To the fullest extent legally possible, all contracts and dealings between CCC Ingredients Pty Ltd, A.C.N. 678 648 185 & A.B.N. 76 678 648 185, (“CCCI”) (and each subsidiary, affiliate, associated company and related entities and any successors and assigns) and any customer relating to any goods (“goods”) or services (“services”) are subject to the Terms & Conditions of Sale set out below (“Terms”) unless CCCI and the Customer expressly agree otherwise in writing.

Definitions:

  • “Customer” means the party to whom CCCI has supplied its goods and services including but not limited to their subsidiary, affiliates, associated companies, related company successors or assigns.
  • “GST” means any tax or imposition on the supply of goods and services covered by A New Tax System (Goods and Services Tax) Act 1999 (Cth) (the “GST Act”) as amended from time to time.
  • “Delivery or delivered” means the time when the goods are transported from the premises of CCCI by whatever means or when CCCI advised the Customer the goods are available for collection.

Payment: Unless agreed to the contrary by CCCI and the Customer in writing payment for the goods must be made by the Customer:

  1. In the case of goods to be dispatched or delivered to an address in Australia, at the end of the month following the month from the date of delivery from the premises of
  2. In the case of goods to be delivered to an address in any other part of the world, payment shall be due upon delivery of shipping documents to the Customer or its agent or such other arrangement as CCCI and Customer shall agree upon in writing.
  3. If payment is not made on the due date, CCCI has the right, without prejudice to any other rights it may have, to suspend delivery of or at its option cancel any contract to supply goods to the Customer.
  4. If the Customer defaults in payment of any moneys payable to CCCI:
    1. CCCI may until payment is made in full and without prejudice to any other rights at law or in
    2. equity require the Customer to pay interest to CCCI on the amount outstanding at the rate of 4% per annum higher than the rate for the time being fixed under section 2 of the Penalty Interest Rates Act 1983 (Vic) computed upon the period of the
    3. The Customer cannot make any reduction from the price of the goods or claim any set off or counter claim against
    4. CCCI its servants and agents may enter the Customers premises without liability for trespass or otherwise repossess goods for which payment has not been made.

Risk and Title:

  1. Even if CCCI grants any credit facility and/or extension of time to pay for goods: property in goods shall not pass to the Customer until full payment has been received by CCCI of all monies owed and the Customer has met all other obligations in respect of the above Terms and all other contracts between CCCI and the Customer;
  2. until the obligations above have been satisfied, the Customer acknowledges and agrees that:
  3. the goods supplied are held by the Customer as bailee for CCCI;
  4. the Customer must store the goods supplied in such a way that it is clear that they are the property of CCCI;
  5. the Customer hereby irrevocably gives CCCI, its agents and servants, leave and licence without the necessity of giving any notice to enter on and into any premises occupied by the Customer to se rch for and remove any of the goods supplied to or in which CCCI has property as aforesaid without in any way being liable t company claiming through the Customer and if the go the Customer or any person or ds or any of them are wholly  or partially attached to or incorporated in any other goods, CCCI may where practical disconnect or sever in any way whatsoever as may be necessary to remove the goods;
  6. if the goods are sold, the Customer acknowledges that such a sale is by the Customer as bailee for and on behalf of CCCI and the Customer must hold the proceeds of such a sale in a separate account on trust for CCCI and identified as such in the books of the Customer;
  7. the Customer must not charge the goods in any way nor grant nor otherwise give any interest in the goods while they remain the property of CCCI; and
  8. CCCI may issue proceeding to recover all outstanding indebtedness to CCCI in respect of the goods or any other amounts owing to CCCI notwithstanding that ownership may have passed to the Customer;
  9. the Customer agrees that a certificate purporting to be signed by an officer of CCCI identifying goods as unpaid shall be conclusive evidence that the goods have not been paid for by the Customer and of CCCI’s title thereto;
  10. the risk in the goods shall pass to the Customer immediately upon delivery of the goods by CCCI;
  11. For the purposes of this clause 4, the Customer authorises CCCI to register a security interest as defined by the Personal Properties Securities Act 2009 (“PPSA”) in respect of the credit and / or goods supplied pursuant to these Terms or any other contract between CCCI and the Customer. The Customer agrees to execute all  documents necessary to create a security interest in the PPSA register and to pay all fees associated with such registration.

