LePets Pty Ltd ATF LePets Unit Trust trading as Envon Pet Supplies  |  ABN 28 836 385 636

Definitions

In these Terms, the following words have the meanings given below unless the context requires otherwise:

 

“ATL” means an Authority to Leave instruction provided by the Customer authorising the carrier to leave Goods unattended at the delivery address without obtaining a signature.

 

“Goods” means all goods, materials, parts, labour and/or services supplied by Envon to the Customer.

 

“Promotional Items” means any Goods supplied by Envon to the Customer at a discounted, nil, or below-standard price as part of a promotional offer, bonus deal, free gift, or marketing programme, as designated by Envon from time to time in its sole discretion.

 

“Terms” has the meaning given in clause 1.2.

 

1. General

1.1 These Terms and Conditions govern the entire agreement between LePets Pty Ltd ATF LePets Unit Trust trading as Envon Pet Supplies ABN 28 836 385 636 (“Envon”) and the applicant named in the Credit Application (“Customer”).

 

1.2 The agreement between Envon and the Customer consists only of:

• these Terms and Conditions, as amended by Envon from time to time; and
• any terms implied by law which cannot be lawfully excluded,

(together, the “Terms”).

 

1.3 Any terms and conditions submitted by the Customer, whether in a purchase order or otherwise, that are inconsistent with or additional to these Terms will not apply and do not constitute a counter-offer unless expressly agreed in writing by Envon.

 

1.4 By accepting delivery or supply of all or any part of the Goods, the Customer is deemed to have accepted these Terms to the exclusion of all other terms.

 

2. Credit Terms

2.1 For all new customers, the first three (3) orders must be placed on a pro forma basis.

 

2.2 Credit terms may be offered only to approved customers who:

• have completed three (3) pro forma orders within the current financial year or within a reasonably short period; and
• are expected to trade with Envon on a regular basis.

 

2.3 Completion of a credit application and approval by Envon does not automatically entitle the Customer to the credit limit applied for. Envon will determine the actual credit limit in its sole discretion, having regard to the Customer’s order history and other relevant factors.

 

2.4 Unless otherwise agreed by Envon in writing, payment for Goods is due on or before thirty (30) days from the date of the invoice.

 

2.5 Envon may charge interest on overdue amounts at a rate equal to four percent (4%) above the interest rate applicable to judgment debts in New South Wales.

 

2.6 Payments made by credit card may be subject to the credit card surcharge applicable at the date of payment.

 

2.7 Any approval by Envon to extend credit to the Customer may be revoked, suspended or withdrawn by Envon at any time without prior notice.

 

2.8 Envon may set off against any money owing to the Customer any amount owed by the Customer to Envon on any account.

 

2.9 Any payment received from the Customer in relation to overdue amounts may be applied by Envon in the following order:

• accrued interest;
• reasonable expenses and legal costs referred to in clause 2.10; and

 

2.10 The Customer must pay all reasonable costs and expenses incurred by Envon in recovering amounts owed by the Customer or enforcing these Terms, including debt collection commission, legal costs on a full indemnity basis, court filing fees, and other recovery expenses.

 

3. B2B Ordering Account and Minimum Order Value

3.1 Envon operates exclusively as a business-to-business (B2B) wholesale supplier. All customers must be registered businesses, and all Goods are supplied for commercial resale or business use only.

 

3.2 To ensure efficient warehouse operations, Envon will process orders only where the order value is at least $150.

 

3.3 If Envon agrees to process an order below $150, a handling surcharge of $20 will be added.

 

3.4 Envon may suspend the Customer’s account if the account remains inactive for a prolonged period.

 

3.5 Delivery Address Requirements

 

3.5.1 As a B2B wholesale supplier, Envon requires all nominated delivery addresses to be commercial or business premises. A commercial or business delivery address ensures timely delivery, safe transit of Goods, and minimises the risk of failed deliveries, redelivery fees, and loss or damage in transit.

