Terms and Conditions

Yalanji Supplies Pty Ltd – Terms and Conditions

Effective Date: 7^th day of April 2025

These Terms and Conditions of Trade (“Terms”) apply to all sales of goods by Yalanji Supplies Pty Ltd (“Yalanji Supplies”, “we”, or “us”) to any customer (“you” or “Customer”). By ordering or purchasing goods from us, you agree to be bound by these Terms. These Terms are designed in plain English for ease of understanding by our industry and government clients. If you are a government or public-sector client, please note certain clauses herein may be subject to mandatory procurement rules (see Dispute Resolution and General sections). We will comply with all applicable Australian laws, including the Personal Property Securities Act 2009 (Cth) (“PPSA”) and the Australian Consumer Law (“ACL”), and nothing in these Terms is intended to exclude any rights or guarantees you may have under those laws. We agree to extend this timeline to such longer period as the parties agree in good faith, especially to accommodate government processes.

Credit Terms

Payment Options: We offer two payment arrangements:

Approved Credit Account: If we have approved you for a credit account, you must pay each invoice in full within 30 days from the end of the month in which the invoice is dated (commonly called “30-day end of month” terms), unless otherwise agreed in writing. For example, an invoice dated January 15 would be due by the end of February.
Credit Card or PayPal Payment
Customers may choose to settle invoices via credit card or PayPal. Payment is required at the time of purchase or within the agreed credit terms. A secure payment link will be provided upon request. Please note that a surcharge may apply for credit card or PayPal transactions, depending on the payment provider's fees.
Cash on Delivery (COD)/Upfront Payment: If you do not have a credit account or prefer COD, payment is due prior to or at the time of delivery. We may require full payment before dispatching the goods, or cash/approved payment upon delivery. We will inform you of the required payment timing when you place your order.

Credit Approval: Credit accounts are granted at our discretion. We may require you to complete a credit application and provide trade references. We may also require personal guarantees or other security from directors or proprietors of your business as a condition of providing credit. By applying for a credit account, you warrant that all information you provide to us is true and correct, and you authorize us to make credit inquiries as needed.
Credit Withdrawal or Suspension: We reserve the right to suspend or withdraw credit facilities at any time, for example, if you default on payment or if your financial situation changes. We do not have to provide a reason for withdrawing credit. If credit is withdrawn, any outstanding invoices become payable immediately or as otherwise notified.
Interest on Overdue Amounts: If any amount you owe us is not paid by the due date, we may charge you interest on the overdue amount. Interest will accrue daily at the rate of 6% per annum (calculated daily from the invoice due date until payment is received in full). This interest is a genuine pre-estimate of our loss from you not paying on time. Note: If you are a government entity or an account where charging interest on late payments is not permitted by law or policy, this interest clause will be applied only to the extent allowed by such law or policy. Note: Interest will only be charged where clearly necessary to cover the costs of overdue accounts, especially for small business customers.
Recovery of Collection Costs: If you default on payment and we incur costs to recover the debt (for example, charges by a debt collection agency, legal fees, or court costs), you agree to reimburse us for all reasonable costs of recovery. We may add these costs to the amount you owe, and they will themselves incur interest if not paid. This clause applies only to the extent allowed by applicable laws or procurement rules. We aim to be fair and transparent in recovery.
Security and PPSA: Until you have paid all amounts owing to us: If you are unsure how this affects your rights, please contact us to discuss. We are happy to clarify how title and security interests work.

You agree that we retain ownership of the goods (see Title and Ownership section) and that this creates a security interest in our favor under the PPSA. This means we have the legal right to reclaim or secure the goods (and any proceeds from selling those goods) if you do not pay for them.
You charge all of your assets (including any real estate, equipment, or other property you own) with the amount of the debt owing to us. This clause gives us the right, if you default, to register a security interest over your assets or lodge a caveat on any real property you own, as security for payment. You agree to sign any documents and do anything reasonably required to effect this security. Note: This sub-clause (charging of assets) does not apply to government departments or entities to the extent it is not applicable or permitted under relevant laws.
We may register our security interest on the Personal Property Securities Register (PPSR) without further notice to you. You waive your right to receive notice of such registration (known as a verification statement) under section 157 of the PPSA, and any other PPSA notices we are permitted by law to exclude.
You must not grant any other security interest in or over the goods we supplied to you until you have paid for them in full. You also agree not to hinder our ability to perfect our security interest. For example, you will inform us if you change your company name or contact details, to allow us to update any PPSR registration.
If you fail to pay by the due date, in addition to charging interest and costs, we may exercise our rights under these security agreements. This may include appointing ourselves or a nominee as your attorney to execute any documents necessary to enforce our security (such as registering a mortgage over property, if applicable) – but only to the extent needed to secure and recover the unpaid amounts.

Change of Ownership: You must notify us immediately in writing if there is any significant change in your ownership or business structure. For example, if you sell your business, change directors or partners, or your company is acquired by another entity, you need to inform us. Until we receive and acknowledge such notice, you will remain liable for any goods or credit we supply to the originally approved entity.
Time of Essence: Time for payment of any invoice is of the essence. This means that if you do not pay on time, you are in breach of these Terms and we can take immediate action as outlined above.

