FUDDLR – Credit Account Terms & Conditions
In consideration of Fuddlr supplying credit facilities, the Customer irrevocably agrees as follows:
1. Interpretation
1.1 “Supplier” shall mean “Fuddlr (ABN: 84 639 738 613),” its successors and assignees, or any person acting on behalf of and with the authority of Fuddlr Pty Ltd.
1.2 “Customer” or “Purchaser” shall mean the applicant described in this Agreement (or any person acting on behalf of and with the authority of the applicant including any Directors, Shareholders, or the Trustee of a Trust) or other forms as provided by the Supplier to the Customer.
1.3 “Guarantor” shall mean that person (or persons) who agrees to be liable for the debts of the Customer on a principal debtor basis.
1.4 “Goods” shall mean all Goods supplied and, if any, services supplied by the Supplier to the Customer and includes Goods described on any invoices, quotation, or any other forms as provided by the Supplier to the Customer.
1.5 “Price” shall mean the price payable for the Goods as agreed between the Supplier and the Customer.
1.6 “Agreement” shall mean this contract and all terms and conditions hereby stated within this document.
2. Acceptance of Agreement
2.1 Any instructions received by the Supplier from the Customer for the supply of Goods and/or the Customer’s acceptance of Goods supplied by the Supplier shall constitute acceptance of the Agreement.
2.2 Where more than one Customer has entered into this Agreement, the Customers shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Customer, the terms and conditions are binding and can only be amended with the written consent of the Supplier.
2.4 The Customer shall give the Supplier not less than ten (10) business days prior written notice of any proposed change of ownership of the Customer or any change in the Customer’s name and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s address, contact details, or business practice). The Customer shall be liable for any loss incurred by the Supplier as a result of the Customer’s failure to comply with this clause.
2.5 The Customer acknowledges and agrees that the Supplier may send the Customer commercial electronic messages for the purposes of communication, advertising and marketing. The Customer may notify the Supplier by email if they no longer agree to receive these messages.
3. Representation of Solvency
3.1 The Payer agrees and acknowledges that each order placed by the Purchaser constitutes a representation that the Payer is solvent and able to pay the accounts issued by Fuddlr to the Payer as and when they fall due. The minimum order value that will be accepted is A$1,000 excluding GST.
4. Goods out of Stock
4.1 When Goods are out of stock, they will be delivered with the Purchaser’s next order unless the Purchaser instructs Fuddlr otherwise in writing.
5. Price
5.1 At the Supplier’s sole discretion, the Price shall be either as indicated on invoices provided by the Supplier to the Customer in respect of Goods supplied, or the Supplier’s current price at the date of delivery of the Goods according to the Supplier’s current Price list; or the Supplier’s quoted Price which shall be binding upon the Supplier provided that the Customer accepts the Supplier’s quotation in writing within twenty-one (21) days.
5.2 The Supplier reserves the right to change the Price without notice in the event of any variation including, but not limited to, fluctuations in the currency exchange rate, fluctuations in Cost of Goods, or as a result of increases to the Supplier’s operating costs.
5.3 Payment shall be due twenty one (21) days from invoice date in which a statement is posted to the Customer’s address or emailed to the Customer’s email address.
5.4 If discounted prices are not paid by the due date for payment as shown on the invoice then the standard current published price applies.
6. Discounted Prices and Bonuses
6.1 All discounted prices and bonuses for Goods offered by Fuddlr will apply for the duration of the offer or until stocks of the Goods are exhausted, whichever is the earlier.
7. Delivery of Goods, Risk, and Title
7.1 At the Supplier’s sole discretion, delivery of the Goods shall take place when the Customer takes possession of the Goods at the Supplier’s business address or the Customer takes possession of the Goods at the Customer’s nominated address (in the event that the Goods are delivered by the Supplier or the Supplier’s nominated carrier).
7.2 At the Supplier’s sole discretion, the costs of delivery are for the Customer’s account, unless otherwise agreed in writing between the Supplier and the Customer.
7.3 The Supplier may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.
7.4 The failure of the Supplier to deliver shall not entitle either party to treat this contract as repudiated.
7.5 The Supplier shall not be liable for any loss or damage or delay occasioned whatsoever due to failure by the Supplier to deliver the Goods (or any of them) promptly or at all, where due to circumstances beyond the control of the Supplier.
7.6 If the Supplier retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer on delivery.
7.7 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Supplier is entitled to receive all insurance proceeds payable for the Goods.
