2. Application of Conditions
These Conditions apply to all orders placed by the Buyer with the Seller unless otherwise agreed in writing by a duly authorised officer of the Seller.
Any order made by the Buyer is not binding on the Seller until accepted by the Seller in writing. A Contract will be formed upon the written acceptance by the Seller of an order for the Goods by the Buyer. The Buyer acknowledges that it will be bound by these Conditions which will form part of the Contract. The Contract may only be varied with the Seller’s prior written consent. To the extent any conflict exists between these Conditions and any other documentation or correspondence forming part of the Contract, these Conditions are paramount and prevail.
No terms stated by the Buyer in making an order will be binding upon the Seller unless accepted in writing by a duly authorised officer of the Seller.
These Conditions supersede all terms and conditions of sale previously issued by the Seller.
Any quotation issued by the Seller is not and will not be construed as an offer capable of acceptance by the Buyer.
3. Seller may decline order
The Seller reserves the right, in its sole discretion, to decline any order or part thereof. Any order or part thereof not accepted is deemed cancelled. The Seller requires that any order of Goods be in writing.
4. Governing Law & Submission to jurisdiction.
All of the Conditions and the Contracts will be governed by and interpreted in accordance with the laws of the State of Queensland, Australia.
5. Cancellation of Orders
An order accepted by the Seller cannot be cancelled without the Seller’s prior written consent (in its sole discretion). No application for cancellation or delay in delivery will be considered unless made by the Buyer in writing to the Seller. The Seller will consider an application for cancellation or delay in delivery in its sole discretion.
Unless otherwise agreed in writing by the parties, prices are as set out in the current price list issued from time to time by the Seller plus any GST payable by the Seller and are subject to variation by the Seller without notice. If between the date of acceptance of an order and issue of an invoice, there is an increase in the cost to the Seller of supplying the Goods which is beyond the control of the Seller, then the Seller may increase the amount of the invoice in line with the increase in cost.
Unless the Seller expressly advises in writing, the price for any Goods does not include the costs of delivery of the Goods and all costs, charges or expenses incurred by the Seller in relation to delivery are payable by the Buyer. Any GST payable by the Seller in respect of the supply of the Goods will be paid by the Buyer to the Seller.
The Seller will invoice the Buyer on the formation of the Contract between the Buyer and the Seller. Unless otherwise agreed in writing by the Seller, payment by the Buyer to the Seller will be made immediately on the formation of the Contract. When placing an order with Missy Noir you will be providing us with your personal details and information. Please note that these details will be kept private and secure and used to only personalise you experience with us.
You must provide complete and accurate details at the time of your purchase, Missy Noir may request additional information if unable to ensure accuracy of your order. You must enter the correct delivery address and delivery instructions at the time of placing your order. Missy Noir is not liable for incorrect delivery if you enter an incorrect address and re-delivery will occur at your own expense.
The seller reserves the right to vary the prices displayed on the Website from time to time and without notice to you. The seller will accept payments through Visa, Mastercard and Paypal.
8. Payment Default
If the Buyer defaults in payment or breaches these Conditions then it will be liable for all costs incurred by the Seller and will indemnify the Seller against any loss, liability, charge, expense, outgoing or payment which the Seller suffers, incurs or is liable for in respect of the recovery of monies owing by the Buyer to the Seller.
The Seller will deliver Goods purchased by the Buyer to the Buyer’s nominated warehouse or location within the capital city in which the Buyer predominantly carries on business, or to such other place as the Buyer specifies and the Seller agrees. The Seller reserves the right to make deliveries of any order by installments in which case each installment will be deemed to be the subject of a separate contract governed by these Conditions for which the Buyer must separately pay. Subject to clause 14, the Seller will not be liable in any way for any failure or delay in delivery or for any loss or damage resulting directly or indirectly from any failure or delay in delivery of the Goods irrespective of whether such failure or delay is negligent or within the Seller’s control or otherwise.
If, due to any act, matter or thing beyond the control of the Seller, the address for delivery is unattended, delivery cannot otherwise be affected or the Goods cannot be dispatched, the Seller, in its sole discretion, may store the Goods at the Buyer’s risk and expense or take such other steps, as it considers appropriate.
