Phone: 07 3256 9777 Address: 33/14 Argyle Street, Albion QLD 4010
© 2021 Gateway Products Pty Ltd Terms of Trade Quality Policy Contact Us
1.1. In these Terms of Trade:
1.1.1. “Customer” shall mean any person or entity purchasing Goods or services in accordance with these Terms of Trade;
1.1.2. “Goods” shall mean any functional food ingredients or food processing products supplied by Gateway Products to the Customer, as described on any invoice or other document of Gateway Products subject to these Terms of Trade, as well as any other goods or property supplied by Gateway Products to the Customer, and in each case includes all such goods and property so supplied: (a) whether or not by item or kind that enables them to be identified; (b) which are or comprise inventory of the Customer;
1.1.3. “Gateway Products” shall mean Gateway Products Pty Limited ABN 30 095 346 642 and any related body corporate of Gateway Products within the meaning of section 50 of the Corporations Act 2001 (Cth); and
1.1.4. “Price” shall mean the amount invoiced by Gateway Products to the Customer, being the cost of the Goods set out in the price list current when Gateway Products accepts the order (or such cost otherwise agreed in writing) plus any other costs incurred by Gateway Products in delivering the Goods to the Customer. The Price shall be exclusive of Goods and Services Tax (unless stated otherwise) and the Customer shall pay to Gateway Products Goods and Services Tax calculated on the Price in accordance with clause 5.
2.1. The only terms which are binding upon Gateway Products are:
2.1.1. those set out in these Terms of Trade or otherwise agreed to by Gateway Products; and
2.1.2. those, if any, which are imposed by law and which cannot be excluded.
3.1. The price list of Gateway Products is not an offer to sell but is an invitation to treat only.
3.2. The prices shown in the price list are subject to alteration without notice.
3.3. Any order for Goods placed by the Customer with Gateway Products shall be irrevocable and binding on the Customer and shall be deemed to be acceptance by the Customer of the provisions of these Terms of Trade.
3.4. Gateway Products may, at its sole discretion, decline or accept an order in whole or in part.
3.5. Gateway Products shall not be required to accept an order unless the Customer provides an order number or other notification of its commitment acceptable to Gateway Products.
4.1. In the absence of any written agreement by Gateway Products to the contrary, the Goods shall be deemed to be sold to the Customer at the Price.
4.2. If Gateway Products accepts an order, it must supply the Goods at the price shown in the price list current when Gateway Products accepts the order, unless otherwise agreed in writing.
4.3. The Customer shall pay the Price for the Goods sold by Gateway Products no later than the expiration of the calendar month following the date of Gateway Products’ invoice (Due Date).
4.4. Payment must be treated as made:
4.4.1. if cash is tendered- on the date it is tendered; and
4.4.2. if a cheque (bank or otherwise) or other negotiable instrument is tendered- on the date upon which the cheque or other negotiable instrument is negotiated and cleared by Gateway Products’ bankers.
4.5. Time is of the essence in respect of the Customer’s obligation to make payment for Goods sold by Gateway Products to the Customer.
4.6. If the Customer defaults in making payment to Gateway Products in accordance with these Terms of Trade, Gateway Products may in its absolute discretion:
4.6.1. charge the Customer interest calculated on the portion of the Customer’s account overdue at the rate of 2.5% per month (or part month thereof) on any amount not paid by the Customer to Gateway Products by its due date; and
4.6.2. require the Customer to reimburse Gateway Products for all collection costs including legal costs incurred by Gateway Products calculated on a solicitor and client basis as a consequence of Gateway Products instructing its solicitor to provide advice to it in connection with the default and/or to institute such recovery process as Gateway Products in its discretion decides.
4.7. Any payments tendered by the Customer to Gateway Products must be applied as follows:
4.7.1. first as reimbursement for any collection costs incurred by Gateway Products in accordance with clause 4.6.2;
4.7.2. secondly, in payment of any interest charged to the Customer in accordance with clause 4.6.1; and
4.7.3. thirdly, in satisfaction or part satisfaction of the oldest portion of the Customer’s account.