7.8 Ownership of the Goods shall not pass until the Customer has paid the Supplier all amounts owing for the particular Goods and the Customer has met all other obligations due by the Customer to the Supplier in respect of all contracts between the Supplier and the Customer.
7.9 Receipt by the Supplier 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, and until then the Supplier’s ownership or rights in respect of the Goods shall continue.
7.10 The Goods shall be kept separate and identifiable until the Supplier has received payment and all other obligations of the Customer are met. If the Customer fails to return the Goods to the Supplier, the Supplier or its agent may enter the Customer’s premises and take possession of the Goods.
7.11 All goods must be unmarked and in saleable condition when returned by prior consent by the Supplier.
7.12 All pet food returns for credit other than those where the Company is solely responsible should be referred to the manufacturing company’s representative.
8. Supply Chain and Delivery Terms
8.1 The Customer acknowledges that delivery lead times may fluctuate due to availability and demand in the pet food industry. The Supplier shall use reasonable efforts to meet agreed delivery dates but does not guarantee delivery by the specified time. The Customer agrees to accept partial deliveries where the Supplier is unable to fulfil the full order in a timely manner.
8.2 The Customer shall notify the Supplier in writing of any supply shortages or issues with orders within 48 hours of receipt. Failure to notify the Supplier within this time frame shall be considered an acceptance of the Goods as delivered.
9. Stocking and Shelf Life of Goods
9.1 The Customer agrees to store pet food products according to the Supplier’s guidelines for temperature, humidity, and general storage conditions to ensure product integrity and quality.
9.2 The Customer understands that pet food products have specific expiration dates and agrees to monitor inventory levels to avoid stock becoming outdated. The Supplier shall not be liable for any loss, damage, or deterioration of pet food products past their expiration date, or if the Customer fails to adhere to the storage conditions specified.
10. Payment and Default of Payment
10.1 The Customer must pay without demand, deduction or set off all sums due to the Supplier in respect of the supply to the Purchaser of Goods on or before the payment due date, which is specified on the Supplier’s invoices.
10.2 The Supplier hereby acknowledges that where the Customer has appointed an Assignee, the Customer has assigned its debt in relation to the purchase of the Goods to that Assignee who shall have the liability as Payer under these terms and conditions.
10.3 Interest on overdue invoices shall accrue daily from the date when payment becomes due at a rate of five percent (5%) above the Reserve Bank of Australia Cash rate calculated daily and compounded monthly.
10.4 Any payment by the customer shall be credited first against the interest accrued to the date of payment and then against all monies due to the Supplier in date order, with the invoices for goods acquired by the Customer earliest in time being paid first.
10.5 If the Customer’s payment is dishonoured for any reason, the Customer shall be liable for dishonour fees incurred by the Supplier from the Supplier’s bank and an administration charge of $20.
10.6 If the Customer defaults in payment, the Customer shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in pursuing the debt, including legal costs, court fees, bailiff fees, court traveling fees, and the Supplier’s collection agency costs.
10.7 If the Customer is in breach of any obligation, the Supplier may suspend or terminate the supply of Goods to the Customer. The Supplier will not be liable for any loss or damage the Customer suffers because of this action.
10.8 The Supplier may cancel any order that remains unfulfilled, and all amounts owing to the Supplier become immediately payable if: (a) any money payable to the Supplier becomes overdue, or (b) the Customer becomes insolvent or enters into an arrangement with creditors, or a receiver is appointed.
10.9 Accounts trading outside our normal terms will be charged merchant fees if payment for an overdue account is made by credit card.
11. Personal Property Securities Act 2009 (“PPSA”)
11.1 The Customer waives its right to receive notices under the PPSA and agrees that the Supplier may perfect its interest in any goods by registration under the PPSA.
11.2 The Customer consents to the Supplier registering its interest in the Goods and agrees to do anything necessary to allow the Supplier to do so.
11.3 The Supplier may register any security interest in connection with these terms for the purposes of the PPSA (including security interest under a contract) for whatever class or classes of collateral the Supplier thinks fit, at Customer’s cost. Customer consents to any registration by the Supplier and may not make an amendment demand. Customer must do anything at its cost (such as obtaining consents, signing, and producing receipts and documents, getting documents signed and supplying information) which the Supplier asks and considers necessary for the purposes of ensuring that each such security interest is enforceable, perfected, and otherwise effective. Customer agrees to pay or reimburse the Supplier for any additional costs borne by the Supplier resulting from Customer’s failure to act at the Supplier’s request.