 

3.5.2 Where a Customer nominates a residential address as the delivery address, the Customer must provide a valid ATL instruction at the time of placing the order. By providing an ATL instruction, the Customer:

• authorises the carrier to leave the Goods unattended at the delivery address if no person is present to accept delivery;
• acknowledges that once the carrier has left the Goods in accordance with the ATL instruction, delivery is deemed complete and risk in the Goods passes fully to the Customer at that time; and
• accepts full responsibility for any loss, theft, damage or deterioration of the Goods following delivery under the ATL instruction, and releases Envon from any liability in connection with such events.

 

3.5.3 Where a residential delivery address is provided without a valid ATL instruction and the carrier is unable to complete delivery, any redelivery fees, storage charges or other costs incurred as a result will be payable by the Customer. The Customer acknowledges that redelivery fees imposed by carriers can be substantial, and that Envon accepts no responsibility for such charges.

 

3.5.4 Envon strongly recommends that all Customers nominate a commercial or business address for delivery. Envon accepts no liability for any loss, delay, cost or consequence arising from the Customer’s election to use a residential delivery address.

 

4. Quotations and Pricing

4.1 Prices for Goods will be those stated in a current quotation issued by Envon for those Goods. If no current quotation applies, prices will be determined by reference to Envon’s standard prices in effect at the date of delivery, whether or not those prices have been notified to the Customer and regardless of any prices stated in the Customer’s order.

 

4.2 Envon will use reasonable efforts to notify the Customer of price changes, but will not be liable for any failure to do so.

 

4.3 Any quotation issued by Envon:

• is not an offer capable of acceptance; and
• remains valid for seven (7) days from the date of issue unless otherwise stated.

 

4.4 Any quotation, acceptance, purchase order or other document requiring signature may be signed electronically, and any such electronic signature will be binding on the person affixing it.

 

4.5 Unless otherwise stated by Envon, all prices exclude:

• GST and any other tax, duty or government impost payable in relation to the Goods; and
• costs of insurance, special packing, crating, delivery, freight, and export.

 

5. Delivery and Supply

5.1 Any time quoted for delivery or supply is an estimate only. Envon is not liable for any delay in delivery or supply, or any failure to deliver or supply.

 

5.2 The Customer is not relieved from any obligation to accept or pay for Goods because of any delay in delivery, supply or dispatch.

 

5.3 Envon may suspend or stop supply at any time if the Customer fails to comply with these Terms.

 

5.4 Envon may, in its absolute discretion:

• refuse any order placed by the Customer; or
• make acceptance of any order conditional upon receiving a satisfactory credit assessment.

 

5.5 If the Customer requests delivery of Goods in instalments, at different times, or to different addresses from those stated in the Credit Application, the Customer must:

• pay any additional cost, charge or expense incurred by Envon; and
• pay the full invoiced value of the Goods despite staggered delivery.

 

5.6 Delivery is deemed to occur when:

• the Goods are delivered to the Customer’s premises or to the Customer’s nominated delivery address; or
• Envon notifies the Customer that the Goods are available for collection.

 

5.7 If the Customer is unable or fails to accept delivery, Envon may store the Goods at a place nominated by the Customer or, if no place is nominated, at a place chosen by Envon. In that case, delivery will still be deemed to have occurred.

 

5.8 The Customer is liable for all costs and expenses arising from storage, detention, double handling, redelivery or similar causes where the Customer is unable or unwilling to accept delivery.

 

6. Retention of Title and Property

6.1 Until Envon has received full payment of:

• the price of the Goods; and
• all other money owing by the Customer to Envon on any account,

title in the Goods does not pass to the Customer.

 

6.2 Until title passes, the Customer holds the Goods as bailee for Envon and must return them to Envon immediately upon request.