Quotes and Orders

Quotations: Any price or quote we provide for goods (whether written or verbal) is valid for 30 days from the date of the quote, unless otherwise stated. After 30 days, prices and availability may change. A quotation is an invitation for you to place an order; it is not a binding contract until an order is accepted by us. We reserve the right to correct any obvious errors in a quote (e.g. typographical mistakes or miscalculations) by notifying you, and you may then choose to proceed or not with an order at the corrected price.
Placing Orders: You may place an order with Yalanji Supplies by phone, email, online, or through a purchase order. Your order should clearly identify the goods, product codes (if applicable), quantities, and any reference to a quote we have provided (if you are ordering based on a quote). By placing an order, you are making an offer to purchase under these Terms, and you are deemed to accept these Terms despite any different terms that may appear on your purchase order or documents. Any terms or conditions you submit with an order that are inconsistent with these Terms will not apply unless we have agreed to them in writing.
Order Acceptance: An order is not binding on us until we accept it. We may accept your order by sending you an order confirmation (in writing or via email) or by actually dispatching the goods to you – whichever occurs first. We reserve the right to accept or refuse any order at our discretion, even after providing a quote. Reasons we might refuse an order include (but are not limited to) the goods being unavailable, an error in pricing, your credit account being in default, or we believe the order is fraudulent or made in error. If we cannot supply all items in your order, we will notify you and may offer alternatives or place the item on backorder (see Backorders below).
Minimum Order Value and Surcharges: We may enforce a minimum order value or charge a small order fee for orders below a certain amount. (For example, we might require a minimum order of $[___] or charge a handling fee for smaller orders – please refer to our current price list or ask us for details.) We will inform you of any such fees at the time of order. Additionally, certain payment methods might incur surcharges (e.g. credit card fees); if applicable, these will be communicated and itemized on your invoice.
Backorders (Out of Stock Items): If any item you order is out of stock or not immediately available:

We will inform you as soon as possible. You can then choose to (a) cancel the item from your order for a refund or credit, (b) replace it with an alternative product, or (c) place it on backorder.
If you choose to backorder, we will supply the item as soon as it becomes available. You will not be charged extra freight for backordered items if you have already paid freight on the original order (unless we inform you otherwise).
You may cancel a backorder at any time before the item is dispatched by notifying us in writing, unless it is a custom-made or specially procured item that we cannot cancel with our supplier.

Order Cancellation by Customer: If you need to cancel or change your order, please contact us immediately. We will do our best to accommodate cancellations or changes before the order has been processed or dispatched. However, if the goods have already been dispatched or are a special order specifically procured for you, cancellation may not be possible or may incur a charge.

If you cancel an order (or part of an order) after we have incurred costs (e.g. goods already shipped or specially made), we reserve the right to charge you for any loss or costs we suffer as a result. This may include supplier restocking fees, shipping costs, or loss of profit on the cancelled items. We will advise you of any such charges, and we may deduct them from any refund or credit due to you.
If you have prepaid and the order is cancelled (either by you or by us), we will promptly refund any amount due back to you after deducting any applicable cancellation charges as described above.

Order Cancellation or Variation by Yalanji Supplies: We strive to fulfill all accepted orders, but in rare cases we may need to cancel an order or part of an order. This could occur if:

Product Discontinuation or Error: The goods are discontinued, unavailable, or there was a clear error in price or description.
Customer Credit Issues: You have exceeded your credit limit or are in breach of payment terms for past orders.
Safety or Legal Reasons: Fulfilling the order would violate any law or regulation (for example, certain hazardous materials restrictions or export controls).

If we need to cancel or change your order, we will notify you as soon as possible, explain the reason, and refund any payment for undelivered goods. We will not be responsible for any loss arising from such a cancellation beyond refunding what you paid for those goods, but we will work with you in good faith to find an alternative solution if possible.

Pricing

Prices and GST: All prices for our goods are quoted in Australian Dollars (AUD). Unless we expressly state otherwise, prices exclude Goods and Services Tax (GST) and any other applicable taxes or duties. GST will be added to the price of taxable supplies and shown on your invoice. You agree to pay the GST amount at the same time as the price for the goods. We will provide valid tax invoices to enable you to claim input tax credits if you are eligible.
Price Changes: Our pricing for PPE, safety gear, chemicals, consumables, and other products may fluctuate due to supplier costs, exchange rates, or other factors. We reserve the right to change our prices at any time without notice. However, any change will not affect any order we have already accepted. If you have a valid quote, we will honor that quote price within the validity period (see Quotes and Orders above). For orders outside a quote, the price will be as per our current price list or website at the time your order is accepted. We will invoice goods at the price in effect when we accept your order (which might be the quote price if within time, or the updated price if the quote expired).
Additional Charges: In addition to the price of goods:

Delivery Charges: You may need to pay delivery or freight charges. We will either include freight in your quote or inform you separately. Typically, deliveries to metropolitan areas have a standard fee, and deliveries to remote or regional areas may incur additional reasonable costs. These costs will be either quoted to you in advance or charged at cost on your invoice. If nothing is stated, assume delivery is extra to the product price.
Handling or Small Order Fees: As noted in Quotes and Orders, we might apply a surcharge for small orders or special handling. This will be communicated up front.
Credit Card Surcharges: If you choose to pay by credit card or other non-cash methods, we reserve the right to add a surcharge (for example, a small percentage of the transaction) to cover the merchant fees. We will let you know about any such fee before processing your payment.
Installation/Training: Our goods are generally sold on a supply-only basis. If you request any additional services such as installation, on-site support, or training, these will be quoted and charged separately and may have their own terms.

