Terms and Conditions - Siegel Adhesives

SIEGEL Australia (ABN 35 609 511 542)
TERMS & CONDITIONS OF SALE AND/OR SUPPLY

These terms and conditions (“Terms”) apply (unless otherwise previously agreed in writing) to the supply of Goods by Siegel to a Customer from time to time. These Terms constitute the entire agreement between the parties relating in any way to its subject matter. For the avoidance of doubt, any supply of Goods by Siegel to the Customer made after the date of acceptance of these Terms, shall be a supply pursuant to this master supply agreement constituted by these Terms and the relevant purchase order accepted by Siegel and such supply shall not be deemed to give rise to new or separate agreements.

1. Definitions
“Additional Charges” includes all delivery, handling and storage charges, goods and services tax, stamp duty, interest, legal and other costs of recovery of unpaid money and all other government imposts and all money, other than the Purchase Price, payable by the Customer to Siegel arising out of the sale of the Goods;
“Customer” means the person to or for whom the Goods are to be supplied by Siegel;
“Goods” means the goods sold to the Customer by Siegel and includes any services provided by Siegel to Customer;
“Siegel” means Siegel Pty Ltd (ABN 35 609 511 542) trading as Siegel.
“PPSA” means Personal Property Securities Act 2009 (Cth);
“Purchase Price” means the list price for the goods as charged by Siegel at the date of delivery or such other price as may be agreed by Siegel and the Customer prior to delivery of the Goods;
“Terms” means these terms and conditions of sale and/or supply and as amended by the Company in writing from time to time.

2. General Conditions
An order given to Siegel is binding on Siegel and the Customer, if:
(a) a written acceptance is signed for or on behalf of Siegel; or
(b) the Goods are supplied by Siegel in accordance with the order.
Acceptance of any quotation or any request by the Customer or order whether written or verbal for performance of work or supply of Goods shall be deemed to be the Customer’s acceptance of these Terms and these Terms will override any conditions contained in the Customer’s order.
Siegel reserves the right to accept a part only of any order by notifying the Customer in writing or by delivering the Goods to the Customer. No order is binding on Siegel until accepted by it. An order which has been accepted in whole or in part by Siegel cannot be cancelled by the Customer without obtaining the prior written approval of Siegel, which it may refuse in its absolute discretion.
Siegel may amend these Terms at any time and from time to time. Siegel will endeavour to notify customers when there is an amendment to the Terms, however, responsibility rests on the Customer to contact Siegel to obtain the latest version of the Terms prior to making a purchase.

3. Goods & Services Tax and Cancellation Charges
The Customer is responsible for the reimbursement of GST where applicable.
If at any time after the commencement of manufacture the Customer cancels or terminates the contract entered into with Siegel, Siegel may apply, without prejudice, cancellation charges covering all work done, materials ordered or allocated and compensation for loss of profit.
4. Delivery and Storage:
(a) Delivery does not include unloading unless specifically stated on quotation;
(b) Delivery periods specified in the quotation are deemed to commence once Siegel receives the Customer’s official order including all information required for manufacture;
(c) Delivery periods are estimates only and Siegel will not be liable for any loss suffered or damage caused to the Customer as a result of Siegel being unable to fulfill delivery within such period;
(d) Delivery will be made in normal working hours (i.e. Monday to Friday 8.00 a.m. to 5.00 p.m.);
(e) Goods supplied by Siegel shall be at the Customer’s risk immediately on delivery to the Customer or into custody on the Customer’s behalf (whichever is the sooner) and the Customer should be therefore insured accordingly;
(f) If the Customer is unable to accept delivery of the Goods on delivery in accordance with these Terms, then the Customer shall be liable to pay any storage costs incurred;
(g) All Goods delivered to the Customer must be stored in a closed area by the Customer in accordance with Siegel’ instructions as issued to the Customer from time to time.

5. Price and Payment
(a) The Customer must pay the Purchase Price and the Additional Charges to Siegel;
(b) If the Customer is in default, Siegel may at its option withhold further deliveries or cancel a contract without prejudice to any of its existing rights;
(c) All payments for Goods supplied must be made to Siegel by the Customer within 30 days from the end of the month during which the invoice is issued unless specified otherwise in writing by Siegel. Interest is charged at the rate of 1.5% per month or part of a month from the expiry of that period until the date payment is received by Siegel;
(d) All amounts payable by the Customer under these Terms must be paid without set-off or counter claim of any kind.