11.4 In relation to any security interest in connection with these terms: (a) the Supplier need not give any notice under the PPSA (including a notice of a verification statement) in relation to a security interest in connection with these terms unless the notice is required by the PPSA and cannot be excluded; (b) the Supplier need not comply with any of the provisions of the PPSA that would otherwise apply to the extent the law permits them to be excluded; and (c) Customer may not exercise rights under sections 142 (redemption of collateral) or 143 (reinstatement of security interest) of the PPSA to the extent the law permits them to be excluded.
11.5 If the Payer defaults under this Agreement, the Supplier may enforce its security interest in the Goods by exercising all or any of its rights under this Agreement or the PPSA, including, without limitation, the right to enter the Payer’s property or premises without notice to seize, dispose of or retain the Goods, without being liable to the Payer or any other party if the Supplier has reason to do so.
11.6 The Customer will notify the Supplier in writing of any anticipated change in the Payer’s name, address, contact details, business practice or other change in the Payer’s details registered on the PPSR, at least 10 days prior to effecting any such change, to enable the Supplier to register a Financing Change Statement if necessary.
11.7 The Customer will indemnify the Supplier against any liability that arises as a result of the Supplier’s exercise of this clause and upon demand reimburse the Supplier for all expenses incurred in registering a Financing Statement or Financing Change Statement on the PPSR or releasing any security interests.
11.8 The Purchaser waives its rights: (a) to receive any notice under the PPSA unless the notice is required by the PPSA and that requirement cannot be excluded; (b) to receive a verification statement in accordance with section 157 of the PPSA; (c) under sections 96, 125, 130, 132, 135, 137, 142 and 143 of the PPSA.
12. Retention of Title
12.1 The Supplier retains legal and equitable title in any Goods supplied to the Customer until payment in full for or in connection with the supply of the relevant Goods has been received by the Supplier.
12.2 Until Goods are sold, the Customer must keep the Goods safe and free from deterioration, destruction, loss or harm, clearly designate the Goods as the property of the Supplier, store them in such a way they are clearly identified as the property of the Supplier and keep full and complete records, firstly, of the physical location of the Goods and, secondly, the ownership of the Goods by the Supplier.
12.3 The Supplier is irrevocably entitled at any time and from time to time before sale of any item of Goods by the Customer to inspect or to recover and retake possession of such Goods and otherwise exercise in relation to the Goods any of its rights whether those rights are as owner and/or unpaid Customer or otherwise and whether those rights are conferred by common law, contract, statute or in any other way. In order to exercise such entitlement, the Supplier and its agents are irrevocably authorised by the Customer to enter any of the Customer’s premises or vehicles or those of any third party. The Customer agrees to obtain the consent of any such third party to such entry by the Supplier and to indemnify the Supplier and its agents for any liability arising from any entry upon such third parties’ premises or vehicles. The Supplier and its agents agree to take all reasonable care in removing the Goods from such premises or vehicles but, to the extent this liability may be disclaimed by law, are not liable for any damage or injury to such premises caused by the removal of the Goods.
12.4 This reservation of title and ownership is effective whether or not the Goods have been altered from their supplied form, or commingled with other goods.
13. Security and Charge
13.1 The Customer and/or the Guarantor agree to mortgage and/or charge their interest in land, realty, or other assets to the Supplier to secure all amounts payable under this Agreement. The Supplier may lodge a caveat over such assets if necessary. The Customer and/or the Guarantor acknowledge and agree that the Supplier (or the Supplier’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met.
13.2 The Customer and/or the Guarantor shall indemnify the Supplier for any costs incurred in enforcing this provision.
14. Defects & Returns
14.1 The Customer must inspect the Goods on delivery and notify the Supplier within 48 hours of any defect, shortage, or damage. Failure to notify within this time will presume the Goods are free from defects.
14.2 Returns will only be accepted if the Customer has complied with clause 14.1, the Supplier has agreed in writing to accept the return, and the Goods are returned at the Customer’s cost.
14.3 The Supplier may accept the return of Goods for credit, but this may incur a handling fee of 30% of the value of the returned Goods plus any freight.
14.4 Goods deemed to be “clearance” or “defective” at the time of sale are not acceptable for return or credit.
15. Recalls and Product Liability
15.1 The Customer agrees to immediately notify the Supplier of any concerns or incidents that may require the recall of any pet food product sold. In the event of a product recall, the Customer shall cooperate with the Supplier in identifying affected stock and ensuring its return or removal from sale.
