Reseller Terms of Trade for Australia
1. APPLICABILITY AND ACCEPTANCE OF THESE TERMS
1.1 These Reseller Terms of Trade (“Terms”) apply to each order that Thomson Reuters (Professional) Australia Limited ABN 64 058 914 668 of Level 6, 19 Harris Street, Pyrmont NSW 2009 (“we”) accept from a trade customer (“you”) for the supply of goods to you for resale within Australia only.
1.2 Your acceptance of goods from us means that you accept these Terms. No variation by you of these Terms will be valid unless our authorised representative gives you written confirmation that that variation is accepted.
1.3 We may make changes to these Terms from time to time to accommodate changes in law, business practice or the introduction of new goods. If we do, we will notify you in writing at least 30 days before those changes take effect. Your acceptance of further goods and/or payment of further instalments due after the date we notify you of a change is deemed acceptance of those changes. If you do not want to accept the changes, you are entitled to terminate any ongoing subscription affected by written notice to us before the changes take effect.
1.4 For the purposes of these Terms:
(a) a reference to “writing” includes any method of representing words, figures or symbols in a permanent and visible form including online or in an electronic communication;
(b) a reference to “online” or to an electronic communication includes a communication of information in the form of data, text or images by means of guided and/or unguided electromagnetic energy, including by means of the Internet.
1.5 You may purchase goods from us pursuant to these Terms for resale only. Rental of our goods to a third party is strictly prohibited unless you have the prior written consent of a statutory director of Thomson Reuters (Professional) Australia Limited or unless required otherwise by law.
2. PRICES, CHARGES AND PAYMENT
2.1 You agree to pay in full the amount specified on any invoice rendered by us for goods supplied to you within 30 days of the date of the invoice (unless we agree otherwise in writing).
2.2 If you purchase a product through us that is published by another company within the Thomson Reuters group of companies (another company), you will be required to pay our cost of the importation of the product and we may charge a delivery fee for delivering the product to your address. The importation cost will be included in the product price on the invoice for the goods. The delivery fee may be listed separately on the invoice or included in the product price.
2.3 If we have to convert the price or the charge for the cost of importation from another currency, you agree that we have absolute discretion in relation to the exchange rate used to make the conversion.
2.4 All American Express payments are subject to a surcharge. We reserve the right to make changes to this surcharge from time to time or to extend the surcharge to other methods of payment. If we do make any changes, we will notify you in writing before the changes take effect.
2.5 We may make available or send documents and information to you, including invoices, by means of an electronic communication. You acknowledge that we are not liable in respect of:
(a) any error, omission or loss of confidentiality arising from an electronic communication;
(b) any unauthorised copying, recording or interference with a document;
(c) any delay or non delivery of a document; or
(d) any damage caused to your system or files by such electronic transmission (including by any computer virus).
2.6 Delivery charges may also apply for priority orders and orders below a certain value. These charges will be specified on your invoice
3. ORDER AND DELIVERY
3.1 All orders for goods must be in writing and addressed to:
(AU) 1300 304 196 / (Intl) +61 2 8587 7052
Thomson Reuters (Professional) Australia Ltd
Level 6, 19 Harris Street PYRMONT NSW 2009;
3.2 You accept that dates we give you for delivery are our best estimate, are given in good faith and may be subject to change without notice.
3.3 We will deliver goods ordered to the address supplied on your order form or to an alternate address that we agree in writing.
3.4 You agree that delivery will be complete when the goods are dispatched to your nominated address. Delivery by us to a carrier will be deemed to be delivery to you.
4. RISK AND TITLE
4.1 The risk in any goods that you order from us will pass to you on delivery irrespective of when payment is completed.
4.2 You agree that all goods remain our property until you have paid for them in full. Until then, you acknowledge that we remain the equitable and legal owner and that you are in possession of those goods only as our bailee until you have completed payment.
4.3 You are liable to pay in full the price of any goods delivered to you, subject to any agreed discounts. If you fail to pay for goods by the due date for payment, we will be entitled to retake possession of the goods, resell them and keep the proceeds of the sale. Any shortfall remaining in the amount owing after resale will remain a debt owed by you.
4.4 Application of the Personal Properties Securities Act 2009 (Cth) (“the PPSA”)
You acknowledge that:
(a) for so long as you order goods from us, the PPSA will apply to those purchases;
(b) you grant to us a Purchase Money Security Interest (PMSI) under the PPSA in respect of all goods supplied to you pursuant to these terms. PMSI has the meaning given to it in section 14 of the PPSA; and
(c) you consent to us registering a PMSI under the PPSA and will do all things reasonably necessary to assist us to register a PMSI.
