Kasea Pty Ltd
Oilfield Traders Australia
ABN 80 347 984 117
36, Howson Way Bilbra Lake WA 6163 Mail to PO Box 1238 Fremantle WA 6959 Tel 61 + (0)8 9418 5055
Fax 61 + (0)8 9418 5077
Terms and Conditions of Contract and Trade
1.1 ‘ Oilfield Traders means Kasea Pty Ltd t/as Oilfield Traders Australia its successors and assigns or any person and/or entity acting on behalf of and with authority of Kasea Pty Ltd t/as Oilfield Traders Australia
1.2 ‘ Client’ means the person/s and/or entity purchasing goods and/or services.
1.3 ‘ Price” means the price for the Goods and/or Services provided by Oilfield Traders as agreed between Oilfield Traders and the Client
1.4 ‘ Goods and/or Services” means all Goods and Services supplied by Oilfield Traders at the Client’s request to the Client or to any third party designated by the Client to accept goods and/or services from Oilfield Traders on the Client’s behalf (where the context so permits the terms Goods or Services shall be interchangeable for the other).
2. Application of provisions
2.1 These conditions supersede all previously agreed terms for the supply of goods and/or services by Oilfield Traders and may only be altered by written agreement signed by both Oilfield Traders and the Client
2.2 The placing of an order for goods and/or services, after these conditions have been made available to the Client, will constitute acceptance by the Client Jointly and severally of these terms and conditions as the terms and conditions upon which goods and/or services are rendered to the Client
3. Pricing A prices as stated in the Oilfield Traders Quotation are valid at the date of issue and are subject to prior sale. Quotations are in AUD (Australian Dollars) ex GST and USD (United States Dollars) ex GST
The Client must pay the price for the goods and/or services (including any GST) quoted by Oilfield Traders where no price is quoted, the current price (including any GST) charged by Oilfield Traders at that time
3.2 Estimated prices are subject to change. A Purchase Order from a client will not be received from an Estimate. A Purchase Order from a client must be matched to Oilfield Traders Quotation.
3.3 Oilfield Traders reserves the right to amend the price in the event that
(a) the Client requests a variation to the Goods and/or Services originally quoted and/or any special instruction or modifications to specifications from the Client. Any and all such changes shall require a separate purchase order from the Client and a revised quotation from Oilfield Traders. In the event that Oilfield Traders has already commenced manufacture against the Client’s original order, then the Client shall be liable to make payment to Oilfield Traders for all unused components from the original order.
(b) in the event of increases to Oilfield Traders which are beyond Oilfield Traders control in the cost of taxes, levies, freight and insurances, labour and materials.
4. Terms of Payment
4.1 At Oilfield Traders sole discretion a non-refundable deposit may be required upon acceptance of Oilfield Traders quotation of an amount equal to no less than ten percent (10%) of the quoted price.
4.2 Payment terms shall be as shown in Oilfield Traders quotation and may be as follows
(a) on delivery of goods and/or Services
(b) the date specified on any invoice as being the due date for payment
(c) net against invoice
(d) Seven(7), Fourteen(14), Twenty One (21), Thirty (30) days from date of invoice
e) A payment term that has been negotiated and agreed between the Client and Oilfield Traders at
the time of the Client making application to Oilfield Traders for a Commercial Credit Account.
4.3 Payment may be made by electronic funds transfer (on-line banking), or by Banker’s cheque
4.4 Unless otherwise stated the price is ex GST. In addition to the price the Client must pay an amount equal to any GST Oilfield Traders must pay for the supply by Oilfield Traders under this or any other agreement for the sale of Goods and/or Services. The Client must pay GST, without deduction or set off of any other amounts at the same time and on the same basis as the Client pays the Price. The Client must in addition pay any other taxes, duties or levies that may be applicable in addition to the Price except where they are expressly included in the price.
5. Delivery of Goods
5.1 Delivery of the goods is taken as to have occurred at the time(a) the Client or its nominated carrier takes possession of the Goods at Oilfield Traders premises or
(b) Oilfield Traders or Oilfield Traders nominated carrier delivers the Goods to the Client’s nominated delivery address even if the Client is not present at the address.