15.2 The Customer acknowledges that they are responsible for complying with relevant laws and regulations regarding the sale of pet food, including food safety standards and labelling laws. The Supplier shall not be liable for any losses incurred by the Customer due to non-compliance with these regulations.
16. Exclusion of Liability
16.1 Except as provided herein and to the maximum extent permitted by law, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability of the Goods for any purpose are hereby expressly excluded and the Supplier shall not be liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, or default with the Goods or arising out of the conduct of the Supplier or in any way whatsoever.
16.2 The Customer agrees to indemnify and hold the Supplier harmless from any and all claims, damages, liabilities, and expenses arising from the sale or use of the Goods, including but not limited to claims related to mislabelling, health risks, allergies, or animal welfare issues, unless caused by negligence or intentional misconduct by the Supplier.
16.3 To the fullest extent possible the Customer waives any possible cause of action or rights they may have under or in respect of the CCA (including Schedule 2 Australian Consumer Law) or any other legislation which is to any extent similar to that Act or any portion of such legislation touching or concerning anything the subject of or incidental to this Agreement, and release and indemnify to the fullest extent possible the Supplier and all persons or entities associated with the Supplier from and against (as the case may be) any claim or liability (if any) arising out of or incidental to any such cause of action or right or any like cause of action or right of any other person or entity whatsoever.
17. Warranty
17.1 For Goods not manufactured by the Supplier, the warranty shall be the current warranty provided by the manufacturer of the Goods.
18. Marketing and Branding
18.1 The Customer agrees to promote the Supplier’s pet food products or products using the Supplier’s trademarks, marketing materials, and branding guidelines, and shall not alter or misuse any such materials without prior written consent from the Supplier.
18.2 If the Customer is authorised to use the Supplier’s brand name, they must do so in a way that protects the integrity and reputation of the Supplier’s brand in the marketplace.
19. Credit Terms Specific to Pet Food Industry
19.1 Due to the nature of the pet food market, the Supplier may implement a seasonal adjustment to the credit terms, increasing credit limits during periods of high demand (e.g., holidays, special promotions) and decreasing credit limits during off-peak periods to reduce risk. The Customer agrees to these seasonal adjustments based on the Supplier’s discretion.
19.2 The Customer acknowledges that some pet food products may have specific shelf-life requirements, and as such, the Supplier reserves the right to reduce credit or limit orders of products approaching expiration dates.
20. Cancellation of Agreement
20.1 The Supplier may cancel this Agreement or any contract at any time before the Goods are delivered, with written notice to the Customer.
20.2 The Customer shall be liable for any loss incurred by the Supplier due to the cancellation, including loss of profits.
20.3 The Supplier may cancel this Agreement or any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice, the Supplier shall repay to the Customer any sums paid in respect of the Price. The Supplier shall not be liable for any loss or damage whatsoever arising from such cancellation.
20.4 In the event that the Customer cancels delivery of the Goods the Customer shall be liable for any loss incurred by the Supplier (including, but not limited to, any loss of profits) up to the time of cancellation.
20.5 If the Payer or the Purchaser: (a) fails to make any payment due under the Agreement or commits any other breach of any of its obligations under the Agreement; or (b) suffers any execution; (c) commits an act of bankruptcy; (d) makes any composition or arrangement with creditors; (e) stops payment or ceases or threatens to cease to carry on its business or pay its debts as and when they fall due; (f) being a company, passes a resolution for winding up except for the purposes of a solvent reconstruction or has a receiver appointed over any of its property, or an administrator appointed, or has a winding up petition presented against it; or (g) breaches this Agreement; then the Supplier may at its option and in its absolute discretion, treat the Agreement as terminated and any amounts owing to the Supplier then unpaid whether or not due under the terms of this Agreement (including any amount arising from any outstanding but unfilled orders as at the date of termination) shall become immediately due and payable, and such termination shall be without prejudice to any claim or rights that the Supplier may possess.
21. Customer’s Disclaimer
21.1 The Customer disclaims any right to rescind, cancel, or sue for damages or restitution arising out of inadvertent misrepresentation made by the Supplier.
22. General
22.1 If any provision of this Agreement is invalid, void, or unenforceable, the validity of the remaining provisions shall not be affected.
22.2 This Agreement shall be governed by the laws of Victoria and subject to the jurisdiction of the courts of Victoria.
22.3 The Supplier shall not be liable for any indirect or consequential loss or expense suffered by the Customer arising out of a breach by the Supplier of these terms and conditions.
