Terms & Conditions

1. How these terms work

1. These terms apply to all supplies of products by Born Organic Pty Ltd 54735789455 to business customers.
2. By placing an order, opening an account, accepting delivery or paying an invoice, you accept these terms.
3. If these terms conflict with anything on a quote, order form or website, these terms take priority unless we agree otherwise in writing.

2. Accounts, ordering and cut-off

1. Who we supply: We supply business customers only.
2. Ordering channels: You may order through your sales representative, by email or phone.
3. Cut-off: Orders must be placed by 12:00 pm (AWST) on the day before your scheduled delivery day.
4. Delivery days: Each customer has an assigned delivery day or days. Your days appear in your online account and may change on reasonable notice.
5. Minimums and substitutions: We may apply minimum order values, carton quantities or substitutions where an item is out of stock. Tell us on order if substitutions are not acceptable for a line.
6. Backorders: If an item is unavailable, we may place it on backorder or cancel it. Backorders ship on your next delivery day unless you ask us to cancel.

3. Prices, taxes and charges

1. Prices are in AUD and exclude GST and delivery unless stated otherwise.
2. Prices can change at any time before we accept your order.
3. We may charge reasonable delivery, handling and fuel surcharges.
4. Pallets and crates: CHEP or Loscam equipment is supplied on hire or exchange. You are responsible for exchanges and any depot or hire fees we incur.

4. Payment and credit

1. First order: Pay on or before dispatch by card or EFT.
2. Delayed card capture (first order or COD): If you provide a card, you authorise us to place a preauthorisation or store a payment token with our PCI-compliant provider and to capture the final amount once your order is picked. We do not store raw card details.
3. Credit terms: After your first order, we may approve a credit account at our discretion. Standard terms are 14 days from invoice date. We may set or change your credit limit, suspend or withdraw credit at any time on reasonable grounds.
4. Interest on overdue amounts: We may charge interest on overdue amounts at the RBA cash rate target plus 6% per annum, calculated daily.
5. Recovery costs: You must reimburse our reasonable costs of collection, including reasonable legal costs on a solicitor-client basis.
6. Set-off: We may set off amounts we owe you against amounts you owe us. You must not set off or withhold payment without our written consent.

5. Delivery, risk and storage

1. Risk: Risk in products passes on delivery to your site or to your nominated carrier. Title is dealt with in clause 7.
2. Authority to leave: If you or your site is unattended, you authorise our driver to leave the goods at a reasonably secure location at your risk.
3. Storage: You are responsible for safe storage immediately on delivery, including temperature control for chilled and frozen goods.

6. Claims, returns and recalls

1. Short delivery or visible damage: Tell us within 24 hours of delivery. Note the issue on the delivery docket and provide photos.
2. Chilled or frozen quality issues: Tell us within 24 hours and keep products as delivered until we instruct you.
3. Ambient and non-perishable defects: Tell us within 7 days with evidence.
4. Returns: Returns require our prior authorisation. We do not accept change-of-mind returns for food.
5. Recalls: You must maintain product traceability and cooperate with any hold or recall, including notifying your own customers if we ask.
6. Australian Consumer Law: Nothing in these terms limits your rights under the ACL. For supplies not ordinarily acquired for personal, domestic or household use, our liability is limited to repair, replacement, resupply or the cost of doing so.

7. Title, security and PPSA

1. Retention of title: We retain title to products until we receive full payment for those products.
2. Security interest: You grant us a security interest in the products and their proceeds to secure all amounts you owe us. We may register a Purchase Money Security Interest (PMSI) on the PPSR.
3. Co-operation: You must do anything we reasonably request to perfect, maintain and enforce our security, including updating details and providing information for registration.
4. Proceeds and commingling: Our security extends to proceeds of sale and to products that become mixed or commingled.
5. Notices: To the extent permitted by law, you waive the right to receive certain PPSA notices.
6. Recovery: If you fail to pay on time, we may enter your premises during normal business hours to recover our goods, provided we comply with applicable law and cause no unnecessary damage.

8. Suspension, cancellation and termination

1. We may suspend supply, cancel orders or require upfront payment if you are overdue, exceed your credit limit, undergo or risk insolvency, or your credit risk otherwise increases.
2. Either party may cancel an order that cannot be fulfilled for more than 60 days due to a force majeure event.

9. Privacy and credit checks

1. We collect, use and disclose personal and credit information to assess and manage your account and to supply our products. See our Privacy Policy at [URL].
2. If you apply for a credit account, you consent to us obtaining and disclosing credit information to and from credit reporting bodies and trade referees for credit assessment, account management and collection activities. You can opt out of direct marketing at any time.

10. Warranties and liability

1. Apart from any non-excludable guarantees under the ACL, we exclude all implied conditions and warranties to the maximum extent permitted by law.
2. To the extent permitted, we are not liable for indirect or consequential loss, loss of profit, loss of opportunity or loss resulting from your failure to store or handle products correctly.
3. For supplies not ordinarily acquired for personal, domestic or household use, our total liability arising out of or in connection with a supply is limited to the price paid for the affected products, or at our option, their repair, replacement or resupply.

11. Guarantees and security from individuals

1. For larger or higher-risk credit limits, we may require a separate Director's Guarantee and Indemnity signed by each guarantor. Guarantees are not part of these terms and will be documented separately.

12. Force majeure

1. We are not liable for delay or failure caused by events beyond our reasonable control, including transport or logistics disruption, shortage of materials, pandemics, border closures, industrial action, extreme weather, utility failure, regulatory action or product recalls.
2. We will notify you where practicable and use reasonable efforts to mitigate. If the event continues for more than 60 days, either party may cancel affected orders without liability.

13. Variations

1. We may update these terms by posting a new version on our website. The updated terms apply to orders placed after the effective date shown.

14. General

1. Assignment: You must not assign your rights without our consent. We may assign or subcontract performance.
2. Severability: If part of a term is invalid, the rest of the term and the remaining terms continue.
3. No waiver: A failure to exercise a right is not a waiver.
4. Notices: We may give notices by email or through your online account.
5. Entire agreement: These terms, together with any approved credit terms, quotes we accept and your order details, form the entire agreement for the relevant supply.

15. Definitions

ACL

means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

AWST

means Australian Western Standard Time.

Credit account

means an account we approve that allows payment within 14 days of invoice.

PPSA

means the Personal Property Securities Act 2009 (Cth) and PPSR means the register established under it.

Products

means food and related goods supplied by us, including associated charges.