 

6.3 Risk in the Goods passes to the Customer upon delivery, and the Customer must insure the Goods from that time.

 

6.4 If the Customer defaults in payment of any amount owing to Envon, becomes insolvent, bankrupt, enters into any arrangement with creditors, has judgment entered against it, or if a liquidator, receiver, receiver and manager, administrator or provisional liquidator is appointed, then all amounts owing to Envon become immediately due and payable.

 

6.5 Until full payment is made, the Customer may resell the Goods only in the ordinary course of its business and as fiduciary agent for Envon. The Customer has no authority to bind Envon to any liability to a third party.

 

6.6 All proceeds received by the Customer from the sale of the Goods must be held on trust for Envon to the extent of the amount owing to Envon.

 

6.7 If the Goods are mixed, incorporated or transformed into other goods or products, the Customer must hold on trust for Envon that proportion of the proceeds of sale which represents the value of the Goods supplied by Envon.

 

6.8 The Customer irrevocably authorises Envon to enter any premises where the Goods are stored in order to recover possession of them, and to use the Customer’s name and act on its behalf where reasonably necessary to do so. To the extent permitted by law, Envon is not liable for trespass or any damage arising from exercising its rights under this clause.

 

6.9 In addition to any lien arising by law, Envon is entitled, in the event of the Customer’s insolvency or winding up, to a general lien over all property of the Customer in Envon’s possession, even if some or all of that property has been paid for, as security for all money owing by the Customer to Envon.

 

7. Availability of Stock

7.1 If any order cannot be fulfilled at the time it is received, the order may be placed on back order and processed when stock becomes available, unless:

• the Customer has advised Envon that it does not accept back orders; or
• the order is clearly marked “Do Not Back Order”.

 

7.2 All deliveries are subject to stock availability. Envon is not liable for any loss, cost or charge arising from product unavailability.

 

8. Freight

8.1 Unless otherwise agreed in writing, Envon will arrange shipment using its nominated carrier.

 

8.2 Envon will provide free standard freight on orders where the qualifying order value meets or exceeds one thousand dollars ($1,000.00) excluding GST, subject to the following conditions:

• free freight applies only to deliveries within the metropolitan areas of Brisbane, Sydney and Melbourne, as determined by Envon in its sole discretion;
• free freight applies only to deliveries made to a commercial or business address during normal business hours (Monday to Friday, 9:00 am to 5:00 pm, excluding public holidays). Deliveries to residential addresses are not eligible for free freight under any circumstances, regardless of order value;
• the value of any Promotional Items included in the order is excluded from the calculation of the qualifying order value for the purpose of this clause; and
• Envon reserves the right to withdraw, suspend or vary the free freight threshold at any time by providing written notice to the Customer.

 

8.3 Where an order does not qualify for free freight under clause 8.2, including where delivery is to a residential address, an address outside the metropolitan areas specified in clause 8.2(a), or outside normal business hours, standard freight charges will apply and will be notified to the Customer at the time of ordering.

 

8.4 The Customer is responsible for ensuring that the delivery address provided is a commercial or business address. If a delivery is attempted or completed at a residential address and additional freight charges are incurred (including redelivery fees or residential surcharges), those charges will be passed on to and are payable by the Customer.

 

8.5 Freight insurance is not included in Envon’s standard freight arrangements. If the Customer wishes to obtain freight insurance for an order, the Customer must notify Envon in writing at the time of placing the order. Envon will arrange freight insurance on the Customer’s behalf and the cost of such insurance will be included in and added to the freight charges for that order. In the absence of such a request, Envon accepts no liability for loss or damage to Goods in transit beyond what is otherwise provided under these Terms.

 

9. Returns, Cancellations and Claims

9.1 The Customer must not return any Goods without Envon’s prior written authorisation.

 

9.2 No return will be accepted unless the returned Goods are accompanied by:

• a copy of the relevant invoice; and
• a list identifying the returned Goods, including product descriptions, quantities, date of return, and the Customer’s name and address.

 

9.3 Unless otherwise agreed, return freight must be paid by the Customer and the Goods must be returned using Envon’s approved carrier.