Accuracy of Pricing Information: We strive to ensure all pricing information (in catalogues, on our website, or in quotes) is accurate. However, if we discover a material error in pricing for an item you have ordered (e.g., a typo resulting in a significantly incorrect price), we will contact you as soon as possible to correct it. You will have the option to reconfirm your order at the correct price or cancel the order for a full refund. We apologize in advance for any such errors and will rectify them promptly.
Taxes and Duties: If, in fulfilling your order, any additional taxes, import duties, or government charges apply (for example, if you direct us to export or drop-ship goods to another country), you will be responsible for those taxes or duties. We can assist in documentation, but you must bear any such extra costs unless otherwise agreed in writing.

Delivery and Risk

Delivery Method and Address: We will deliver the goods to the delivery address you specify when placing your order, or you may arrange to collect the goods from our warehouse by prior arrangement. Delivery will typically be carried out by our own logistics team or by a reputable courier/freight company. We will assume the delivery address you give us is correct and accessible. Please notify us when ordering if there are any special delivery instructions or site restrictions (e.g., limited delivery hours, security clearance needed, remote location, etc.).
Delivery Timeframes: Any delivery or dispatch date we give you is an estimate only. We will make every reasonable effort to deliver by the agreed date or within the estimated timeframe, but we cannot guarantee exact delivery times. Factors outside our control (such as courier delays, supply chain disruptions, weather events, etc.) can affect timing. We are not liable for any loss or damage caused by delivery delays. However, if we anticipate a significant delay, we will inform you and, if the delay is unreasonable, you may have the option to cancel the order for a refund of any amounts paid for undelivered goods.
Partial Deliveries: Where your order contains multiple items, we reserve the right to deliver in instalments (for example, if some items are available sooner than others). We will not charge you extra freight for multiple shipments of one order (beyond what was agreed). Each part delivery will constitute a separate sale under these Terms. A delay in one part of the order or issue with one shipment does not entitle you to cancel the remaining parts of the order.
Responsibility to Receive Delivery: You (or your representative) should be available to receive and sign for the goods at the scheduled delivery time. If no one is present at your address when delivery is attempted:

For courier deliveries, the driver may leave a card and you will need to arrange re-delivery or pick-up from the depot.
For our in-house deliveries or arranged freight, we may choose to leave the goods in a safe spot (if one is available) or take the goods back and attempt delivery at another time. If we have to redeliver due to no one being available, we may charge you a reasonable re-delivery fee.
If you request us to leave goods unattended at your premises, we will do so at your own risk. Once left as instructed, we are not responsible for any loss or damage to the goods.

Transfer of Risk: Risk in the goods passes to you upon delivery. This means that once the goods have been delivered to your address (or handed over to you or your nominated carrier), you assume responsibility for loss or damage to the goods. In practical terms:

If you or your carrier pick up goods from our premises, risk passes to you when the goods are collected.
If we deliver to you, risk passes when the goods are unloaded at your site (or left at your premises as per instructions) even if you are not present to sign for them.
From that point, you should insure the goods against any damage, theft or loss (we highly recommend you have appropriate insurance especially for high-value or mission-critical supplies).
Title (ownership) of the goods remains with us until payment is received (see Title and Ownership), but that does not affect the passing of risk.

Freight and Insurance: Delivery charges you pay typically cover standard freight only. We do not automatically insure deliveries on your behalf beyond the default coverage of the carrier. If you wish to arrange additional transit insurance, please let us know and we can either arrange it at your cost or allow you to arrange it. We package goods to industry standards, but we are not liable for any damage in transit after risk has passed to you. (However, see “Inspection on Delivery” below for how we handle transit damage that is apparent at delivery.)
Inspection on Delivery: Please inspect the goods promptly upon delivery. Check that you have received the correct items and quantities, and that nothing is obviously damaged or defective:

Damage or Shortage: If you notice any damage to packaging or products, or any missing items, note this on the delivery docket or courier’s electronic device before signing. Also, notify us in writing (e.g., via email) as soon as possible, ideally within 48 hours of delivery. We may ask for photos of the damage to assist with our investigation.
Incorrect Goods: If we supplied the wrong goods, or there is an over-supply or under-supply, please inform us within 7 days of delivery.
Failure to notify us of transport damage or shortages within a reasonable time may hinder our ability to assist, especially if the carrier requires prompt claims. In any case, no claim for transit damage will be accepted if the delivery documentation was signed as “received in good condition” (clear of any damage notes), unless you can provide clear evidence that the damage was concealed and caused before delivery.

Late Delivery and Non-Delivery: If you believe a delivery is excessively late or lost in transit, please notify us so we can investigate with the carrier. Any claim for non-delivery of an order must be made within 28 days from the date of dispatch. After that time, if we have not heard from you, we will assume the goods were delivered successfully. We will assist in tracking missing shipments and, if necessary, send replacements or issue a refund for goods that cannot be located, but subject to carrier investigations and our discretion.
Failure to Take Delivery: If we have arranged a delivery date with you and you fail to take delivery (e.g., you postpone or your site is not ready, and we have already dispatched the goods):

We may store the goods for you for a short period, but this will be at your risk and expense. We may charge you for reasonable storage costs if storage is prolonged.
We will attempt to reschedule delivery with you. If the delay in accepting delivery is more than a month from the original date, we may issue an invoice and require payment as if the goods had been delivered, and thereafter hold the goods for you until you are ready (additional storage or handling fees may apply).
For perishable or time-sensitive goods (if any) or items specifically procured for you, failure to take delivery within a reasonable time may result in us treating the contract as cancelled by you, in which case cancellation terms apply (see Quotes and Orders – Order Cancellation by Customer).

Returns and Refunds Where reasonably practicable, especially for remote or government clients, we may accept claims outside the 7-day period if delay was unavoidable.

We want you to be satisfied with our products. Our returns and refunds policy is designed to be fair and compliant with the Australian Consumer Law (ACL).

