpose MRO is hereby appointed as the Customer’s agent. The Customer agrees to indemnify MRO and keep MRO indemnified against all costs incurred by MRO in removing the Products and against losses, and liabilities incurred by, and any claims against, MRO in removing the Products and arising from such removal; and
(f) if the Products in part or in full are mixed with the Products that have been paid for, the Customer bears the onus of proving that the Products in its possession (whether mixed with other goods or not) have been paid for in full by the Customer. If the Customer is unable to prove, to the satisfaction of MRO that the goods identified as MRO goods have been paid for in full, then those goods shall be deemed to relate to unpaid invoices outstanding from time to time and are deemed to be the property of MRO. MRO reserves the right to repossess those goods without having to prove that the goods relate to specific unpaid invoices outstanding at the time of repossession.
7 Security Interest
7.1 Unless otherwise stated, a term contained in these Terms and Conditions that is defined in the Personal Property Securities Act 2009 (Cth) (PPSA) (but not otherwise defined in these Terms and Conditions) has the meaning given to it in the PPSA.
7.2 In consideration for MRO supplying Products to the Customer under these Terms and Conditions, the Customer:
(a) agrees to treat the security interest created under these Terms and Conditions as a continuing and subsisting security interest in the relevant Products with priority over any registered or unregistered general (or other) security and any unsecured creditor (even if the Products become fixtures before paid for in full);
(b) grants to MRO a purchase money security interest (PMSI);
(c) agrees that the PMSI granted herein will continue to apply to any goods coming into existence or proceeds of sale of Products or goods coming into existence;
(d) agrees that the PMSI has attached to all Products now or in the future supplied to the Customer by MRO; and
(e) agrees, until title in the Products pass to it, to keep all Products free and ensure all Products are kept free of any charge, lien or security interest except as created under these Terms and Conditions, and not otherwise deal with Products in a way that will or may prejudice any rights of MRO under these Terms and Conditions or the PPSA.
7.3 MRO reserves the right to register a financing statement under the PPSA in respect of the Products. Costs of registering a financing statement (or a financing change statement) will be paid by the Customer.
7.4 The Customer waives its right to receive a copy of any financing statement, financing change statement or verification statement that is or may be registered, issued or received at any time.
7.5 The Customer irrevocably grants MRO the right to enter any premises or property (without notice) and without being in any way liable to the Customer or any other person if MRO has cause to exercise any of its rights under the PPSA (and the Customer will indemnify MRO against any such liability).
7.6 It is agreed that the Customer hereby waives its rights under such sections of the PPSA as are able to be waived or excluded by agreement, including the following sections of the PPSA: section 95 (notice of removal of an accession) to the extent that it requires the secured party to give a notice to the grantor; section 96 (when a grantor may retain an accession); section 123 (right to seize collateral); section 125 (obligation to dispose of or retain collateral); section 126 (apparent possession); section 128 (secured party may dispose of collateral); section 129 (disposal by purchase); section 130 (notice of disposal) to the extent that it requires the secured party to give notice to the grantor; paragraph 132(3)(d) (contents of statement of account after disposal); subsection 132(4) (statement of account if no disposal); subsection 134(1) (retention of collateral); section 135 (notice of retention); section 142 (redemption of collateral); and section 143 (reinstatement of security agreement.
8 Breach and Insolvency
(a) the Customer fails to comply strictly with the terms of a Contract;
(b) an application or order is made, a resolution is made or proposed or other steps are taken for the winding up, dissolution, official management or voluntary administration of the Customer (other than a voluntary liquidation for the purpose of amalgamation or reconstruction);
(c) the Customer enters into any arrangement, compromise or composition or assignment for the benefits of its creditors or any class of them;
(d) a receiver, a receiver and manager, administrator or other officer is appointed to the Customer or any part of its property, or a third party attempts to levy execution against the Customer’s property or the goods;
(e) the Customer ceases, suspends or threatens to cease or suspend the conduct of its business or disposes of or threatens to dispose of its assets other than in the ordinary course of business;
(f) the Customer is or is deemed (including under any applicable law) unable to pay its debts as and when they fall due, or stops or suspends the payments of its debts;
(g) in the case of the Customer being a natural person, the Customer commits an act of bankruptcy; or
(h) MRO is of the view, acting reasonably, that any of the above will or are likely to occur,
MRO may (without limiting or otherwise prejudicing any other rights it may have) at any time terminate any and all Contracts between MRO and the Customer and refuse to supply any and all Products to the Customer. The Customer agrees to indemnify MRO (and keep MRO indemnified) against loss, cost or expense and other liability (including but not only legal expenses of any nature and payable to or on behalf of any person) suffered or incurred by MRO in connection with any breach of a Contract by the Customer.