5.2 The cost of delivery at Oilfield Traders sole discretion is either included in the Price or is in addition to the Price.
5.3 The Client must take delivery either by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the Client is unable to accept delivery as arranged then Oilfield Traders shall be entitled to charge a reasonable fee for redelivery and/or storage. The storage fee shall be an amount equal to no less than one hundred twenty five dollars ($125.00) per square metre of floor space and/or cubic metre of racking space per day
5.4 Any and all delivery schedules given by Oilfield Traders to the Client are estimates only. The Client must still accept delivery of the Goods even if late and Oilfield Traders will not be held liable for any loss or damage incurred by the Client as a result of the delivery being late. Oilfield Traders cannot be bound by lead times decreed by the Client if the supply of selected materials are delayed and as such Oilfield Traders shall not be liable to compensate the Client for such delay caused by the suppliers delivery time frame.
5.5 Force Majeure; Neither party shall be held responsible for any delay or failure in performance of any part of any transaction between Oilfield Traders and the Client to the extent such delay or failure is caused by events beyond such party’s reasonable control, including, but not limited to such as fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, terrorism, insurrection, sabotage, epidemic, quarantine restriction, labour dispute/Labour shortage, inability to secure materials, transportation embargo or failure or delay in transport, act or omission (including laws, regulations, Disapprovals or failures to approve) of any third person (including but not limited to, subcontractors, customers, government or government agencies). Each party will endeavour to give the other party reasonable notice of delay.
6.1 The risk of damage or loss of the Goods passes to the Client on delivery and as such the Client must insure the Goods on or prior to delivery.
6.2 In the event that the Client requests Oilfield Traders to leave the Goods at an unattended location or outside Oilfield Traders premises for later collection then such Goods shall be left at the Client’s sole risk.
7.1 The Client shall ensure that Oilfield Traders or any person and/or entity acting on behalf of and with authority of Oilfield Traders has free and clear access to the client’s premises and/or other location nominated by the client for delivery of the Goods and/or services in accordance with Oilfield Traders quotation and the Client’s specifications. Oilfield Traders shall not be liable for any loss or damage to the site (Including, without limitation, damage to pathways, driveways and concreted or paved or grass areas) unless due to the negligence of Oilfield Traders
8. Compliance to Laws
8.1 The Client and Oilfield Traders shall comply with the provisions of all regulations, statutes and bylaws of government, local and other public authorities that may be applicable to the delivery of Goods and/or Services.
8.2 The Client and Oilfield Traders shall comply with all State and Territory laws and the laws of The Commonwealth of Australia.
8.3 Oilfield Traders Privacy Statement is to be read in conjunction with these Terms and Conditions of contact and trade and is available on our website www.oilfieldtraders.com.au a printed copy is available on request.
9.1 It is agreed by Oilfield Traders and the Client that ownership of the Goods shall not pass until
(a) the Client has paid all monies owing to Oilfield Traders and
(b) the Client has met all of its other obligations to Oilfield Traders
9.2 Payments shall not be deemed to have been received until that form of payment has been honoured, cleared or recognized by Oilfield Traders..
9.3 it is further agreed by the Client and Oilfield Traders that
(a) until ownership of the Goods passes to the Client in accordance with clause 9.1 the client is only a bailee of the Goods and must return the Goods to Oilfield Traders on request.
(b) the client holds the benefit of the insurance of the Goods in trust for Oilfield Traders and in the event the of the Goods being lost, damaged or stolen, the Client must pay to Oilfield Traders the proceeds of any insurance
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. In the event that the Client disposes, sells or parts with possession of the Goods then the Client must hold the proceeds of any and/all such action in trust for Oilfield Traders and must pay or deliver the proceeds to Oilfield Traders on demand.
(d) the Client irrevocably authorizes Oilfield Traders (or any person and/or entity acting on behalf of and with authority of Oilfield Traders) without impediment to enter any premises where Oilfield Traders believes the Goods are located and recover possession of the Goods. The Client shall indemnify Oilfield traders (or any person and/or entity acting on behalf of and with authority of Oilfield Traders) against any loss or damage suffered by any person or entity arising from the repossession.