5.1. In this clause 5 GST means GST as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended (GST Act) or any replacement or other relevant legislation and regulations.
5.2. The Price to be paid under any other clause of these Terms of Trade for any supply made under or in connection with these Terms of Trade (including the Price at which the Goods are sold) does not include GST.
5.3. To the extent that any supply made under or in connection with these Terms of Trade (including the supply of the Goods) is a taxable supply, the GST exclusive consideration otherwise to be paid or provided for that taxable supply is increased by the amount of any GST payable in respect of that taxable supply and that amount must be paid at the same time and in the same manner as the GST exclusive consideration is otherwise to be paid or provided. A party’s right to payment under this clause is subject to a valid tax invoice being delivered to the recipient of the taxable supply.
6.1. Unless otherwise specified in writing, delivery is at the Gateway Products’ store and the cost of transportation of the Goods must be paid by the Customer.
6.2. Where a place of delivery other than at the Gateway Products’ store is specified in writing, Gateway Products must pay the costs of transportation of the Goods to the place of delivery, except that if the Customer requires delivery by overnight transport, air freight, or other special delivery, the costs must be paid by the Customer at the same time as, and in addition to, the Price.
6.3. If a delivery date is specified, that date is an estimate only and Gateway Products is not liable for any delay in delivery.
6.4. If Gateway Products is unable to supply the Customer’s total order, these Terms of Trade continue to apply to the Goods supplied.
7.1. The Customer must inspect the Goods immediately upon delivery and must within 7 days after the date of inspection give written notice to Gateway Products, with particulars, of any claim that the Goods are not in accordance with the contract. If the Customer fails to give that notice, then to the extent permitted by statute, the Goods must be treated as having been accepted by the Customer and the Customer must pay for the Goods in accordance with the provisions of these Terms of Trade.
8.1. The Customer must not return any Goods which the Customer claims are not in accordance with the contract (whether or not the Goods are treated as accepted by the Customer), unless Gateway Products has first given its written approval to their return. Their return must then be with freight and cartage prepaid by the Customer.
8.2. If the Customer has given its written approval to the return of Goods treated as accepted under clause 7:
8.2.1. Gateway Products will only give credit up to the amount of the Price of the Goods in respect of which the claim is made, if they are in a saleable condition; and
8.2.2. Gateway Products may charge a handling charge equivalent to 10% of the Price of the Goods returned, unless the Customer is a “consumer” for the purposes of the Trade Practices Act 1974 (Cth) or similar State or Territory legislation.
8.3. If Gateway Products has given its written approval to the return of Goods which are not treated as accepted by the Customer under clause 7, Gateway Products must refund the freight and cartage to the Customer if the Customer’s claim that the Goods are not in accordance with the contract is found to be valid.
9.1. Goods supplied by Gateway Products to the Customer are at the Customer’s risk immediately on delivery to the Customer or into the Customer’s custody (whichever is the sooner). The Customer must insure the Goods at its cost from delivery of the goods until they are paid for in full against such risks as it thinks appropriate and must note the interest of Gateway Products on the policy and produce a certificate to this effect to Gateway Products on request.
10.1. Gateway Products excludes liability for all statements, whether express or implied, made prior to the acceptance by the Customer of these Terms of Trade, or that are not set out expressly in these Terms of Trade.
10.2. The Customer acknowledges that it has not been influenced into purchasing the Goods as a result of any representations made by Gateway Products, or it employees or agents, that are not set out in these Terms of Trade.
10.3. The only conditions and warranties which are binding on Gateway Products in respect of:
10.3.1. the state, quality or condition of the Goods supplied by it to the Customer; or
10.3.2. advice, recommendations, information or services supplied by it, its employees, servants or agents to the Customer regarding the goods, their use and application,
10.3.3. are those impacted and required to be binding by statute (including the Trade Practices Act 1974 (Cth)).