Implied Terms:

  1. It is acknowledged by CCCI that, under applicable State, Territory and Commonwealth Law(s) (including, without limitation, the Competition and Consumer Act 2010 (Cth) (“CCA”)), certain statutory guarantees and warranties (including without limitation, the statutory guarantees under the CCA) may be implied into these Terms and cannot be excluded by law (“Non- Excluded Guarantees”).
    1. CCCI further acknowledges that nothing in these Terms purports to modify or exclude the Non-Excluded Guarantees. Except as expressly set out in these Terms or in respect of the Non-Excluded Guarantees,
    2. CCCI makes no warranties or other representations under any contract with the Customer or these Terms. CCCI’s liability in respect of the warranties is limited permitted by law.

Limitation of liability:

    1. To the fullest extent this clause is subject at all times to the clause Except as required by law, CCCI supplies
      1. goods without any express or implied representation or warranty, and all implied conditions and warranties relating to the goods are
      2. Subject this clause and to the extent permitted by law, the liability of CCCI and its employees or agents for a breach of a Non-Excluded Guarantee in relation to the supply of goods or services at the CCCI’s to:
      3. in the case of goods
        1. the replacement or repair of the goods or the supply of equivalent goods; or
        2. a refund of the goods, or the payment of the costs of rep acing or repairing the goods or of acquiring equivalent goods; and
      4. in the case of services:
        1. the supplying of the services again; or
        2. a refund of the services or the payment of the cost of having the services supplied again.
      5. Subject to “Implied Terms”, the Customer acknowledges that:
        1. it does not rely upon and it is unreasonable for it to rely upon CCCI’s skill or judgment as to whether the acquired;
        2. goods supplied are reasonably fit for any purpose for which they are being purchased he sale of goods or the provision of services is description or sample; and
        3. to a sale of goods or provision of services by all goods are sold subject to the manufacturers trading terms and conditions and any warranty of the manufacturer.
        4. the Customer indemnifies CCCI from every liability, loss, damage, cost or expense directly or indirectly incurred or suffered by CCCI caused by or contributed to by any of the following:
          1. CCCI complying with any instruction of the Customer about the goods;
          2. any act or omission occurring after the goods have left the control of CCCI;
          3. the Customer’s, or any third party associated with the Custo er, failure to:
            1. adequately provide or display safety markings or safety information on or with the goods;
            2. comply with any law about the goods or their use (fo labelling or marking);
            3. example, their sale, marketing,
            4. take any reasonable precaution to bring to the attention of any potential users of the goods any dangers associated with goods;
          4. take any reasonable precaution to detect any matter in relation to which CCCI may become liable in any way (for example, under Australian Consumer Law);
          5. provide correct information to CCCI; and
          6. immediately advise CCCI (in writing) of any changes to the information provided to
          7. the Customer making any statement about the goods (for example, about their performance or characteristics) without CCCI’s approval;
          8. the use (or misuse) or operation of the goods by the Customer or any third party; and
          9. any negligence or breach of duty by the Customer or any third party or any breach by the Customer of these Terms.
    2. Subject to “Implied Terms” and the remainder of this clause, and except to the extent otherwise specified by law CCCI, its employees or agents will not be:
    3. liable for any loss or liability, however caused which may be suffered in connection with the supply of Goods under these Terms; and
    4. held liable for incidental, indirect or consequential damages or any kind whatsoever, including damages for loss of opportunity, loss of business, loss of revenue or loss of profits, even if due to the negligence of CCCI, its employees or
    5. all goods are sold subject to the manufacturers trading Terms and conditions and any warranty of the

Returns:

Subject to “Implied Terms”:

  1. any return of goods must first be approved by CCCI; CCCI may elect to accept a return of goods where the goods are in the same order and condition as they were in when supplied to the Customer;
  2. where CCCI elects to accept a return of goods, the Customer must pay to CCCI a re-stocking fee of 15% of the invoice value for the goods; and
  3. CCCI is under no obligation to provide a refund for goods

Orders:

The Customer agrees that: –

  1. each order it places shall be deemed to include a representation that it is solvent and able to pay all of its debts as and when they fall due; and
  2. when any order is placed, the Customer shall inform CCCI of any facts which might reasonably affect any decision to accept the order and/or grant Any failure to do so shall be deemed to create or constitute an inequality of bargaining position, the taking of an unfair advantage of CCCI and to be unconscionable, misleading, and deceptive.