22.4 In the event of any breach of this contract by the Supplier, the remedies of the Customer shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
22.5 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by the Supplier nor to withhold payment of any invoice because part of that invoice is in dispute.
22.6 The Supplier may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
22.7 The Supplier reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Supplier notifies the Customer of such change.
22.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
22.9 The failure by the Supplier to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Supplier’s right to subsequently enforce that provision.
22.10 The Customer hereby warrants that the information supplied herein is true, accurate and correct and is supplied for the purpose of obtaining credit.
23. Privacy Act 1988 (Privacy Act) and Privacy Amendment Act 2012
23.1 The Customer authorises the Supplier to make enquiries to verify the Customer’s financial solvency, including obtaining credit and financial information. The Supplier may disclose personal information to third parties as necessary for credit decisions and debt collection.
23.2 The Customer authorises the Supplier to make any enquiries and obtain all information the Supplier considers necessary to verify the financial solvency of the Customer including seeking details about the Customer’s credit history, credit worthiness and other related information from: (a) trade referees, providers of credit and financial institutions; (b) mercantile companies; and (c) other relevant parties. The Customer authorises any person approached by the Supplier to provide the Supplier with this information. If in the course of the Supplier’s enquiries or dealings with the Customer, the Supplier wishes to access or collect ‘personal information’ as defined under the Privacy Act 1988 (Cth) from the Applicant or the other parties mentioned above, this information will be accessed, collected, stored and used for the purposes of enabling the Supplier to decide whether or not to provide credit facilities to the Customer and to assist with the collection of any debt. Without this information the Supplier may not be able to provide credit facilities to the Customer. The Supplier may provide access to or otherwise disclose such personal information to third parties to the extent the Supplier is authorised or required by law to do so. In particular the Supplier may disclose personal information to: (a) credit reference agencies; (b) any party appointed by the Supplier to enforce payment of any debt; (c) the Supplier’s related bodies corporate and/or to third parties in connection with the sale of the Supplier’s receivables; and (d) a third party (if the Supplier has agreed to be a trade referee for the Customer with respect to such third party). The Customer agrees to the collection, use and disclosure of any such personal information by the Supplier in the manner contemplated in this clause. If the Customer is an individual, the Customer has certain rights to access and request the correction of any personal information which the Supplier holds about the Customer.
24. Privacy & Consumer Protection (Pet Food Specific)
24.1 The Customer acknowledges the Supplier’s right to collect information as necessary for the provision of credit, particularly information related to the Customer’s compliance with animal health and safety standards, which may be subject to additional scrutiny due to the nature of the product.
24.2 The Supplier agrees to protect the Customer’s information in accordance with relevant privacy laws, but may be required to disclose information related to pet food safety, health risks, or product recalls to regulatory authorities, including but not limited to food safety or animal welfare agencies.
25. Pet Food Industry-Specific Force Majeure
25.1 The Supplier shall not be liable for failure to perform any obligations if such failure is caused by circumstances beyond the Supplier’s control, including but not limited to: (a) disruptions in the pet food supply chain, (b) changes in regulatory requirements impacting the production or sale of pet food products, or (c) any animal health crisis, disease outbreaks, or similar events that could significantly affect production or supply.
Confidentiality
These terms, Company’s Policies, any contract and any communications Company has with customer regarding Company’s terms and conditions of supply (including without limitation pricing) are Company’s confidential information. Customer or customer’s employees must not disclose this confidential information to any person (except to legal, financial or business advisers for the purpose of seeking advice relating to the terms and conditions), without Company’s prior written consent. Customer must notify Company immediately of any unauthorised use or disclosure of Company’s confidential information. Nothing in this clause prevents customer from disclosing Company’s confidential information if customer reasonably believes (after seeking legal advice) that it is required to be disclosed by law or stock exchange (except this paragraph does not permit customer to disclose or authorise the disclosure of any information under sections 275(1) and (4) of the PPSA unless section 275(7) of the PPSA applies) as long as customer notifies Company immediately when customer becomes aware that such disclosure may be required so that Company may take steps to lawfully resist that disclosure. This obligation of confidentiality will survive expiration or termination of these terms and will continue until the information ceases to be confidential.
Applicable Law and Jurisdiction
This Agreement shall be governed and construed by the laws applicable in the State of Victoria and the parties submit to the non-exclusive jurisdiction of the courts of that place in respect of any dispute of whatsoever nature arising under this Agreement or its implementation or enforcement.
FUDDLR PTY LTD 181 Rouse Street, Port Melbourne VIC 3207 0416 165 987 | fuddlr@outlook.com