10.4. To the extent permitted by statute, Gateway Products excludes all liability in respect of the Goods arising from warranties, guarantees, or conditions referred to in clause 10.3 is, at Gateway Products’ option, limited to and completely discharged:
10.4.1. in the case of the Goods, by either:
10.4.2. the supply by Gateway Products’ of equivalent goods; or
10.4.3. the replacement by Gateway Products of the Goods supplied to the Customer; and
10.4.4. in the case of advice, recommendations, information or services, by supplying the advice, recommendations, information or services again.
10.5. Except as provided in this clause 10, all conditions and warranties implied by law in respect of the state, quality or condition of the Goods which may apart from this clause be binding on Gateway Products are excluded.
10.6. Except to the extent provided in this clause 10, Gateway Products shall not be liable (including liability in negligence) to the Customer or any other party for any loss or damage consequential or otherwise suffered or incurred by that Customer or any other party in relation to the Goods or advice, recommendations, information or services, made on the part of Gateway Products or its employees or agents. The benefit of this particular term shall extend to such employees or agents of Gateway Products.
10.7. Gateway Products excludes all liability (including liability in negligence), without limiting clause 10.6, in respect of any loss or damage consequential or otherwise suffered or incurred by that person caused by or resulting directly or indirectly from any failure, defect or deficiency of any kind of or in the Goods or advice, recommendations, information or services, given by Gateway Products, it employees, its agents, or its suppliers.
10.8. The Customer acknowledges that the Customer does not rely and it is unreasonable for the Customer to rely on the skill or judgement of Gateway Products as to whether the Goods supplied are reasonably fit for any purpose for which they are being acquired, and that the sale is not a sale of goods by description or sample.
10.9. All the Goods are manufactured from high-grade materials and to rigid specifications, but since Gateway Products has no control over the conditions under which the Goods are applied, used, stored, transported or handled, the Customer is advised to conduct their own tests to determine the suitability of any Goods before adapting them to its own use.
10.10. No liability is accepted for the infringement of any patents or legislation as a result of the Customer receiving Goods or advice from Gateway Products or its employees or agents.
11.1. The Customer indemnifies Gateway Products, regardless of any negligence on the part of Gateway Products, against:
11.1.1. all losses incurred by Gateway Products;
11.1.2. all claims brought against the Customer or Gateway Products by third parties in connection with the Customer’s resale of the Goods supplied by Gateway (including where the Goods are used as an ingredient in the Customer’s own products);
11.1.3. all recall costs incurred by the Customer or any third parties in connection with the Goods supplied by Gateway Products and in respect of the claims in 11.1.2;
11.1.4. all liabilities incurred by Gateway Products; and
11.1.5. all costs actually payable by Gateway Products to its own legal representatives (whether or not under a costs agreement) and other expenses incurred by Gateway Products in connection with a demand, action, arbitration or other proceeding (including mediation, compromise, out of court settlement or appeal), arising directly or indirectly as a result of or in connection with the supply of Goods by Gateway Products to the Customer unless caused by wilful misconduct on the part of Gateway Products or any of its employees or agents acting within the scope of their employment.
11.2. Gateway Products or any of its employees or agents acting within the scope of their employment. The Customer must pay to Gateway Products all liabilities, costs and other expenses referred to in clause 11.1, whether or not Gateway Products has paid or satisfied them.
12.1. The following shall constitute a default by the Customer under these Terms of Trade:
12.1.1. the Customer defaults under these Terms of Trade;
12.1.2. if any other creditor of the Customer seizes any Goods or any other creditor intimates that it intends to seize any Goods;
12.1.3. if any Goods in the possession of the Customer are materially damaged while any sum due from the Customer to Gateway Products remains unpaid;
12.1.4. the Customer commits an act of bankruptcy, a receiver is appointed to any part of the Customer’s assets, or the Customer goes into liquidation, administration, or some other form of insolvency administration whether formal or informal;
12.1.5. a court judgment is entered against the Customer and remains unsatisfied for seven (7) days;
12.1.6. the Customer ceases to carry on business; or
12.1.7. any material adverse change in the financial position of the Customer occurs.