Change of Mind and Incorrect Orders: As a general rule, if you ordered the wrong item or no longer need the goods, we may (at our absolute discretion) accept a return, but certain conditions apply: A restocking fee will only apply to returns of goods that were supplied as ordered and are not faulty.

You must contact us within 7 days of receiving the goods to request a return authorization for change-of-mind or incorrect ordering.
The goods must be unused, in original condition, and in their original packaging, including all manuals, accessories, and undamaged packaging. They should be in a resaleable condition.
Some products cannot be returned due to change of mind: for example, custom-made or specially procured items, items that have been engraved or embroidered at your request, perishable items, or goods which by their nature are not suitable for resale once opened (such as certain safety or hygiene products where seals are broken).
If we agree to a return, we will issue you instructions for shipping the product back to us. Return freight is your responsibility for change-of-mind returns. We recommend you insure the shipment because we are not responsible for items lost or damaged in return transit.
A restocking fee may apply for non-defective returns. Typically, this fee is around 10% of the item’s price (or a minimum of $30) to cover our handling and inspection costs. We will inform you of any restocking fee when authorizing the return.
Once we receive the returned goods and confirm they are in acceptable condition, we will issue you a credit note or refund (at our discretion) for the original purchase price minus any restocking fee or original shipping charges (original delivery fees are not refundable for change-of-mind returns).
If goods returned to us are not in the original condition (e.g., damaged, used, or missing parts), we reserve the right to decline the refund and will return the goods to you at your expense.

Defective or Damaged Goods (Warranty Claims): If you find that a product is faulty, damaged (not due to transit), or not functioning as intended, please notify us as soon as possible. We provide warranties as required by law and as per any manufacturer warranty.

Initial Inspection Period: You should check the goods within a reasonable time of delivery (we suggest within 48 hours ) and notify us of any obvious defects or issues within that period. This includes things like manufacturing defects, goods that are not as described, or not fit for their obvious intended purpose.
Hidden Defects: If a defect only becomes apparent later (e.g., a latent manufacturing fault), please inform us as soon as you become aware. We will still assist you in line with warranty obligations and ACL consumer guarantees, even if the 7-day initial period has passed.
For any claim, we may request details of the issue and evidence (such as photos or a description of the fault). Depending on the product, we might troubleshoot first (some issues can be resolved with technical support, especially for equipment or machinery).
If the product is confirmed to be defective or not in accordance with your order, we will, at our option:

Repair the product (if a repair is minor and feasible, and will resolve the issue in a timely manner); or
Replace the product with an identical or equivalent item (subject to stock availability); or
Offer a refund or credit of the purchase price (for example, if a replacement is not available or if required by law for major failures).

We will cover the cost of return freight for legitimate warranty claims. We may provide a return shipping label or arrange collection of the item at our cost, or reimburse reasonable return postage costs you incur, provided you contact us to organize the return.
When a product is repaired or replaced under warranty, the remainder of the original warranty period will apply to the new item (or a minimum of 3 months from the repair date, whichever is longer, as per ACL requirements for repaired goods).
We aim to process all warranty claims efficiently. Many issues can be resolved quickly by replacement or refund, but some may require assessment by the manufacturer or our supplier. We will keep you informed of the timeline.

Australian Consumer Law (ACL) Guarantees: Our goods come with guarantees that cannot be excluded under the ACL. For major failures with a product, you are entitled to choose a refund or replacement, and to compensation for any other reasonably foreseeable loss or damage. For a product that is not of acceptable quality and the failure is not a major failure, you are entitled to have the goods repaired or replaced (at our choice). Nothing in these Terms restricts or modifies your rights or remedies under the ACL. In plain language, this means:

Products will be of acceptable quality (safe, durable, free from defects, acceptable in appearance, and do what they are meant to do).
Products will match descriptions we provide or any sample or demonstration model you’ve been shown.
Products will be fit for any purpose you specifically told us about (and which we said the product would meet).
If these guarantees are not met, you are entitled to remedies which may include repair, replacement, or refund, as well as compensation for any consequential loss that was reasonably foreseeable.
We will work with you to resolve any such issues in line with ACL provisions.

Process for Returns/Claims: To return goods or make a warranty claim, please follow these steps:

Contact Us: Reach out to our customer service team by phone or email. Provide your original invoice number, the item code/description, and details of the issue or reason for return.
Return Authorization: We will assess your request and, if appropriate, give you a Return Material Authorization (RMA) or instructions on how to return the item. We may direct you to send the item to us or sometimes directly to a manufacturer’s service center, depending on the most efficient solution.
Return the Goods: Pack the item securely (ideally in its original packaging) and include all accessories. If we provided a shipping label, attach it and drop off the parcel as instructed; otherwise, send it to the address we specify, and keep your shipping receipt.
Assessment and Outcome: Once received, we will inspect/test the item. If it’s a straightforward case (e.g., wrong item sent, obvious defect), we will quickly organize the replacement or refund. If it requires deeper assessment, we’ll let you know an estimated time. We promise to be fair and transparent throughout the process.
Resolution: We will confirm the resolution with you – whether it’s shipping out a new item, processing a refund to your bank or card (or account credit), or any other agreed solution.