If the Seller delivers the Goods then, unless otherwise agreed in writing by the Seller, the Goods must be unloaded by the Buyer immediately on arrival at the specified destination.
The Seller reserves the right to withhold deliveries if:
To the fullest extent permitted by law, the Buyer has five (5) business days from the delivery of Goods to accept or reject the Goods in writing and if the Buyer fails to notify the Seller within that period, the Buyer is deemed to have accepted such Goods.
11. Return of Goods
To the fullest extent permitted by law, no Goods will be returned unless:
The Buyer and Seller acknowledge that the Buyer holds the Goods as from the date of delivery as bailee and agent for the Seller for the purpose of sale of the Goods in the ordinary course of the Buyer’s business. The Buyer will not be entitled to return the Goods to the Seller except as stated above or with the written consent of the Seller, at the discretion of the Seller. All Goods returned will be subject to a handling charge of 15% of the invoice price of the Goods and the Buyer will pay all return freight costs. Without limiting the generality of the foregoing, the Seller and the Buyer agree that, to the fullest extent permitted by law, the Buyer will not be entitled in any circumstances to return Goods which the Seller has acquired specifically for and at the request of the Buyer.
Risk in the Goods passes to the Buyer on delivery of the Goods or on dispatch of the relevant invoice whichever is the earlier and from that time the Buyer assumes all risk of loss and damage to the Goods including without limitation all loss or damage in the course of unloading the Goods following delivery.
13. Title to Goods
Notwithstanding any other provisions in these Conditions and notwithstanding that the Buyer has possession of the Goods, title to any and all Goods supplied by the Seller will remain with the Seller and no legal or equitable interest or property in the Goods whatsoever will pass to the Buyer until the Buyer has paid the full invoice price for all Goods supplied by the Seller under all invoices and accepted delivery of the Goods. Until title passes the Buyer must:
The Buyer indemnifies the Seller against any claim, action, damage, loss, liability, cost, expense or payment which the Seller suffers, incurs or is liable for in respect of the Seller’s exercise of its rights under this clause 13.
14. Warranty and Liability
15. Termination by the Seller
Without prejudice to any of its other rights, powers or remedies, the Seller may cancel any order for the delivery of Goods and terminate any contract governed by these Conditions if:
The Seller will be entitled to payment for all Goods delivered up to the effective date of termination. Termination of a Contract is without prejudice to the rights of the Seller accruing up to the date of termination.
16. Intellectual Property
The supply of Goods to the Buyer does not constitute a transfer of any intellectual property rights in the Goods or any part thereof. The Buyer must not do anything inconsistent with or in infringement of such intellectual property rights. The Seller does not warrant that the supply by it and the use by the Buyer of the Goods does not and will not infringe the intellectual property rights of any third party.
17. Seller’s Obligations
Notwithstanding any other provision of these Conditions, if the Buyer breaches a term of a Contract, the Seller is not bound to perform its obligations under that Contract until the breach is remedied by the Buyer. The Seller is not liable for any failure to observe its obligations under these Conditions where such failure is wholly or substantially due to a force majeure event, which includes any cause beyond the control of the Seller, including strike, industrial action, war, sabotage, terrorist activity, national emergency, blockade or governmental action, inaction or request, and act of God.
Unless the context requires otherwise, terms and expressions used in this clause have the meanings given to them in, or by virtue of, the Personal Property Securities Act 2009 (Cth) (PPSA).
The Buyer grants the Seller a security interest in all Goods to which Seller retains title under these Conditions. The Buyer must:
Any time the Buyer makes a payment to the Seller, irrespective of whether the payment is made under or in connection with a particular supply of goods, the Seller may apply that payment in any manner and order it sees fit.
Sections 96 and 125 of the PPSA do not apply to the security agreement created by these Conditions.
The Buyer waives its rights to receive a verification statement in accordance with section 157 of the PPSA.
If the invoice price is not paid by the due date then interest will accrue on that amount from the date of delivery of the Goods until the price is paid in full. Interest will be paid at a rate of 12% per annum. Interest will accrue on a daily basis and be payable on demand.