12.2. The Customer gives irrevocable authority to Gateway Products, at any time to enter any premises:
12.2.1. upon which Gateway Products’ Goods are situated to enable Gateway Products:
12.2.2. to inspect the goods; and/or
12.2.3. after default by the Customer to reclaim possession of the Goods and any other products into which the Goods have become part of.
12.3. The provisions of this clause 12 apply despite any arrangement between the parties under which Gateway Products grants the Customer credit. Where Gateway Products grants the Customer credit for a specific period, the credit period or for that period or until the resale of the Goods by the Customer or their use by the Customer in a manufacturing or construction process of its own or a third party, whichever is the earlier.
12.4. Gateway Products may commence legal action against the Customer if the Goods are not paid for within Gateway Products’ usual credit terms or any separate arrangement for credit made by Gateway Products with the Customer although property in the Goods has not passed to the Customer.
12.5. Gateway Products may resell any repossessed Goods and credit the Customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs), or may retain any repossessed Goods and credit the Customer’s account with the invoice value thereof less such sum as Gateway Products reasonably determines on account of wear and tear, depreciation, obsolescence, loss of profit and costs.
12.6. At any time following a default, Gateway Products reserves the right to appoint any person to be a receiver of all or any of the Goods. The receiver has the power to do all things in relation to the Goods as if the receiver has absolute ownership of the Goods, without in any way affecting any other powers conferred on a receiver by law or otherwise.
12.7. On a default by the Customer, Gateway Products may reallocate any payments previously received and allocated.
12.8. Gateway Products shall not be liable for any costs or losses incurred by the Customer or any third party as a result of exercising and enforcing any of its rights under these Terms of Trade.
13.1. Property in the Goods does not pass from Gateway Products to the Customer until payment of the money owing for those Goods, and any other money owing by the Customer to Gateway products, has been paid. The Customer in the meantime takes custody of the Goods and retains them as the fiduciary agent and bailee of Gateway Products.
13.2. Where the Customer does not make payment in respect of specific Goods, payment must be treated as having been made first in respect of Goods which have passed out of the possession of the Customer, and then in respect of whatever Goods still in the possession of the Customer, Gateway Products elects.
13.3. Until the Goods have been paid for in full for the Customer:
13.3.1. must properly store, protect and insure the Goods, including storing them in a manner that shows clearly that they are the property of Gateway Products;
13.3.2. may sell the Goods, in the ordinary course of its business, but only as fiduciary agent of Gateway Products. The Customer has no authority to bind Gateway Products to any liability by contract or otherwise and must not purport to do so. The Customer receives all proceeds, whether tangible or intangible, direct or indirect, of any dealing with the Goods (including any proceeds from insurance claims) in trust for Gateway Products and must keep the proceeds in a separate bank account until the liability to Gateway Products is discharged; and
13.3.3. agrees not to sell, assign, charge or otherwise encumber or grant any interest over any obligations which any third party may owe to the Customer as a result of the use, manufacture or resale of the goods (Book Debts).
13.4. If the Customer uses any of the Goods in a manufacturing or construction process of its own or a third party and sells the product of the manufacturing or construction process (Manufactured Product), then the Customer holds such party of the proceeds of the sale of any Manufactured Product as relates to any Goods sold by Gateway Products to the Customer and used in the manufacturing or construction process in trust for Gateway Products. That part must be treated, for the purpose of quantifying how much the Customer holds in trust for Gateway Products but for no other purpose, as being equal in dollar terms to the amount owing by the Customer to Gateway Products at the time of the receipt by the Customer of the proceeds of sale for all Goods sold by Gateway Products to the Customer.