No Unauthorised Returns: Please note, we cannot accept returns without prior arrangement. Goods returned “out of the blue” without contacting us may not be processed and could be returned to you. This is to ensure we can track and handle your return appropriately.
Exclusions: We will not be responsible for faults or damage caused by:

Misuse or neglect: e.g., using a chemical product in a manner contrary to instructions, or excessive wear and tear of PPE due to improper care.
Unauthorised modifications: if you modify or tamper with a product, it may void any warranty.
External factors: such as power surges, physical damage, or environmental conditions that the product is not rated for.
However, if you’re unsure whether your situation is covered, please discuss with us. Even if a situation falls outside our standard policy, we aim to help our customers where reasonably possible.

Title and Ownership

Retention of Title: Ownership (“title”) of the goods remains with Yalanji Supplies until you have paid for the goods in full. This means that even after delivery, if you still owe us money for the goods (or any other goods we have supplied to you on credit), those goods remain our property until all amounts are paid. Once full payment has been received by us (in cleared funds), title to the specific goods passes to you.
Goods Supplied on Credit – Bailee Relationship: Until title passes to you:

You hold the goods as our bailee (custodian). This imposes a duty on you to take reasonable care of the goods and to keep them identifiable as our property.
You must keep the goods in your possession or control, safely and securely. Do not onsell or part with possession of the goods except as permitted below.
You must keep the goods in good condition (reasonable wear and tear excepted) and maintain them according to any instructions or intended purpose.
You must store the goods separately (if practical) or in a manner that they can be readily identified as our goods. For example, keep them labeled or segregated in your warehouse, especially if you’ve received similar goods from other suppliers.
You must insure the goods (if insurable) at their full replacement value, from the time of delivery, against loss, theft, and damage. If any insurance claim is made on those goods before you have paid us, you agree that we are entitled to receive the insurance proceeds (or a relevant portion of them) to the extent of the unpaid amount.

Right to On-Sell in Ordinary Business: We understand that if you are purchasing goods (for example, for resale or for use in your projects), you may need to use or resell the goods before you have paid us in full (particularly under our credit terms). We grant you the right to use or resell the goods in the ordinary course of your business provided that:

This right can be revoked by us at any time if we have concerns about your ability or willingness to pay (for instance, if you default or we have reasonable grounds to believe you may not pay on time).
If you do sell the goods to a third party before paying us, you must do so as fiduciary agent for Yalanji Supplies. This means you are selling on our behalf (though without us being responsible to the third party – your customer).
Proceeds of Sale: If you sell any goods before paying us, you hold the proceeds of that sale on trust for Yalanji Supplies to the extent of the price you owe us for those goods. Practically, this means you should set aside or account to us for the money you receive. For example, if you sold our product for $100, and you haven’t paid us $70 that you owe for it, then $70 of that sale price is our money. You must keep such amounts separate and not use them for other purposes until you have paid us.
At our request, you agree to assign to us your rights to recover the purchase price from your buyer (third party) if you haven’t paid us. We would only exercise this right if you are in default, essentially stepping into your shoes to collect our portion of the proceeds.

Prohibition on Other Security Interests: You must not pledge, mortgage, charge, or otherwise encumber the goods that are still owned by us. They must remain free of any other security interests. For instance, you shouldn’t use our goods (that you haven’t paid for yet) as collateral for a loan or allow any lien over them (except any lien we have through these Terms). If any other party tries to claim an interest in the goods (for example, by seizure or legal process against you), you must inform them that the goods belong to us and notify us immediately.
Repossessing Goods: If you breach these Terms by failing to pay on time, or if we reasonably believe that the goods are at risk (for example, you become insolvent, or an external administrator is appointed to your business, or you are likely to breach the Terms), we reserve the right to retake possession of any goods to which we retain title:

You agree to cooperate and allow us (or our agents) to enter any premises where the goods are stored in order to inspect or repossess those goods. This entry can be made at any time, without prior notice, as permitted by law. We will act reasonably and not cause unnecessary damage or disturbance.
We will only repossess what is necessary to recover the unpaid amounts or to secure our interests. If your unpaid debt is for some but not all of the goods in your possession, we may choose specific items to reclaim (typically those most readily identified as ours or of equivalent value to the outstanding debt).
Repossession of goods is not a cancellation of the order unless we explicitly notify you. We may resell any repossessed goods to recover our costs, and if we do so, we will credit your account with the net proceeds of sale (after deducting our reasonable costs of repossession and sale). You will remain liable for any shortfall if the sale proceeds do not cover your debt to us.
If we fully recover our costs and the debt, any surplus from the sale of repossessed goods will be returned to you (or to any other secured creditor entitled to it, if required by law).

PPSA Acknowledgment: You acknowledge that our retention of title arrangement constitutes a “Purchase Money Security Interest” (PMSI) in our Favor under the PPSA in all goods we supply to you (and their proceeds). We may register this security interest on the PPSR. You agree to do any act (such as providing information or signing documents) that is reasonably required by us to ensure our security interest is enforceable, perfected, and has priority over others.
Waiver of PPSA Rights: To the extent the law allows, you waive certain rights under the PPSA. In particular, you waive your rights to receive any notices or statements under the PPSA (such as notice of our intention to seize collateral, or notice of sale of collateral, and the right to receive a verification statement upon registration) that we are not obliged by law to provide. You also agree, to the extent permitted by section 115 of the PPSA, that sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA will not apply, and nor will any other provisions that can be lawfully contracted out of. (These sections generally provide rights to the debtor that we are modifying by agreement – for example, rights to receive notices, to object to a purchase of the collateral, etc.) This is to better secure the goods in case of default. We will act in good faith and reasonably in enforcement and will not disclose information about our security interest to third parties except as allowed under PPSA or required by law.
Insolvency: If before title passes to you, you become insolvent (e.g., you go into liquidation, administration, or bankruptcy, or a receiver is appointed over assets, or you enter a scheme with creditors):

No further sale: Your right to sell or use the goods in the ordinary course of business immediately terminates.
Any such event will be considered a default under these Terms, and we have the rights stated above to enter premises and recover goods. Additionally, in such circumstances, you (or any representative, such as an administrator) must not use or sell our goods without our consent.
Our retention of title and security interest is designed to give us priority to claim back our goods or their value in such an event, as allowed by law.