(e) Oilfield Traders reserves the right to recover possession of any Goods in Transit regardless of whether delivery has occurred or not.
(f) the Client shall not charge or grant an encumbrance over the Goods nor grant or give away any interest in the Goods while they remain the property of Oilfield Traders
(g) The Client should not convert or process the Goods or mix together with other Goods, if the Client does so then the Client shall hold the resulting product on trust for the benefit of Oilfield Traders and must sell, dispose of or return the resulting product to Oilfield Traders as it so directs.
(h) Oilfield Traders may commence proceedings to recover the Price of the Goods sold not withstanding that ownership has not passed to the Client.
10. Personal Property securities Act 2009 (“PPSA”)
10.1 In this clause financing statement, financing change statement, security agreement and security interest has the meaning designated to it by the PPSA.
10.2 The client by agreeing to these terms and conditions acknowledges that these terms and conditions constitute a security agreement for the purpose of the PPSA and creates a security interest in all Goods that have previously been supplied and that will be supplied in the future by Oilfield Traders to the Client.
10.3 The Client commits to
(a) Sign and complete any further documents promptly and/or provide additional information that Oilfield Traders may reasonably require to
(i) register a financing statement or financing changes statement in relation to a security
interest on the Personal Property Securities Register.
(ii) register any other documents that may be required to be registered by the Personal Property Securities Register
(b) Indemnify, and on demand by Oilfield Traders reimburse Oilfield Traders for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA 2009 or releasing any Goods change thereby
(c) not registering a financing change statement in respect of a security interest without the prior written consent of Oilfield Traders .
(d) not register, or permit to be registered, a financing statement or a financing change in relation to the Goods in favour of a third party without the prior written consent of Oilfield Traders.
(e) immediately advise Oilfield Traders of any material change in its business practices of selling Goods which would result in a change in the nature of proceeds derived from such sales.
10.4 both Oilfield Traders and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions
10.5 The Client waives their right to receive notices under section 95, 118, 121(4), 130, 132(3) (d) and 132 (4) of the PPSA
10.06 The Client waives their rights as a grantor and/or debtor under sections 142 and 143 of the PPSA.
10.7 Unless otherwise agreed in writing by Oilfield Traders, the Client waives their right to receive a verification
statement in accordance with section 157 of the PPSA.
10.8 The Client must unconditionally ratify any actions taken by Oilfield Traders under clauses10.3 to 10.5
10.9 subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
11. Charge and Security
11.1 In consideration of Oilfield Traders agreeing to supply the Goods and/or services, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either currently or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
11.2 The Client indemnifies Oilfield Traders from and against all Oilfield Traders costs and disbursements including legal cost on a solicitor and own client basis incurred in exercising Oilfield Traders rights under this clause
11.3 The Client irrevocably appoints Oilfield Traders and each director of Oilfield Traders as the Clients true and lawful attorneys to perform all necessary acts to give effect to the provisions of this Clause11 including, but not limited to, signing any documents on the Client’s behalf
12. Competition and Consumer Act 2010 (“CCA”) Defects, Warranties and Returns.
12.1 Nothing in these Terms and Conditions is intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable
13. Intellectual Property
13.1 Where Oilfield Traders has complied special specifications for a product to meet the client’s needs that is different from the standard product, then the copyright in any drawings and documents shall remain the property of Oilfield Traders without exception.
13.2 The Client warrants that all designs, specifications or instructions given to Oilfield Traders will not cause Oilfield Traders to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Oilfield Traders against any action taken by a third party against Oilfield Traders in respect of any such infringement.
13.3 The Client agrees that Oilfield Traders may (at no cost) use for the purpose of marketing or entry into any completion, any documents, drawings or Goods which Oilfield Traders has created for the Client.
13.4 The illegal use of Oilfield Traders designs, documentation and/or drawings (intellectual property) by the Client will result in a fee being charged by Oilfield Traders to the Client of not less than twenty thousand Australian dollars ($20,000.00) for each and every illegal use of Oilfield Traders intellectual property.