6. Return of Goods
To the extent permissible by law:
(a) Goods specifically manufactured to order will not be accepted for return or credit; and
(b) proprietary items may be accepted subject to approval by Siegel and at a 10% restocking fee.

7. Title of Goods:
(a) Notwithstanding that the risk in the Goods may have passed to the Customer, Siegel and the Customer agree that ownership of the Goods shall not pass until:
(i) the Customer has paid Siegel all amounts owing for the particular Goods; and
(ii) the Customer has met all other obligations due by the Customer to Siegel in respect of all contracts between Siegel and the Customer.

(b) Receipt by Siegel of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised an until then Siegel’ ownership or rights in respect of the Goods shall continue.
(c) It is further agreed that:
(i) where practicable the Goods shall be kept separate and identifiable until Siegel shall have received payment and all other obligations of the Customer are met;
(ii) until such time as ownership of the Goods shall pass from Siegel to the Customer Siegel may give notice in writing to the Customer to return the Goods or any of them to Siegel. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and
(iii) Siegel shall have the right of stopping the Goods in transit whether or not delivery has been made; and
(iv) if the Customer fails to return the Goods to Siegel then Siegel or Siegel’ agent may (as the invitee of the Customer) enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Goods are situated and take possession of the Goods; and
(v) the Customer is only a bailee of the Goods and until such time as Siegel has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to Siegel for the Goods, on trust for Siegel; and
(vi) the Customer shall not deal with the money of Siegel in any way which may be adverse to Siegel; and
(vii) the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of Siegel; and
(viii) Siegel can issue proceedings to recover the Price of the Goods sole notwithstanding that ownership of the Goods may not have passed to the Customer; and
(ix) until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other Goods the parties agree that Siegel will be the owner of the Goods.

8. Personal Property Securities Act 2009 (“PPSA”)
(a) Defined terms in this clause 8 have the same meaning as given to them in the PPSA.
(b) Siegel and the Customer acknowledge that these Terms constitute a Security Agreement and entitle Siegel to claim a Purchase Money Security Interest (“PMSI”) in favour of Siegel over the Collateral supplied or to be supplied to the Customer as Grantor pursuant to these Terms.
(c) The goods supplied or to be supplied under these Terms fall within the PPSA classification of “Other Goods” acquired by the Customer pursuant to these Terms.
(d) Siegel and the Customer acknowledge that Siegel, as Secured Party, is entitled to register its Security Interest in the Collateral supplied or to be supplied to Customer pursuant to these Terms on the PPS Register.
(e) To the extent permissible at law, the Customer:
(i) waives its right to receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted by the Customer to Siegel.
(ii) agrees to indemnify Siegel on demand for all costs and expenses, including legal costs and expenses on a solicitor / client basis, associated with the;
I. registration or amendment or discharge of any Financing Statement registered by or on behalf of Siegel; and
II. enforcement or attempted enforcement of any Security Interest granted to Siegel by the Customer.
(iii) agrees that nothing in sections 130 and 143 of the PPSA will apply to these Terms or the Security under these Terms;.
(iv) agrees to waive its right to do any of the following under the PPSA:
I. receive notice of removal of an Accession under section 95;
II. receive notice of an intention to seize Collateral under section 123;
III. object to the purchase of the Collateral by the Secured Party under section 129;
IV. receive notice of disposal of Collateral under section 130;
V. receive a Statement of Account if there is no disposal under section 132(4);
VI. receive a Statement of Account under section 132(3)(d) following a disposal showing the amounts paid to other Secured Parties and whether Security Interests held by other Secured Parties have been discharged.
VII. receive notice of retention of Collateral under section 135;
VIII. redeem the Collateral under section 142; and
IX. reinstate the Security Agreement under section 143.
(f) All payments received from the Customer must be applied in accordance with section 14(6)(c) of the PPSA.