By including the above provisions, we aim to ensure clarity on ownership until payment and to comply with the PPSA. We want to continue supplying you confidently, knowing that if things go wrong, we have some protection for goods supplied on credit.

Warranty and Liability

Product Quality and Purpose: Yalanji Supplies warrants that the goods we supply:

Are owned by us or our suppliers free of any undisclosed security interests (other than our retention of title outlined above). In other words, we have the right to sell them to you and no third party has a lien or claim on them at the time of delivery.
Will correspond with any description we have provided and any sample you were shown (if any).
Are of merchantable (acceptable) quality – meaning they are free from major defects, safe and durable given their nature, and acceptable in appearance and finish.
Are reasonably fit for the purposes for which goods of that kind are commonly supplied. If you have told us about a particular purpose you need the goods for, and we have said the goods will meet that purpose, then they will be fit for that specified purpose as well.

However, for any custom use or unusual application of the goods that you did not discuss with us, we do not warrant fitness for that uncommunicated purpose. You are responsible for assessing the suitability of the goods for your specific needs, especially in specialized industrial applications.

Manufacturer Warranties: Many of our products (e.g., equipment, machinery, PPE with moving parts, etc.) come with a manufacturer’s warranty. Where applicable, we will pass through to you the benefit of any manufacturer’s warranty. This may provide repair or replacement of the item for a set period (e.g., 12 months) under certain conditions. Details of any such warranty will be enclosed with the product or available on request. To claim under a manufacturer’s warranty, you can usually approach either the manufacturer or us; we will assist in facilitating any valid claims.
Limitation of Liability – Remedies: To the fullest extent permitted by law (and subject to the ACL provisions for consumers):

If a product supplied by us is proven to be defective or not complying with our warranties or these Terms, our liability is limited, at our election, to one of the following remedies:

Replacement of the goods with the same or equivalent goods;
Repair of the goods; or
Payment of the cost of replacement or repair (for example, reimbursing you the price you paid or the cost to have the defect remedied).

This aligns with the remedies for non-major failures under the ACL for consumers and is also the agreed limit for business purchases that are not under ACL.

We will decide which remedy to provide in a given situation, considering what is reasonable and any preferences you have expressed. Our goal is to rectify issues promptly while meeting our legal obligations.

No Consequential or Indirect Liability: Except to the extent we are liable under the ACL or it is otherwise unlawful to exclude or limit such liability, Yalanji Supplies will not be responsible for any indirect or consequential losses you may incur. This includes, for example:

Loss of profit or revenue: if the goods failing causes you to lose business or income.
Loss of production or business interruption: e.g., downtime costs if a part we supplied fails and halts your operations.
Loss of opportunity or contracts: if you miss out on a project or incur penalties because of a delay or issue with our goods.
Indirect costs: such as the cost of capital, or costs to procure substitute goods from another supplier (unless we are required to pay such cost under ACL due to a major failure).
Any remote or speculative damages.

We supply goods for use in industrial settings (mining, construction, infrastructure, etc.), and while we acknowledge those uses, we cannot assume liability for all possible downstream effects in your business. We price our products based on this understanding of limited liability. You agree to this allocation of risk.

Total Liability Cap: To provide you with clarity, our total aggregate liability for any claims arising out of or in connection with the supply of goods (whether arising in contract, tort (including negligence), or statute) will not exceed the total price paid by you for the goods that are the subject of the claim. For example, if you have an issue with $5,000 worth of products on one invoice, our maximum liability is capped at $5,000 for that incident (plus any applicable interest or costs recoverable by law). This cap applies to direct losses – as indirect losses are disclaimed above. This limitation does not apply to personal injury or property damage caused by our goods to the extent that such liability cannot be limited by law.
Exceptions: Nothing in these Terms is intended to exclude or restrict:

Liability for death or personal injury caused by our negligence (if, for instance, a product we supplied was proven to be dangerously defective and caused harm).
Liability for fraud or deliberate wrongdoing by us.
Any consumer guarantees or statutory warranties that apply and cannot be excluded. Under ACL, for example, our goods come with non-excludable guarantees as detailed earlier.

Customer’s Responsibilities: You acknowledge that you are responsible for using and maintaining the goods correctly. This includes:

Following any instructions, guidelines or specifications provided for the goods (especially for chemical products like degreasers or coolants – use them as directed, with proper safety precautions).
Using the goods only for their intended purpose. For example, using a spill kit in accordance with recommended practice, or wearing PPE in the proper manner.
Ensuring that any person who uses the goods (your employees, contractors, etc.) is properly trained and informed about their correct use, and about any risks or necessary safety measures.
Conducting any required inspections or maintenance. Some equipment or safety gear requires periodic checks or servicing.

If a problem arises from misuse or failure to follow instructions, we will not be liable for the resulting damage or loss, and any warranty may be void. That said, we encourage you to contact us if you have any issues – even user-caused problems – because we may be able to help resolve or repair at a cost, or advise on a solution.

Indemnity for Third-Party Claims: To the extent allowed by law, you agree to indemnify and hold harmless Yalanji Supplies and our directors, employees, and agents against any third-party claims or liabilities that arise out of: This indemnity only applies to losses arising from your misuse, breach, or negligence, and does not make you liable for our actions or those of our suppliers.

