1. Agreement Overview

1.1 Interpretation: In this document, the following terms have the specified meanings unless the context indicates otherwise:

(a) Bauly Chemicals ABN 34 133 894 112 (“Bauly”).

(b) Products: Refers to the products listed by Bauly for sale.

(c) Purchaser: Any individual or entity who has placed an order for a Product accepted by Bauly.

1.2 Acceptance: By placing an order for any Products, you acknowledge and accept these terms and conditions.

1.3 Contract Formation: Acceptance of an order by Bauly constitutes a legally binding contract between Bauly and the Purchaser.

1.4 Payment: The Purchaser must make payments for ordered Products in advance or within agreed trading / credit terms, payable directly to Bauly using approved methods. All payments are to be made within trading / credit terms as specified. Accounts trading outside credit terms will be charged a late fee of $35 plus interest at a daily rate of .05%. Stop credit may apply to accounts overdue. The individual or director of entity who has placed an order for a Product hereby personally guarantee payment of all monies owing to Bauly within their specified terms of trading.

2. Communication

2.1 Warranty Claims: For all warranty claims, direct communication with Bauly is required.

3. Ownership and Delivery

3.1 Title Transfer: Ownership and legal title to Products remain with Bauly until full payment is received from the Purchaser.

3.2 Delivery Arrangements: Bauly will organize delivery of Purchased Products to the address specified by the Purchaser at the time of order.

3.3 Shipping Methods: Bauly will utilize appropriate carriers and transport methods for delivery unless alternative arrangements are requested by the Customer.

3.4 Freight Charges: Freight charges to Regional & Remote Locations will be borne by the Purchaser.

3.5 Notification of Damage: Purchasers must promptly inform Bauly of any Products that appear to have sustained Serious Damage during transit or storage.

3.6 Acceptance: Upon delivery acceptance by the Purchaser, Products are deemed to be received in good working condition.

3.7 Force Majeure: Bauly is not liable for delays or failures in delivery due to circumstances beyond its reasonable control, including but not limited to natural disasters, strikes, or governmental actions.

4. Limited Warranties

4.1 Manufacturer’s Warranty: Products are covered by the warranty of the original manufacturer unless otherwise specified.

4.2 Bauly Warranties: Bauly provides additional warranties for specified Products, including Spare Parts Warranty and Repair or Replacement Warranty, subject to conditions outlined herein.

4.3 Warranty Exclusions: Warranties are void if Products are misused, damaged during transit, modified by unauthorized persons, or subject to normal wear and tear.

4.4 Warranty Claims: Purchasers must retain original invoices for warranty claims and provide necessary details to Bauly for processing.

4.5 Geographic Limitation: Warranties are applicable to Australian residents only and are non-transferable.

4.6 Exclusions: Consumable items and second-hand items are not covered by warranty.

4.7 Authority: No Bauly staff member has the authority to alter or extend warranty terms stated in Product listings.

4.8 Return Costs: Freight charges for returning Products under warranty are the responsibility of the Purchaser.

5. Returns and Refunds

5.1 Acceptable Returns: Bauly will accept returns of Products under specified conditions, including major manufacturing defects, damage during transit, or significant discrepancies from advertised Products.

5.2 Product Condition: Returned Products in good working condition will be returned to the Purchaser.

5.3 Exchange Policy: Accepted returned Products will be exchanged for similar Products of equal or greater value.

5.4 Refund Policy: Bauly will refund the purchase price of returned Products only if they cannot be repaired or replaced with a similar Product.

6. Consumer Rights

6.1 Legislative Rights: Purchasers’ rights under this agreement are in addition to those granted under relevant consumer protection laws, which cannot be excluded, limited, or modified.

7. Disclaimers

7.1 Accuracy: While every effort is made to ensure accuracy, errors or omissions in Product details may occur unintentionally.

7.2 Illustrations: All images are for illustrative purposes only.

7.3 Intellectual Property: Logos, pictures, and trademarks used by Bauly are the property of their respective owners.

7.4 Liability Limitation: Bauly is not liable for any injury, loss, or damage arising from Product use, including defective, malfunctioning, or improper use.

7.5 Amendment Rights: Bauly reserves the right to modify Product-related information without prior notice.

7.6 Authorization: No Bauly staff member has the authority to alter these terms and conditions.

8. Price Adjustments

8.1 Pricing Review: Prices are subject to annual review considering CPI and market conditions, based on current DDP pricing for Raw Ingredients.

9. Security Interest

9.1 Applicability: This section applies to security interests held by Bauly under the Personal Property Securities Act 2009 (Cth).

9.2 Registration: Bauly may register security interests in Goods at any time.

9.3 Application of Payments: Bauly reserves the right to apply received payments towards outstanding amounts as it deems appropriate.

9.4 Default: In case of default by the Purchaser, Bauly may enforce its security interests in Goods as permitted by law.

9.5 Confidentiality: Both parties agree not to disclose certain information as outlined in the Personal Property Securities Act.

9.6 Perfection of Security Interest: The Customer must cooperate to ensure the perfection of Bauly’s security interest in Goods.

9.7 Independence: This section prevails over any other provision in these terms or any other agreement between the parties.

10. General Provisions

10.1 Governing Law: This Agreement is governed by the laws of the State of Victoria, and parties submit to the jurisdiction of Victorian courts.

10.2 Severability: Any invalid provision shall be deemed deleted, leaving the Agreement otherwise intact.

10.3 AdBlue® Storage: AdBlue® supply and storage must comply with standard ISO22241.1, and Customers are responsible for proper storage practices. It is the responsibility of the Customer to ensure that AdBlue® is stored out of the direct sunlight and to protect AdBlue® from any contamination carried by the air or by using dirty equipment, use well closed containers or vented containers with filters.

11. Terms of Supply

11.1 Purchase Orders: Official purchase orders are required for all orders, and proper quoting of purchase order numbers on invoices is necessary for processing and payment.

11.2 Modern Slavery Compliance: Suppliers must comply with modern slavery laws and regulations, ensuring ethical conduct in the supply chain.