9 Customer Warranties
9.1 The Customer:
(a) warrants to MRO that it has read and understood these Terms and Conditions;
(b) warrants to MRO that all information supplied by or behalf of it to MRO in connection with the supply of Products is true and accurate and not misleading;
(c) warrants that it has not relied on any representation or statement made by or on behalf of MRO in connection with the supply of Products that has not been clearly and expressly stated in the Contract;
(d) acknowledges that MRO has relied on the information supplied by or on behalf of the Customer to it in supplying the Products; and
(e) warrants that the supply of the Products by MRO to the Customer, and the use of Products by the Customer, will not make MRO liable to any prosecution, claim or other action under any applicable law.
9.2 The Customer indemnifies MRO and holds MRO harmless against all fines, penalties, damages, loss, costs or expenses (including but not only legal expenses of any nature and payable to or on behalf of any person) suffered or incurred by MRO in connection with any breach of the warranties of the Customer set out in these Terms and Conditions.
9.3 Without limiting the liability of the Customer under the indemnity above, MRO may at its sole discretion by itself or in conjunction with the Customer defend, settle or compound any action, suit, proceeding, claim or demand brought or made against it by any person in connection with any breach of the warranties given by the Customer under these Terms and Conditions and the Customer agrees that the indemnity extends to any cost or expense incurred by MRO in conducting that defence or in settling or compounding the action, suit, proceeding, claim or demand.
9.4 MRO reserves the right to refuse to do or to omit to do any thing, or to refuse to comply with any request or direction of the Customer, which in the reasonable opinion of MRO would constitute or result in a breach of any warranty given by the Customer under these Terms and Conditions or a breach by the Customer of a Contract.
10 Intellectual Property
10.1 All drawings, know-how, designs, specifications, inventions, devices, developments, processes, copyrights and other information or industrial or intellectual property disclosed or otherwise provided to the Customer by MRO or otherwise subsisting in the Products and all rights therein (collectively Intellectual Property) will remain the property of MRO and will be kept confidential by the Customer. The Customer shall have no claim to, nor ownership interest in, any Intellectual Property. The Customer acknowledges that no license or rights of any sort are granted to the Customer in respect of any Intellectual Property, other than the limited right to use Products purchased from MRO for the purpose they are supplied by MRO.
10.2 The Customer warrants that any Products manufactured, constructed or supplied by MRO which are based in whole or in part upon designs, drawings, specifications or information supplied to MRO by or on behalf of the Customer shall not infringe any letters, patents or registered designs or any other industrial or intellectual property rights of any person.
11 Confidential Information
11.1 All information furnished or made available by MRO to the Customer in connection with the subject matter of these Terms and Conditions or the supply of Products shall be held in the strictest confidence by the Customer. The Customer agrees not to use such information or disclose such information to others without MRO’s prior written consent. The obligations in this paragraph will not apply to any information which:
(a) at the time of disclosure was or thereafter becomes, generally available to the public by publication or otherwise through no breach by the Customer of any obligation herein;
(b) the Customer can show by written records was in the Customer’s possession prior to disclosure by MRO; or
(c) is legally made available to the Customer by or through a third party having no direct or indirect confidentiality obligation to MRO with respect to such information.
12 Claims and Returns
(a) Examination of the Products shall be made by or on behalf of the Customer, and unless within 72 hours of delivery of the Products, the Customer gives written notice that the Products do not comply with the applicable Contract, the Products shall be deemed to have been in all respects supplied in accordance with the relevant Contract, and the Customer shall be bound to accept and pay for the Products accordingly.
(b) Claims by the Customer in respect of Products which have not been supplied in accordance with the relevant Contract will only be considered by MRO if:
(a) the claim is made within 72 hours of the date of delivery of the Products;
(b) representatives of MRO have been afforded a reasonable opportunity to inspect the Products; and
(c) the Products are subsequently returned to MRO as directed by MRO.
(c) MRO is not obliged to accept any return of Products that have been supplied (or are deemed to have been supplied) in accordance with the relevant Contract. Even if MRO determines that it will accept a return of Products in those circumstances: (a) MRO is not obliged to accept any Products which have been used, damaged or altered in any way;
(b) all Products must be returned in their original packaging;
(c) Products returned will be subject to a rehandling charge as determined by MRO; and (d) Products are to be returned at the Customer’s expense.
13 Limitation of Liability
13.1 Except as expressly provided to the contrary in writing in a Contract:
(a) MRO gives and makes no warranty in respect of the Products;and
(b) all conditions and warranties implied at law (whether by statute, common law, equity or otherwise) are (to the extent permitted by Law) expressly excluded from the Contract.