Your breach of these Terms,
Your misuse of the goods, or
Your negligence or wrongful act in relation to the goods.

For example, if you resell our goods to a third party and alter the goods or provide incorrect advice that causes that third party to suffer loss and they sue us, this indemnity means you will cover us for our costs or liabilities in that situation. This indemnity is not intended to make you liable for our own negligence or misconduct, but to protect us from losses that are actually caused by your actions or inactions. We will promptly inform you of any such claim and cooperate with you.

Advice and Information: Any technical information or advice given by Yalanji Supplies (e.g., about suitable products for a task, or how to use a product) is given in good faith and to the best of our knowledge at the time. However, it is general in nature and you should not rely solely on our advice for critical decisions. We do not charge a specific fee for advice, and therefore we do not accept liability for any damage arising from free advice or information we provide, unless that information is explicitly confirmed in writing as part of the contract for supply and is incorrect due to our negligence. You are responsible for ensuring that the goods and quantities ordered meet your requirements.
Warranties Excluded: Apart from the warranties expressly set out in these Terms and any that cannot be excluded under law, we make no other warranties or guarantees. For instance, we do not promise that the goods will be compatible with other specific equipment unless we have stated so, nor do we warrant that using the goods will achieve a particular outcome for you (unless such outcome was expressly agreed as part of the sale). All conditions, warranties or other terms implied by statute or common law are hereby excluded to the extent legally permitted.

Dispute Resolution We agree to extend this timeline to such longer period as the parties agree in good faith, especially to accommodate government processes.

We value our relationship with our customers – including businesses of all sizes and government clients – and we aim to resolve any disagreements amicably and efficiently. The following steps outline our dispute resolution process:

Initial Communication: If you have any concerns or are dissatisfied with our products or the implementation of these Terms, please first contact your Yalanji Supplies account manager or our customer service team to discuss the issue. Often, what might be a dispute can be resolved quickly through prompt communication and understanding each other’s perspective. We encourage you to raise any issues as soon as they arise.
Good Faith Negotiation: Both you and we agree to try to negotiate in good faith to resolve any dispute or claim arising out of or in connection with these Terms or a sale. This means we will listen to your concerns and attempt to come to a mutually acceptable solution (and we expect the same in return). This could involve meetings or telephone conferences between people with authority to resolve the matter (for example, a senior manager from your side and a senior manager from our side).
Mediation (if needed): If we cannot resolve the dispute between ourselves within a reasonable time (say, 14 days from when the issue was first raised, or another mutually agreed timeframe), either party may propose to refer the dispute to mediation. Mediation is a process where an independent third-party mediator helps the parties try to reach a settlement.

The mediation would be conducted in a mutually agreed location (or via an online platform) and in accordance with the rules of a reputable mediation service (for example, using a mediator accredited under the Australian National Mediator Standards, possibly via a body like the Australian Disputes Centre or Resolution Institute).
The costs of mediation (mediator’s fees, venue, etc.) will be shared equally between us, unless we agree otherwise. Each party will otherwise bear its own costs of attending mediation (like travel costs, attorney fees if any, etc.).
We both agree to genuinely participate in the mediation once initiated, and to try to reach a resolution.

Escalation to Legal Proceedings: If a dispute is not resolved through negotiation or mediation, either party is free to pursue other legal avenues to resolve the matter. This could mean initiating court proceedings or arbitration (if both sides agree to arbitration). Nothing in this dispute resolution clause prevents either party from seeking urgent interim relief from a court (for example, an injunction to prevent something) if necessary to protect that party’s rights or assets. For instance, if we needed to preserve the goods from being sold or you needed to prevent an unlawful disposal of collateral, immediate court action might be appropriate.
Government Procurement Disputes: If you are a government client and the dispute relates to a contract under a government procurement framework, we acknowledge that there might be specific dispute resolution steps required by that framework (such as escalation to certain officials or use of certain arbitration bodies). We agree to comply with any mandatory dispute processes that apply by law or policy for government contracts. This may include, for example, the involvement of a government contract manager or adherence to the dispute resolution procedures outlined in your purchase order terms if those terms have been mutually agreed to override this clause. (Usually our Terms govern, but in government procurement there may be negotiated terms.)
Continued Performance: During a dispute, as far as practicable, both parties should continue to perform their obligations under any ongoing orders or agreements (e.g., we will continue to supply any undisputed orders, and you will continue to pay any undisputed invoices) unless to do so would be impossible or the matter in dispute precludes it.

We believe that by following these steps, most issues can be resolved without resorting to formal legal action. Our aim is always to have a satisfied customer and to preserve a positive working relationship.

General Provisions

This section includes various general terms that support the above clauses and clarify how these Terms operate.