9. Liability and Warranty
The liability of Siegel is limited, to the extent permissible by law and at Siegel’s option in relation to the Goods to:
(a) the replacement of the Goods or the supply of equivalent goods;
(b) the repair of the Goods;
(c) the payment of the cost of replacing the Goods or of acquiring equivalent goods; or
(d) the payment of the cost of having the Goods repaired. Goods are sold and advice is given in good faith. To the extent permitted at law, all other warranties whether implied or otherwise, not set out in these Terms are excluded and Siegel is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate the Customer for:
(a) any increased costs or expenses;
(b) any loss of profit, revenue, business, contracts or anticipated savings;
(c) any loss or expense resulting from a claim by a third party; or
(d) any special, indirect or consequential loss or damage of any nature whatsoever caused by Siegel’ failure to complete or delay in completing the order to deliver the Goods.
Nothing in these Terms is intended to have the effect of contracting out of any applicable provisions of the Competition and Consumer Act 2010 (“CCA”) or the Fair Trading Acts (“FTA”) in each of the States and Territories of Australia (including any substitute to those Acts or re-enactment thereof), except to the extent permitted by those Acts where applicable.
Where the supply of the Goods to a Customer is a consumer sale, these Terms shall be subject to any laws or legislation governing the rights of consumers and shall not affect the consumer’s statutory rights.

10. Rights of Siegel
If Siegel elects not to exercise its rights, entitlements or any other action as provided for in these Terms it shall not prejudice Siegel’ right to exercise such rights, entitlements or other action in any other related or unrelated matter under such Terms.
11. Force Majeure
Siegel shall not be liable to the Customer whatsoever for any defect, loss, damage or delay caused by strikes, lockouts, damage to or breakdown of plant, Government interference, earthquake, civil commotion, force majeure or any other cause beyond its control.

12. Conditions
Any Terms shown on any Quotation Form issued by Siegel shall be in addition to, and shall not derogate from these Terms.

13. Conditions Unlawful
If any of these Terms are unlawful or invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted.

14. On Sale
The Customer agrees that upon on-sale of any Goods to third parties it must not make any misrepresentations to third parties about the Goods.

15. Indemnity
To the full extent permitted by law, the Customer must indemnify Siegel and keep Siegel indemnified from and against any liability and any loss or damage Siegel may sustain, as a result of any breach, act or omission, arising directly or indirectly from or in connection with any breach of any of these Terms by Customer or its representatives.
16. Jurisdiction
The Customer acknowledges and agrees that these Terms shall be governed by the laws of New South Wales, and the laws of the Commonwealth of Australia which are in force in New South Wales. The parties to these Terms submit to the non-exclusive jurisdiction of the courts of New South Wales and the relevant federal courts and courts competent to hear appeals from those courts.

SIEGEL PTY LTD New Zealand (NZBN 9429051360795)
TERMS & CONDITIONS OF SALE AND/OR SUPPLY

1. Definitions
“Additional Charges” includes all delivery, handling and storage charges, goods and services tax, stamp duty, interest, legal and other costs of recovery of unpaid money and all other government imposts and all money, other than the Purchase Price, payable by the Customer to Siegel arising out of the sale of the Goods;
“Customer” means the person to or for whom the Goods are to be supplied by Siegel;
“Goods” means the goods sold to the Customer by Siegel and includes any services provided by Siegel to Customer;
“Siegel” means Siegel Pty Ltd (NZBN 9429051360795), trading as Siegel.
“PPSA” means Personal Property Securities Act 1999 (NZ);
“Purchase Price” means the list price for the goods as charged by Siegel at the date of delivery or such other price as may be agreed by Siegel and the Customer prior to delivery of the Goods;
“Terms” means these terms and conditions of sale and/or supply and as amended by the Siegel in writing from time to time.

2. General Conditions
All references to $ and dollars are to New Zealand currency and payments can only be made in New Zealand dollars.
An order given to Siegel is binding on Siegel and the Customer, if:
(a) a written acceptance is signed for or on behalf of Siegel; or
(b) the Goods are supplied by Siegel in accordance with the order.
By placing an order, you are offering to purchase the Goods subject to the following conditions. Part 3 of the Contract and Commercial Law Act 2017 (NZ) will not apply to any sale of products under these terms.
If you are in trade and are acquiring any products supplied by Siegel for business or commercial purposes (including resupplying them in trade), you agree and acknowledge that:
(a) the products supplied by Siegel are supplied to, and acquired by you, in trade;
(b) the provisions of the Consumer Guarantees Act 1993 (New Zealand) and sections 9, 12A and 13 of the Fair Trading Act 1986 (New Zealand) do not apply to these terms; and
(c) it is fair and reasonable for you and us to contract out of those provisions.
If any provision in these terms is deemed an “unfair contract term” pursuant to the Fair Trading Act 1986 in respect of any consumer or any customer, that provision will not apply to that consumer or customer.
Acceptance of any quotation or any request by the Customer or order whether written or verbal for performance of work or supply of Goods shall be deemed to be the Customer’s acceptance of these Terms which exist at the time of acceptance and those Terms will override any conditions contained in the Customer’s order.
Siegel reserves the right to accept a part only of any order by notifying the Customer in writing or by delivering the Goods to the Customer. No order is binding on Siegel until accepted by it. An order which has been accepted in whole or in part by Siegel cannot be cancelled by the Customer without obtaining the prior written approval of Siegel, which it may refuse in its absolute discretion.
Siegel may amend these Terms at any time and from time to time. Siegel will endeavour to notify customers when there is an amendment to the Terms, however, responsibility rests on the Customer to contact Siegel to obtain the latest version of the Terms prior to making a purchase.