13.2 If any statute implies any term, condition or warranty into a Contract, and that statute prohibits provisions in a contract excluding or modifying the application of, exercise of, or liability under, such a term, condition or warranty, then that term, condition or warranty will be taken to be included in the Contract. However, the liability of MRO for any breach of such a term, condition or warranty will be limited, if permitted by the statute, at the option of MRO, to any one or more of the following:
(a) if the breach relates to goods:
(i) the replacement of the goods, the supply of equivalent goods or the repair of the goods; or
(ii) to the extent required by the relevant statute, the payment of the cost of replacing the goods or of acquiring equivalent goods or the cost of having the goods repaired; and
(b) if the breach relates to services:
(i) the supplying of the services again; or
(ii) to the extent required by the relevant statute, the payment of the cost of having the services supplied again.
13.3 MRO will not be responsible for any failure to supply Products on the date agreed between the parties and the Customer is not entitled to cancel any order as a result of that failure.
13.4 If Products are supplied by MRO in packaging that is designed or specified by the Customer (including containers that bear the name or trade mark of the Customer or a person specified by the Customer) (Customer Packaging), the Customer:
(a) is solely responsible for the design of, and information included on, the Customer Packaging;
(b) must ensure that the Customer Packaging complies with all relevant laws of any jurisdiction in which the Products are sold and does not contain any information, statement or representation that is false or misleading;
(c) must ensure that the Products, if manufactured in accordance with any specifications agreed by MRO under the relevant Contract, complies with all relevant laws of any jurisdiction in which the Products are sold;
(d) must not use MRO's name or any other trade mark or intellectual property of MRO on any Customer Packaging or in connection with the promotion or sale of the Products without the prior written consent of MRO; and
indemnifies MRO (and must keep MRO indemnified) against loss, cost or expense and other liability (including but not only legal expenses of any nature and payable to or on behalf of any person) suffered or incurred by MRO in connection with a breach of any obligation of the Customer under this paragraph 13.4.
14 Excusable Delays
(a) MRO shall not be liable for any failure to comply with a Contract when such failure is caused by or arises out of any of the following:
(a) fire, storm, tempest, earthquake, inevitable accident or other act of God;
(b) any act of public enemy;
(c) any act of any government or any government authority or instrumentality;
(d) any act of any person engaged in subversive activity or sabotage;
(e) epidemics or quarantine restrictions;
(f) strikes, slow-downs, lockouts or labour stoppages or disputes of any kind or freight embargoes;
(g) any shortfall, delay or failure to supply by any of MRO’s suppliers;
(h) severe or prolonged inclement weather conditions (including drought or flood);
(i) contamination or destruction of any raw materials used in with the Products; or
(j) any other cause or event whatsoever which is beyond the control and without the fault or negligence of MRO.
(b) In the event of a failure by MRO to comply with a Contract, unless MRO advises the Customer that it is able to make alternative arrangements, the Customer shall be entitled to obtain the Products contracted for supply elsewhere for the duration of such failure.
15 Allergen Policy
The Customer acknowledges that:
(a) MRO packs a wide range of natural food products on shared equipment including nuts, seeds, grains and cereals. This includes sesame, peanuts, soy proteins and gluten containing products; and
(b) although MRO will use its best endeavours to avoid any kind of cross contamination in this regard, Products supplied to the Customer may contain traces of the items referred to in paragraph 15(a) above.
16 Other Policies
The Customer acknowledges that it has read and understood MRO's:
(a) Bug Policy (which can be located at https://store.murrayriverorganics.com.au/; and
17 Credit Application
An Australian Customer wishing to purchase Products from MRO on credit must submit an application to MRO in accordance with its standard credit application form from time to time (which can be located at www.murrayriverorganics.com.au. Customers outside of Australia should contact their sales contact or email firstname.lastname@example.org to arrange payment terms.
18 Governing Law
These Terms and Conditions are governed by and construed in accordance with the laws of the State of Victoria, Australia (regardless of the place in which the Products are to be delivered). The Customer submits to the jurisdiction of the courts of the State of Victoria and of the courts competent to hear appeals from the courts of that State.
(a) The Customer declares that the information provided by it in support of or in connection with the Contract is true and correct and not misleading.
(b) The Customer agrees to be bound solely by the Contract and further agrees that any terms or conditions of purchase that may be incorporated in any order, acceptance of quotation or other document issued by the Customer shall, unless expressly agreed to in writing by MRO’s duly authorised representative, have no legal force or effect.
(c) The Customer agrees that any legal costs incurred by MRO (on a solicitor and own client basis) in the recovery of any monies due by the Customer shall be recoverable in full from the Customer.
(d) The Customer acknowledges that these Terms and Conditions, or any other policy of MRO referred to in these Terms and Conditions, can change without notice.