 

9.4 The Goods must be returned in their original packaging, and the Customer is responsible for any loss or damage occurring during return transit.

 

9.5 A credit note will be issued only after the returned Goods have been received and inspected by Envon or collected by Envon’s authorised representative.

 

9.6 The Customer must not deduct any anticipated credit from amounts owing to Envon before a credit note has been issued.

 

9.7 Returned Goods must be in saleable condition, including that they:

• are complete;
• remain in original packaging;
• are not shop-soiled;
• are not price-ticketed; and
• remain listed in Envon’s current price list.

 

9.8 If Envon agrees to accept the return of Goods ordered by the Customer, Envon may charge a handling fee equal to forty percent (40%) of the invoice price, and all freight costs and transit risk remain the responsibility of the Customer.

 

9.9 No order may be cancelled or partially cancelled without Envon’s prior written consent. Envon may require payment of a cancellation fee sufficient to indemnify Envon against all loss arising from the cancellation.

 

9.10 Cancellation will not be accepted for non-stock, special order, made-to-order, manufactured, or shipment-ready Goods.

 

9.11 Any complaint, claim, or notice regarding lost Goods, short delivery, Goods damaged in transit, or Goods not matching the Customer’s purchase order must be made in writing within seven (7) business days of the invoice date.

 

9.12 If the Customer fails to notify Envon within that time, the Customer is deemed to have accepted the Goods and may not reject them or withhold payment on that basis.

 

10. Personal Property Security Interest (PPSA)

10.1 The Customer grants Envon a security interest in the Goods and their proceeds to secure payment of all money owing by the Customer to Envon under these Terms, including the purchase price of the Goods and any other indebtedness.

 

10.2 If the Goods or proceeds are not readily identifiable or traceable, or their value is insufficient to satisfy the indebtedness, the security interest extends to all present and after-acquired goods of the Customer in which the Goods are mixed or incorporated, to the extent permitted by law.

 

10.3 The Customer must promptly do anything reasonably required by Envon to enable Envon to:

• register and maintain a financing statement or financing change statement;
• perfect and enforce its security interest; and
• otherwise exercise its rights under the Personal Property Securities Act 2009 (Cth) (“PPSA”).

 

10.4 Envon may register any financing statement or financing change statement in relation to any security interest, including any purchase money security interest.

 

10.5 The Customer waives any right to receive notice of any registration under the PPSA to the extent permitted by law.

 

10.6 The Customer must give Envon at least seven (7) days’ prior written notice of any change to its name, address, ACN, ABN, trading name or other identifying details.

 

10.7 The Customer warrants that the Goods are acquired for business purposes and not for personal, domestic or household use.

 

10.8 Unless Envon otherwise determines, payments received from the Customer may be applied by Envon in any order it considers appropriate, including in a manner that preserves any purchase money security interest.

 

10.9 Until all money owing to Envon has been paid in full, the Customer must ensure that:

• the Goods in its possession are readily identifiable as Goods supplied by Envon; and/or
• the proceeds of any sale of the Goods are readily identifiable and traceable.

 

10.10 If the Goods are held by the Customer as inventory, the Customer may sell them in the ordinary course of business. Otherwise, the Customer must not sell, lease or create any security interest in the Goods without Envon’s prior written consent.

 

10.11 To the extent permitted by the PPSA, the Customer agrees that sections 95, 96, 118, 121(4), 125, 127, 129, 130, 132, 134(2), 135, 136(3), (4) and (5), 137, 142 and 143 of the PPSA, and any other provisions capable of exclusion, do not apply to the enforcement of Envon’s security interest.

 

10.12 To the extent permitted by law, neither party will disclose information of the kind referred to in section 275(1) of the PPSA, and the Customer waives any right under section 275(7)(c) of the PPSA to authorise disclosure.