Purchase Price:

  1. The price to be paid by the Customer to CCCI for the goods shall be the price provided to the Customer by CCCI at the time of ordering the goods, unless otherwise agreed by CCCI and the

Delivery:

  1. Subject to “Implied Terms”, delivery dates given by CCCI are approximate only and CCCI accepts no responsibility or duty to deliver. However, CCCI may elect to arrange delivery at its discretion at the Customer’s cost;
  2. CCCI will not be liable for any claim loss or expense sustained or incurred by any person arising out of or as a consequence of or as a result of any delay, failure or inability to deliver or install the goods;
  3. delivery discrepancy claims must be notified to CCCI within 7 days after receipt of goods;
  4. the Customer will be charged for any frustrated delivery or installation to an amount equal to CCCI’s costs of attempts to make delivery of the goods; and
  5. the Customer must accept and pay for the goods even if CCCI deliveries

Entire Agreement:

  1. These Terms constitute the entire agreement between CCCI and the Customer and supersede all prior representations, contracts, statements and understanding whether verbal or in writing. All other terms and conditions are excluded to the fullest extent permitted by law including any terms and conditions which the Customer may seek to impose. Any part of these Terms being a whole or part of a clause shall be capable of severance without effecting any other part of these Terms.

Recovery Costs:

  1. The Customer shall pay all costs and expenses incurred by CCCI, its legal advisers, mercantile agents, and others in respect of anything instituted or being considered against the Customer, whether for debt, possession of any goods or

Jurisdiction:

  1. These Terms and any contracts made between CCCI and the Customer are governed by the laws of the State of Victoria. CCCI and the Customer agree to submit to the exclusive jurisdiction of the Courts of

Credit Limit:

  1. The grant of any credit facility and/or the nomination of any credit limit is an indication only of CCCI’s intention at that time and CCCI may vary or withdraw any credit facility at any time at its discretion and without any liability to the Customer or any other person or

Force Majeure:

  1. CCCI is not liable for any failure to comply with these Terms or any other agreement for the sale of goods or services if the failure to comply (directly or indirectly) arises by virtue of a Force Majeure Event. For the purposes of this clause a “Force Majeure Event” is an event that is taken to be beyond the reasonable control of CCCI including (but without limitation) strikes, lock outs, accidents, war, fire, flood, explosion, shortage of power, breakdown of plant or machinery, shortage of raw materials from normal source of supply, act of God or any other direction of any local, state, or federal government, government authority or instrumentality. CCCI is not obliged to remedy such circumstances in respect of a Force Majeure Nothing in this clause 15 releases the Customer from any obligations to pay CCCI in accordance with these comply with these Terms.

Disputes:

  1. The Customer agrees to pay into a trust account (earning market interest) in the joint names of CCCI and the Customer any amount claimed by CCCI as a condition precedent to disputing any such claim on the basis that upon resolution of the dispute the trust funds and any interest shall be dispersed according to the resolution. This Clause shall operate as a bar to any defence and/or counterclaim by the Customer until complied with Customer Breach of Terms: Upon any default or breach by the Customer of these Terms, CCCI may (inter alia) retain all monies paid and/or cease further deliveries and/or recover from the customer all loss of profits arising and/or at CCCI’s discretion take immediate possession of any product not paid for, without prejudice to any other of its rights and without being liable in any way to any party.

GST:

  1. To the extent that a supply of services provided by CCCI, or any other supply, made under or pursuant to this agreement, is a “taxable supply” as defined in any GST Regulation, CCCI will increase its price in respect of that supply it makes by the amount of GST applicable to the supply.

Customer Warranty:

  1. The Customer warrants to CCCI that any patent registered design, trade mark, copyright or other intellectual property right involved in the order placed by the Customer is not and does not infringe any rights of any other party and the Customer hereby indemnifies CCCI against all actions, proceedings, claims, demands, damages, costs, and expenses which may be brought against CCCI or for which CCCI may sustain any loss or cost by reason of such

CCCI’s Rights:

  1. Any right that CCCI may have under these Terms is in addition to, and does not replace or limit, any other right that the CCCI may

Assignment:

  1. the Customer must not assign its benefits or obligations under these Terms without the prior written consent of CCCI in writing. CCCI may assign its rights and obligations under these Terms to another person without the consent of the

Variation:

  1. CCCI is entitled to vary these Terms at any time by providing the Customer 14 days prior written