14. Default and Consequences of Default
14.1 interest on overdue invoices shall accrue daily from the date when payment becomes due, Until the date of Payment, at the rate of two and a half percent (2.5%) per calendar month (and at Oilfield Traders sole discretion such interest shall compound monthly at such rate) after as well as before any judgment.
14.2 If the Client owes Oilfield Traders any money the Client shall indemnify Oilfield Traders from and against all cost and disbursements incurred by Oilfield Traders in recovering the debt (including but not limited to internal administration fees, Debt recovery agency fees, legal cost on a solicitor and own client basis, court cost, Oilfield Traders contract default fee, and Bank dishonor fees).
14.3 Without prejudice to any other remedies Oilfield Traders may have, if at any time the Client is in Breach of any obligation (including those relating to payment) under these terms and conditions Oilfield Traders may suspends or terminate the supply of Goods to the Client. Oilfield Traders will not be liable to the Client for any loss or damage the Client suffers because Oilfield Traders has exercised its rights under this clause.
14.4 Without Prejudice to Oilfield Traders other remedies at law Oilfield Traders shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Oilfield Traders shall, whether or not due for payment become immediately payable if
(a) any money payable to Oilfield Traders becomes overdue, or in Oilfield Traders opinion the Client will be unable to make a payment when it falls due.
(b)the Client becomes insolvent, convenes a meeting with its creditors, or makes an assignment for benefit of its creditors, or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
15. Cancellations and delays
15.1 Oilfield Traders may cancel any contract to which these terms and conditions apply or cancel any delivery at any time before the Goods are delivered by giving written notice to the Client. On giving notice Oilfield Traders shall repay to The Client any Money paid by the Client for the Goods. Oilfield Traders shall not be liable for any loss or damage whatsoever arising from such cancellation.
15.2 In the event that the Client cancels and/or postpones delivery of the Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by Oilfield Traders as a direct result of the cancellation and /or postponement (including, but not limited to, any loss of profits).
15.3 Cancellation of orders for Goods made to the Client’s specifications will definitely not be accepted once production has commenced, or an order has been placed.
16.1 The failure by Oilfield Traders to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Oilfield Traders‘s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
16.2 Oilfield Traders complies fully with Australian Standards and all government acts stated in these terms and conditions and shall comply with all subsequent amendments, alterations, additions and deletions in relation to those acts in the future.
16.3 Subject to clause 12 Oilfield Traders shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit suffered by the Client arising out of a breach by Oilfield Traders of these terms and conditions (alternatively Oilfield Traders liability shall be limited to damages which under no circumstances shall exceed the price of the Goods).
16.4 The Client shall not be entitled to offset against, or deduct from the price, any sums owed or claimed to be owed to the Client by Oilfield Traders nor to withhold payment of any invoice because part of that invoice is in dispute.
16.5 Oilfield Traders may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
16.6 The Client agrees that Oilfield Traders may amend these terms and conditions at any time; If Oilfield Traders makes a change to these terms and conditions, that change will take effect from the date on which Oilfield Traders notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for Oilfield Traders to provide Goods to the Client.
16.7 The Client acknowledges that Oilfield Traders is entitled to presume that any person forwarding instructions from the Client’s office and/or place of business purporting to have the authority to bind the Client to a contract for the supply and delivery of goods and/or Services from Oilfield Traders, has the authority they claim.
16.8 The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorizations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it
16.9 If the Clients are a Trustee, the Directors warrant that they have the authority and power to enter into transactions on behalf of the Trust and personally indemnify Oilfield Traders and personally guarantee the performance of all of the trust’s obligations
16.10 The Client shall give Oilfield Traders not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone, facsimile numbers email address, or business practice). The Client shall be liable for any loss by Oilfield Traders as a result of the Client’s failure to comply with this clause.
16.11 These terms and conditions and any contract to which they apply shall be governed by the laws of Western Australia in which Oilfield Traders has its principal place of business, and are subject to the jurisdiction of the Fremantle Magistrates Court. Fremantle WA.