(a) We can apply to the Registrar (as contemplated in section 10 of the PPSA) to register our PMSI in the goods at any time prior to or after the purchase of goods by you from us.
(b) We are responsible for:
(i) the preparation and registration of the financing statement or Financing Change Statement (as contemplated in section 10 of the PPSA); and
(ii) payment of fees (if any) associated with the registration.
(c) You waive the right to receive from us a verification statement.
4.6 Disposal or Retention of goods
(a) If we seize goods in accordance with this clause 4, we are entitled to:
(i) dispose of the goods;
(ii) retain the goods; or
(iii) deal with the goods in any way we see fit.
4.7 Your Obligations
(a) You have an obligation to give us notice if another party with a Security Interest in the goods, seizes or otherwise deals with our PMSI in the goods. Security Interest has the meaning given to that term in section 12 of the PPSA.
(b) If you grant any Security Interest in the goods to another party, that other party must acknowledge the priority of our PMSI.
4.8 Contracting Out
We and you agree that the following provisions of the PPSA do not apply to these Terms: section 95 (notice of removal of 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 collateral); section 129 (disposal by purchase); section 130 (notice of disposal), to the extent that it requires the secured party to give a notice to the grantor; section 132(3)(d) (contents of statement of account after disposal); section 132(4) (statement of account if no disposal); section 134(1) (retention of collateral); section 135 (notice of retention); and section 142 (redemption of collateral).
5. RETURNS POLICY
5.1 If you return goods following the procedures set out in this clause 5 and within the specified time period, we (in our absolute discretion) will either issue you with a credit or refund the purchase price paid by you for the returned goods.
5.2 A request to return product may only be made:
(a) within thirty (30) working days of delivery if the goods were damaged in transit to you;
(b) within thirty (30) days of the date of the invoice if the goods were incorrectly supplied by us;
(c) at any time if you ordered too much stock, provided that your returns for this reason do not exceed 10% of the value of total stock ordered in the immediately preceding twelve (12) month period; or
(d) not more than one month prior to publication of a new edition of the same title and provided that you have ordered like quantities of the new edition of that title.
5.3 The request to return goods must be in writing, include the ISBN, title and quantity.
5.4 On receipt of a correctly submitted request to return product, a Return Authority will be issued with pre-addressed authorised return labels. One copy of the Return Authority must be returned with the goods and an authorised returns label affixed to the outside of each box.
5.5 All stickers and marks must be removed from the goods, they must be returned in merchantable condition together with the Return Authority within 30 days of the date of issue of the Return Authority. If the goods are returned because they are old editions or they were damaged in transit to you, you need only return the title and cover page of the product with the Return Authority.
5.6 Goods which are custom published at your request may not be returned.
5.7 If you wish to return stock, because you ordered too much:
(a) we reserve the right to refuse returned stock where your total returns of over-ordered stock in the immediately preceding twelve month period exceed 10% of the total value of stock ordered during that period; and
(b) we will only accept that stock if it is returned within six (6) months of the invoice date where the stock you are returning was published by another company.
5.8 If you order too much stock, you are responsible for organising return and paying any freight charges associated with the return of that stock. Similarly, you will be responsible for the charges associated with returned goods which are damaged in transit due to bad or insufficient packaging by you.
5.9 Except where required by law, you will not be entitled to a refund or credit if you return goods, but do not comply with our returns policy. Returning goods outside the return period will NOT entitle you to a refund or exempt you from paying the balance of the purchase price.
6. UNANTICIPATED EVENTS
6.1 We may cancel or suspend delivery of any ordered product in the event of any delay or non-performance due directly or indirectly to wars, terrorism, strikes, lockouts, delays or defaults of manufacturers or suppliers, act of God, or any other cause beyond our reasonable control.
7.1 If you default in performing your obligations under these Terms and we incur expenses in enforcing our rights under these Terms (for example and without limitation, expenses incurred by us in recovering any moneys owed by you to us), you must pay to us any reasonable costs on demand (including all legal costs on a full indemnity basis).
8.1 If you are one or more individuals, this clause 8 applies. You acknowledge that personal information concerning you collected or held by us may be used for a variety of purposes including:
(a) to supply products and services that you have ordered;
(b) to administer your account and to enforce this contract; and
(c) for marketing purposes which may include disclosure of your information to other members of the global Thomson Reuters group of companies.