3. Goods & Services Tax and Cancellation Charges
The Customer is responsible for the reimbursement of GST where applicable.
If at any time after the commencement of manufacture the Customer cancels or terminates the contract entered into with Siegel, Siegel may apply, without prejudice, cancellation charges covering all work done, materials ordered or allocated and compensation for loss of profit.
4. Delivery and Storage:
(a) Delivery occurs as indicated on the sales order / quotation. Delivery will be deemed to have occurred at the point of loading the Goods ready for collection, whether to a courier or getting the Goods ready for collection by the customer or any other party. For the avoidance of doubt, dDelivery does not include unloading the Goods unless specifically stated on quotation;
(b) Delivery periods specified in the quotation are deemed to commence once Siegel receives the Customer’s official order including all information required for manufacture;
(c) Delivery periods are estimates only and Siegel will not be liable for any loss suffered or damage caused to the Customer as a result of Siegel being unable to fulfill delivery within such period;
(d) Delivery will be made in normal working hours (i.e. Monday to Friday 8.00 a.m. to 5.00 p.m.);
(e) Goods supplied by Siegel shall be at the Customer’s risk immediately on delivery to the Customer or into custody on the Customer’s behalf (whichever is the sooner) and the Customer should be therefore insured accordingly;
(f) If the Customer is unable to accept delivery of the Goods on delivery in accordance with these Terms, then the Customer shall be liable to pay any storage costs incurred;
(g) All Goods delivered to the Customer must be stored in a closed area by the Customer in accordance with Siegel’s instructions as issued to the Customer from time to time.

5. Price and Payment
(a) The Customer must pay the Purchase Price and the Additional Charges to Siegel;
(b) If the Customer is in default or where any payment is overdue, Siegel may in its full discretion withhold further deliveries until all money owing to Siegel is repaid in full or cancel a contract without prejudice to any of its existing rights;
(c) All payments for Goods supplied must be made to Siegel by the Customer within 30 days from the end of the month during which the invoice is issued unless specified otherwise in writing by Siegel. Otherwise, the outstanding money will accrue interest at the rate of the then current Reserve Bank of Australia cash rate plus 4% calculated daily and capitalising daily on and from the date of the invoice until the date full payment of the outstanding amount plus all accrued interest is received by Siegel;
(d) All amounts payable by the Customer under these Terms must be paid without set-off or counter claim of any kind.

(b) Receipt by Siegel of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised an until then Siegel’ ownership or rights in respect of the Goods shall continue.
(c) It is further agreed that:
(i) the Goods shall be kept separate and identifiable until Siegel shall have received payment and all other obligations of the Customer are met;
(ii) until such time as ownership of the Goods shall pass from Siegel to the Customer Siegel may give notice in writing to the Customer to return the Goods or any of them to Siegel. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and
(iii) Siegel shall have the right of stopping the Goods in transit whether or not delivery has been made; and
(iv) if the Customer fails to return the Goods to Siegel then Siegel or Siegel’ agent may (as the invitee of the Customer) at any time enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Goods are situated or may reasonably supposed to be situated and take possession of the Goods, without any liability to the Customer or any third party. To the extent Siegel is liable to any third party for actions taken pursuant to this clause, the Customer will indemnify Siegel for such liability; and
(v) the Customer is only a bailee of the Goods and until such time as Siegel has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to Siegel for the Goods, on trust for Siegel; and
(vi) the Customer shall not deal with the money of Siegel in any way which may be adverse to Siegel; and
(vii) the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest, including any security interest, in the Goods while they remain the property of Siegel; and
(viii) Siegel can issue proceedings to recover the Price of the Goods sole notwithstanding that ownership of the Goods may not have passed to the Customer; and
(ix) until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other goods the parties agree that Siegel will be the owner of those other goods (Comingled Goods). The Customer must use best endeavours not to covert the Goods into other goods until such time that the Customer has paid Siegel in full for the Goods.