Compliance with Laws: Both parties will comply with all applicable laws in relation to the performance of these Terms. This includes Australian privacy laws (in handling any personal information exchanged), work health and safety regulations (for example, if on-site delivery or installation is involved), and environmental regulations (especially relevant to handling of chemicals, spill kits, etc.). If our engagement or the goods relate to a government project or an Indigenous procurement program, Yalanji Supplies will adhere to any mandatory government policies (such as the Commonwealth Indigenous Procurement Policy or state-based indigenous business requirements) insofar as they apply to us as a supplier. For instance, if a government contract requires us to report on indigenous employment or subcontracting, we will fulfill those requirements.
Indigenous Business Acknowledgment: Yalanji Supplies Pty Ltd is an Indigenous-owned business. We are proud to support Indigenous economic development. While this does not directly alter the commercial terms of trade, government and corporate clients utilizing Indigenous procurement frameworks can be assured that we meet the relevant criteria (e.g., certification with Supply Nation or a similar body, if applicable). If you require documentation or confirmation of our Indigenous status for your procurement records, we will gladly provide it upon request.
Entire Agreement: These Terms, along with any accepted orders, quotes, or written variations agreed by us, form the entire agreement between you and us for the supply of goods. They supersede any prior understandings or communications. You have not relied on any representation, warranty or promise that is not expressly stated in these Terms. (If any additional terms are agreed in writing – for example, specific to a large supply contract – those terms will apply to that contract and should be read in conjunction with these Terms. In the event of inconsistency, the specific agreed terms would usually prevail.)
Variations to Terms: We may update or vary these Terms from time to time. If we do, we will provide the updated Terms on our website or by email/notice to our active account customers. Any changes will not retroactively affect orders already in progress but will apply to new orders going forward. It is your responsibility to review the current Terms when engaging in new dealings with us. If you continue to order from us after an update to the Terms, you will be deemed to have accepted the revised Terms. For significant changes, we will do our best to bring them to your attention.
Assignment: Yalanji Supplies may assign or subcontract its rights and obligations under these Terms or any order to a third party, for example, transferring our accounts receivable to a finance company or having a logistics partner fulfill delivery, provided that this does not reduce the guarantees to you. We will remain responsible to you for the performance of any obligations we subcontract. You may not assign or transfer your rights or obligations under an order or these Terms to any other party without our prior written consent. (For example, if you sell your business and want the new owner to take over the supply arrangement, please contact us to discuss novation/assignment; we would typically need to run new credit checks, etc.)
No Waiver: If we do not insist on strict performance of any part of these Terms, or we delay in exercising a right (e.g., not immediately enforcing a late payment), this is not a waiver of our rights. We can still enforce the obligation or right later. Any waiver of a breach of these Terms must be in writing and signed by us to be effective, and it will not be a waiver of any other breach or of the provision itself going forward.
Severability: If any provision of these Terms is found to be invalid, unenforceable, or illegal by a court or relevant authority, that provision will be severed (removed) from the agreement, and the rest of the Terms will remain in full effect. The parties shall negotiate in good faith to replace any invalid provision with a valid one which, as far as possible, achieves the purpose of the original provision.
Force Majeure: We will not be liable for any delay or failure in performing our obligations (other than your obligation to pay money) if that delay or failure is due to circumstances beyond our reasonable control. This includes, for example, acts of God, natural disasters, acts of war or terrorism, civil disturbances, strikes or industrial action, supplier or manufacturer delays, epidemics or pandemics, or governmental actions. If such events occur, we will notify you and will perform the obligations as soon as we reasonably can. You will similarly not be in breach for delays caused by force majeure affecting you (e.g., if a cyclone shuts down your site and you can’t take delivery, provided you inform us).
Notices: Any formal notice or communication under these Terms should be given in writing. We will use your last known email or postal address. You can send notices to us at our registered business address or our official email. Notices are deemed received:

If delivered by hand, on the day of delivery.
If sent by post within Australia, on the 3rd business day after posting.
If sent by email, on the day of sending (or next business day if sent after business hours), provided no bounce or error message is received.
It is your responsibility to keep your contact details up to date with us to ensure you receive all communications.

Governing Law and Jurisdiction: These Terms and any transactions between us are governed by the laws of the State of Queensland and the laws of Australia. We and you agree that any disputes will be heard in the non-exclusive jurisdiction of the courts of Queensland. “Non-exclusive jurisdiction” means that if you are in a different state or country, we reserve the right to initiate proceedings there, and likewise, but Queensland is the primary location. (If your head office is in another state or you are a Commonwealth entity, we are open to agreeing on an alternate jurisdiction if required by law or mutual agreement, but in absence of that, Queensland law applies.) This clause is subject to any applicable Commonwealth or state laws or mandatory government procurement policies.
Government Customers: We acknowledge that if you are a government department or agency, certain legal provisions may apply notwithstanding anything in these Terms. For example, procurement rules might dictate terms around indemnities, intellectual property, audit rights, or termination for convenience. To the extent any requirement is mandated by law or government policy (and cannot be changed by agreement), those requirements will prevail over inconsistent provisions in these Terms. We will work with our government clients to ensure compliance with all such requirements in good faith. If a specific contract or purchase order with a government includes its own terms that have been agreed to by us in writing, those terms will take precedence to the extent of any inconsistency with these Terms for that transaction.
Headings and Interpretation: The headings in this document (like “Credit Terms” or “Delivery and Risk”) are for convenience and readability only. They do not affect the interpretation of the clauses. Words in the singular include the plural and vice versa, and any examples given (using words like “including” or “for example”) are for illustration and do not limit the broad scope of the provision.
No Partnership, etc.: Our relationship is one of supplier and customer. Nothing in these Terms is to be interpreted as creating a partnership, joint venture, or employment relationship between us. Neither party is an agent of the other, and neither has the right to bind the other in any way beyond the terms of purchase and sale herein.
Feedback and Continuous Improvement: Finally, we welcome feedback on these Terms or any aspect of our service. Our goal is to be transparent, fair, and easy to do business with. If you feel any part of these Terms is unclear or unfair, please let us know – while we have to protect our business interests, we are committed to maintaining strong, trust-based relationships with our clients. Thank you for trading with Yalanji Supplies Pty Ltd. We look forward to continuing to supply you with quality products and service under these Terms.

Terms and Conditions

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