 

10.13 The Customer irrevocably authorises Envon to enter any premises where the Goods are kept to recover possession of the Goods and enforce its rights under the PPSA, to the extent permitted by law.

 

11. Privacy Act

11.1 For the purpose of assessing the Customer’s application for credit, the Customer authorises Envon to:

• obtain a consumer or commercial credit report containing personal information about the Customer and its guarantors from a credit reporting body;
• obtain information about the Customer’s commercial credit activities from any credit reporting body or credit provider; and
• provide information, including identity particulars and credit application details, to a credit reporting body.

 

11.2 The Customer also authorises Envon to give to, and obtain from, any credit provider named in the credit application, or disclosed in any credit report, information about the Customer’s credit arrangements.

 

11.3 The Customer acknowledges that this information may include information about the Customer’s creditworthiness, credit standing, credit history and credit capacity, and may be used for:

• assessing the Customer’s credit application;
• assisting the Customer to avoid defaulting on its obligations;
• assessing the Customer’s ongoing creditworthiness; and
• notifying other credit providers or credit reporting bodies of any default by the Customer.

 

12. Notification

12.1 The Customer must notify Envon in writing within seven (7) days of:

• any change in the Customer’s name, ownership or control;
• any change in the ownership of the Customer’s business name;
• the commencement of any legal proceedings against the Customer; or
• the appointment of any liquidator, provisional liquidator, receiver, receiver and manager or administrator to the Customer.

 

12.2 Until Envon receives written notice of any such change, the Customer remains liable for all Goods supplied by Envon.

 

13. Warranties and Liability

13.1 Except for guarantees, conditions and warranties implied by law that cannot be excluded, Envon gives no warranty in relation to the Goods.

 

13.2 To the extent permitted by law, Envon’s liability for any breach of any condition, warranty or guarantee is limited, at Envon’s option, to:

• repair of the Goods;
• replacement of the Goods;
• supply of equivalent Goods;
• payment of the cost of repairing the Goods; or
• payment of the cost of replacing the Goods or acquiring equivalent Goods.

 

13.3 The Customer warrants that it is purchasing the Goods as principal and not as agent for any other party.

 

14. Force Majeure

14.1 Envon is not liable for any failure or delay in performing its obligations where that failure or delay results from events beyond its reasonable control, including war, natural disaster, industrial action, pandemic, transport disruption, governmental action, or national emergency.

 

14.2 If a force majeure event occurs, Envon may suspend performance for the duration of that event.

 

14.3 If the force majeure event makes supply impossible or commercially impracticable for an extended period, Envon may terminate the agreement by written notice. Any amounts already owing to Envon become immediately due and payable.

 

15. Equitable Charge

15.1 As security for payment of all money owing by the Customer to Envon, including interest and enforcement costs, the Customer charges in favour of Envon all of its legal and equitable interest in any real property owned by the Customer now or in the future.

 

15.2 The Customer acknowledges that Envon may lodge a caveat over any such real property to protect its interest and may recover from the Customer all costs associated with preparing, lodging and removing any caveat.

 

16. Costs

16.1 If the Customer fails to pay any amount when due, the Customer must indemnify Envon for all costs incurred in recovering the outstanding amount, including legal costs, filing fees and debt collection costs.

 

17. Failure to Act

17.1 Any failure, delay or indulgence by Envon in enforcing these Terms or exercising any right does not operate as a waiver of that right, nor does it prevent Envon from later enforcing that or any other right.

 

17.2 Any extension of time, credit or other indulgence granted by Envon does not affect the Customer’s obligations under these Terms.

 

18. Governing Law and Severability

18.1 These Terms are governed by the laws of New South Wales, Australia.

 

18.2 The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

 

18.3 If any provision of these Terms is illegal, void or unenforceable, that provision is to be severed and the remaining provisions continue in full force and effect.

 

Envon Pet Supplies — Terms and Conditions of Sale and Supply  |  ABN 28 836 385 636  |  Governed by the laws of New South Wales