8.2 If you do not want us to use your personal information for marketing purposes, please advise us in writing.
8.3 You also agree that if you provide us with personal information about any other individual, you will ensure that the individual is aware:
(a) that you have supplied their personal information to us and the reason; and
(b) of the details in this clause 8 which apply to information we collect about them as well as information we collect about you
8.5 If you fail to provide any information requested by us, we may be unable to supply the products and services that you order or request.
8.6 In most circumstances, you have a right to access any personal information which we collect and hold about you and to have it corrected if it is wrong. Please contact our Privacy Officer to ask for access to your information or if you have a complaint concerning your information privacy. We may deny your request for access in some circumstances but if we do this we will tell you why.
8.7 You consent to us sharing your personal information with other Thomson Reuters group companies including those overseas and with our service providers who are located overseas.
8.8 If you apply to us for credit terms we may give certain information about you including identity particulars to a credit reporting agency and we will tell you separately about other uses and disclosures of your personal information relevant to your application for, or our provision of, credit.
8.9 In these Terms “personal information” has the meaning given to it in the Privacy Act 1988(Cth).
9.1 In these Terms the terms “GST”, “supply” and “tax invoice” have the meaning given to those terms in the A New Tax System (Goods and Services) Tax Act 1999 (Cth) and the term “GST” also includes any penalties or additional tax imposed in relation to the GST payable in relation to the supply of goods under these Terms.
9.2 Any amount payable by you under clause 2 is inclusive of GST.
9.3 If the amount of GST paid or payable by us on a sale made to you differs from the amount of GST you have paid to us for the goods sold, then the amount of GST paid by you will be adjusted either by further payment by you to us or repayment to you by us of the amount of the adjustment.
9.4 In relation to any GST paid by a party under these Terms, including any adjustment, the payee will provide the pay or with a tax invoice.
10. TERMINATION FOR BREACH
10.1 Without prejudice to any other right at law, either party may terminate these Terms by giving written notice, if the other party has failed to remedy a material breach of any term of these Terms within 21 days of being given written notice of the breach (the notice to include details of the relevant breach). Where you have breached a material term, we may elect in the alternative, to cease supply of products or services to you until we are reasonably satisfied that you have remedied the breach.
11. DISCLAIMER OF LIABILITY AND WARRANTIES
11.1 If any law or regulation including but not limited to the Competition and Consumer Act 2010(Cth) and the Australian Consumer Law, confers rights and remedies on you in relation to the provision by us of products or services ordered by you which cannot be excluded, restricted or modified (“Non-excludable Rights”), we do not exclude any Non-excludable Rights but we do exclude all other conditions and warranties implied by custom, law or statute.
11.2 Except as provided for by the Non-excludable Rights:
(a) all products and services ordered by you are provided without warranties of any kind, either express or implied;
(b) we do not warrant that those products and services will be complete or free from all errors;
(c) we do not warrant that information will continue to be available to us to enable us to keep those products and services up-to-date; and
(d) all representations are expressly excluded and you have not relied on any representations in ordering products and services from us.
11.3 Subject to clause 11.1, under no circumstances (including but not limited to any act or omission on our part) will we be liable for any loss or damages (including, without limitation, indirect, incidental, special or consequential or punitive damages and damages for loss of profits) whatsoever which result from any use, or any inability to use, our products or services.
11.4 To the fullest extent permitted by law, our liability for breach of any implied warranty or condition which cannot be excluded, but can be limited, is limited, at our option to supply of the good or service ordered by you again or paying for their resupply.
12. STATUS OF RESELLER
12.1 You acknowledge that you:
(a) you are a commercial buyer and not a consumer;
(b) you are acting as a principal in your dealings with customers and not as our agent or the agent of any of our affiliates; and
(c) you are buying the publications for the purposes of resale and not for your own account.
13.1 You must not assign or transfer these Terms or any right or obligation under these Terms to any third party without our prior written consent which consent shall not be unreasonably withheld; however, upon at least 60 days written notice to us, you may assign these Terms to any present or future parent, subsidiary, or affiliate, or as part of the sale of your business using the goods provided hereunder, or pursuant to any merger, consolidation or other reorganisation, without our consent PROVIDED THAT the assignee is solvent and capable or performing the assignor’s obligations contemplated in these Terms.
13.2 We may assign these Terms or any right arising out of these Terms by giving written notice to you.
13.3 As assignee of either party, as authorised hereunder, shall assume all of the rights and obligations of the assigning party set forth in these Terms.
14. GOVERNING LAW
14.1 These Terms will be governed by and construed according to the law of New South Wales and the parties agree to submit to the jurisdiction of the courts and tribunals of or exercising jurisdiction in that State.