13.5. In clause 13.4, if the amount owing by the Customer to Gateway Products is greater than the proceeds of sale of the Manufactured Product, the balance remains owing by the Customer to Gateway Products.
13.6. If the sale Price of all Goods sold by Gateway Products to the Customer is greater than the sum of:
13.6.1. the proceeds actually received by Gateway Products in respect of all dealings by the Customer with the Goods (including the sale of Manufactured Product referred to in clauses 13.4 and 13.5); and
13.6.2. all other payments received by Gateway Products in respect of the Goods, the difference remains a debt owing by the Customer to Gateway Products.
13.7. Following damage to the Goods in transit where Gateway Products is responsible for freight costs, the Customer must notify the Freight Forwarder concerned and send full particulars of damage (including invoice, freight numbers and the date of the notification of damage to the Freight Forwarder) to Gateway Products Pty Ltd, within 7 days of delivery. No credit can be issued unless this procedure is adhered to.
13.8. Following damage to the Goods in transit where the Customer is responsible for freight costs, any claim for damage must be made directly against the relevant Freight Forwarder concerned. Gateway Products accepts no responsibility for damage in transit in such instances.
13.9. In any instance where the Customer believes that Goods supplied by Gateway Products are damaged or below acceptable quality (other than where clauses 16.3 or 16.4 would apply), any claim to be made on Gateway Products in respect of those Goods must be notified to Gateway Products within 7 days of delivery. With reference to the surrounding facts, Gateway Products reserves the right to reject any such claim if, in the reasonable opinion of Gateway Products, the quality of the Goods delivered is considered acceptable.
13.10. Gateway Products is entitled to reclaim possession of the Goods, even if they have been paid for in full, in satisfaction of all debts owing to Gateway Products, if any of the following events occurs (Insolvency Event):
13.10.1. the Customer defaults under these Terms of Trade;
13.10.2. the Customer commits an act of bankruptcy;
13.10.3. a receiver is appointed to the Customer;
13.10.4. the Customer goes into liquidation, administration, or some other form of insolvency administration whether formal or informal;
13.10.5. the Customer ceases to carry on business;
13.10.6. the Customer enters into a scheme or compromises with its creditors; without prejudice to any other rights of Gateway Products.
14.1. If a party is prevented from or delayed in complying with an obligation (other than to pay money) by an event beyond its reasonable control, performance by it of that obligation is suspended during the time, but only to the extent that, compliance is prevented or delayed.
5.1. Notices or other communications connected with these Terms of Trade will be deemed to have been sufficiently given if they are in writing and delivered by hand or sent by ordinary post or by being transmitted by facsimile.
16.1. These Terms of Trade represent the entire agreement and understanding between Gateway Products and the Customer on everything connected with the subject matter of these Terms of Trade. These Terms of Trade supersede any prior agreement or understanding on anything connected with that subject matter. Each supply and sale shall be effected pursuant to these Terms of Trade unless otherwise agreed in writing. Any invoice or other document evidencing or describing any Goods in incorporated into and forms part of these Terms of Trade.
16.2. Gateway Products and the Customer have entered into these terms and conditions without relying on any representation by the other of any person purporting to represent the other.
16.3. Failure or delay by Gateway Products to exercise a power or right under these Terms of Trade shall not be deemed to be a waiver by Gateway Products of that power or right. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right. A waiver is not effective unless it is in writing. Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.
16.4. If any provision in these Terms of Trade is found to be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
17.1. The law of Queensland governs these Terms of Trade.
17.2. The parties submit to the non-exclusive jurisdiction of the courts of Queensland and of the Commonwealth of Australia.
17.3. The application of the United Nations Convention on Contracts for the International Sale of Goods (known as the Vienna Sales Convention 1980) and the provisions of the Sale of Goods (Vienna Convention) 1986 are excluded from these Terms of Trade.
Phone: 07 3256 9777 Address: 33/14 Argyle Street, Albion QLD 4010
© 2021 Gateway Products Pty Ltd Terms of Trade Quality Policy Contact Us