8. Personal Property Securities Act 2009 (“PPSA”)
(a) Defined terms in this clause 8 have the same meaning as given to them in the PPSA.
(b) Siegel and the Customer acknowledge that these Terms constitute a Security Agreement and entitle Siegel to claim a security interest and a Purchase Money Security Interest (“PMSI”) in favour of Siegel over the Goods supplied or to be supplied (and their proceeds) to the Customer as Debtor pursuant to these Terms and a security interest in any Comingled Goods and their proceeds. The Customer will at Siegel’s request promptly sign any documents, provide all necessary information and do anything else required by Siegel to ensure that the security interest constitutes a perfected security interest, as defined in the PPSA, and which will have priority over all other security interests in the Goods, any Comingled Goods, and their proceeds.
(c) Siegel and the Customer acknowledge that Siegel, as Secured Party, is entitled to register its Security Interest in the Collateral supplied or to be supplied to Customer pursuant to these Terms on the PPS Register.
(d) To the extent permissible at law, the Customer:
(i) waives its right to receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted by the Customer to Siegel.
(ii) agrees to indemnify Siegel on demand for all costs and expenses, including legal costs and expenses on a solicitor / client basis, associated with the;
I. registration or amendment or discharge of any Financing Statement registered by or on behalf of Siegel; and
II. enforcement or attempted enforcement of any Security Interest granted to Siegel by the Customer.
(iii) agrees that nothing in sections 114(1)(a) and 133 of the PPSA will apply to these Terms or the Security under these Terms;.
(iv) agrees to waive its right to do any of the following under the PPSA:
I. receive a statement of account under section 116;
II. receive notice of a secured party’s proposal to retain Collateral under section 120(2);
III. object to a secured party’s proposal to retain collateral under section 121;
IV. not have goods damaged when a secured party removes an accession under section 125;
V. not be reimbursed for damage caused when a secured party removes an accession under section 126;
VI. refuse permission to remove an accession under section 127;
VII. receive notice of the removal of an accession under 129; and
VIII. apply to the court for an order concerning the removal of an accession under section 131.
(e) The Customer must give Siegel at least 14 days’ prior written notice if the Customer changes its name.

9. Liability and Warranty
The liability of Siegel is limited, to the extent permissible by law and at Siegel’s option in relation to the Goods to:
(a) the replacement of the Goods or the supply of equivalent goods;
(b) the repair of the Goods;
(c) the payment of the cost of replacing the Goods or of acquiring equivalent goods; or
(d) the payment of the cost of having the Goods repaired. Goods are sold and advice is given in good faith.
To the extent permitted at law, all other warranties whether implied or otherwise, not set out in these Terms are excluded and Siegel is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate the Customer for:
(a) any increased costs or expenses;
(b) any loss of profit, revenue, business, contracts or anticipated savings;
(c) any loss or expense resulting from a claim by a third party; or
(d) any special, indirect or consequential loss or damage of any nature whatsoever caused by Siegel’ failure to complete or delay in completing the order to deliver the Goods.
Nothing in these Terms is intended to have the effect of contracting out of any applicable provisions of the Consumer Guarantees Act 1993 (NZ) and the Fair Trading Act 1986 (NZ) (including any substitute to those Acts or re-enactment thereof), except to the extent permitted by those Acts where applicable.
Where the supply of the Goods to a Customer is a consumer sale, these Terms shall be subject to any laws or legislation governing the rights of consumers and shall not affect the consumer’s statutory rights.

12. Conditions
Any Terms shown on any Quotation Form issued by Siegel shall be in addition to, and shall not derogate from these Terms.

13. Conditions Unlawful
If any of these Terms are unlawful or invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted.

14. On Sale
The Customer agrees that upon on-sale of any Goods to third parties it must not make any misrepresentations to third parties about the Goods.

15. Indemnity
To the full extent permitted by law, the Customer must indemnify Siegel and keep Siegel indemnified from and against any liability and any loss or damage Siegel may sustain, as a result of any breach, act or omission, arising directly or indirectly from or in connection with any breach of any of these Terms by Customer or its representatives.
16. Jurisdiction
The Customer acknowledges and agrees that these Terms shall be governed by the laws of New Zealand. The parties to these Terms submit to the non-exclusive jurisdiction of the courts of New Zealand.