Unifour – Trading Terms
Unless otherwise agreed in writing by Unifour and the Customer, these Trading Terms are the only Trading Terms on which Unifour supplies Goods and/or Services to the Customer and are incorporated into and form part of all Orders accepted by Unifour. By submitting an Order with Unifour, you agree to be bound by these Trading Terms. If you do not accept these Trading Terms, you will not be able to place an Order with Unifour.
1. In these Trading Terms:
“Customer”, “you”, “your” means the person or business to whom the Goods and/or Services are supplied by Unifour in accordance with these Trading Terms.
“Cut Off Time” means 2pm Melbourne, Australia time on the business day prior to the scheduled date for Delivery of the Goods, unless otherwise notified to you at the time of Order.
“Delivery” means delivery of the Goods directly to a person authorised by the Customer to receive the Goods at the Location.
“Fruit Box Group Business” means Unifour, The Fruit Box Group Pty Ltd (ACN 092 238 634) trading as “The Fruit Box Group” and any other business operated by The Fruit Box Group Pty Ltd (ACN 092 238 634) from time to time.
“Goods” means the consumable goods, including alcohol products, supplied by Unifour to the Customer from time to time under these Trading Terms.
“Location” means the location nominated by the Customer as the place for Delivery and notified to Unifour in writing, or such other location agreed between Unifour and the Customer.
“Order” means any written or telephone order for Goods placed by the Customer with Unifour.
“Services” means any services provided by Unifour in respect of the Goods, including any Delivery services.
“Unifour”, “we”, “us”, “our” means The Fruit Box Group Pty Ltd (ACN 092 238 634) trading as “Unifour Corporate Foodservice”.
“Website” means www.unifour.com.au.
2. These Trading Terms override any inconsistent terms or conditions in any document or communication in relation to the supply of the Goods and/or Services or earlier course of dealing. This applies even if the Order, delivery receipt or any other document contains a similar condition to this one or if Unifour fails to object to any term or condition the Customer purports to include in its agreement with Unifour.
3. You will be subject to the Trading Terms in force at the time you submit an Order with Unifour.
4. By placing an Order with Unifour, you represent to us that you are:
(a) at least 18 years of age;
(b) resident in Australia;
(c) legally capable of entering into a binding agreement; and
(d) a representative of a business or corporate entity and you are not purchasing the Goods for personal, domestic or household use or consumption.
5. Supply and Delivery of Goods and/or Services will only be made against an Order. Placement of an Order by the Customer constitutes an offer to enter into an agreement with Unifour, which agreement is formed upon acceptance by Unifour of an Order.
6. To place an Order with Unifour online through our Website, you must be registered as a Customer. Unifour will provide all reasonable assistance to you with this process and you agree to provide all information to us which is necessary to establish an account. To the extent that we provide you with login or other details to enable you to access and use your online account, all details must be stored in a secure location and otherwise remain secure at all times and you agree to only provide such details to persons authorised by you to use them.
7. Unifour may accept the Order by: (i) communicating acceptance of the Order in writing or verbally; (ii) providing an invoice for the Goods and/or Services; or (iii) by supplying the Goods and/or Services. Unifour reserves the right to accept or reject an Order at any time for any reason, including if the Goods are not available for Delivery, if there is an error with an Order, or if any outstanding amounts are owed by you to another Fruit Box Group Business. If we reject an Order, we will endeavour to notify you of such rejection as soon as possible after the Order is placed by you.
8. Unifour accepts no responsibility for incorrectly placed Orders. In the event of a dispute, Unifour’s internal records will be conclusive evidence of the details of the Order, when the agreement was formed and the Goods and/or Services supplied by Unifour.
9. All Orders for Goods which include alcohol products and which are accepted by Unifour are processed and distributed by us and sent from our licensed premises.
10. If you submit an Order for Goods which include alcohol products, you:
(a) acknowledge that it is against the law to sell or supply alcohol products to, or obtain alcohol products on behalf of, a person under the age of 18 years; and
(b) warrant that you are not obtaining the alcohol on behalf of, or will supply alcohol products to, a person under the age of 18 years.
Availability and substitution
11. Substitution of particular Goods may be necessary to ensure that Delivery of your Order takes place in a timely manner. If substitution is required, Unifour will use the utmost care and attention to ensure that any substituted Goods are as similar as possible to the item purchased as part of the Order.
Title, Delivery and Risk
12. As between Unifour and the Customer, Unifour retains legal and beneficial title to the Goods until Unifour has received payment in full and cleared funds for all amounts payable by the Customer in relation to the Goods, including any Delivery fee or other additional fees and charges.
13. The Customer agrees that risk in the Goods shall pass to the Customer at the time of Delivery of the Goods at the Location. We accept no liability or responsibility for the Goods once risk has passed to you.
14. Unifour may, from time to time, subcontract any Services relating to Delivery to a third party to ensure the Goods are delivered to the Customer at the Location.
15. Unless otherwise agreed by Unifour, the Customer must make all arrangements necessary to enable Delivery at the Location.
16. Unifour will endeavour to deliver, or arrange for Delivery of, the Goods to you at the Location by the scheduled Delivery date. However, if we are unable to deliver the Goods by such date and/or at the Location, Unifour will not be liable for any delay associated with the event. If this occurs, Unifour undertakes to notify you as soon as reasonably possible and to use all reasonable efforts to deliver the Goods to you at the Location, or an alternative location agreed with you, without further delay.
17. If your Order is for Goods which include alcohol products, you agree that we may request that you, or a person authorised by you to accept Delivery, provide us with photographic identification confirming proof of age.
18. If re-delivery of the Goods is required at an alternative time to the scheduled Delivery date or at an alternative location through no fault of Unifour, an additional re-delivery fee may be charged.
Price and payment
19. The price, fees and charges for the Goods and Services shall be the price, fees and charges current at the date of acceptance of the Order and specified on our Website or otherwise notified by Unifour.
20. All price-lists and quotations provided by Unifour from time to time are based on prices and availability at that time but the Customer acknowledges and agrees that these prices are subject to variation and that final prices stipulated in the invoice are binding.
21. Prices, fees and charges for Goods and Services are subject to taxes, including GST, where applicable.
22. All amounts payable by the Customer under these Trading Terms are payable within 14 days of the date of invoice unless otherwise agreed by Unifour in writing. Late payment shall incur interest at the rate of 10% per annum calculated on a daily basis. Interest shall be payable on all outstanding amounts owed by the Customer to Unifour under these Trading Terms from the date payment was due until the date payment is received in full by Unifour. Unifour reserves all other rights in relation to late payments by the Customer.
Cancellation or variation of an Order
23. Subject to items 24 to 29 of these Trading Terms, you may request to cancel, withdraw, pause or vary any Order by notice in writing to Unifour by contacting us via email at email@example.com or by calling us on 1300 864 368. In the event that such a request is not accepted by Unifour, subject to these Trading Terms, the Customer must satisfy its obligations under these Trading Terms as if the request had not been made, including making payment for any Goods or Services delivered prior to such time.
Credits, refunds and returns
24. If you cancel, withdraw, pause or vary an Order for Goods for which Unifour has received payment, you may request a refund by contacting us via the methods set out in these Trading Terms.
25. Subject to items 26 and 27 below:
(a) where the refund request relates to an Order that was cancelled, paused or withdrawn before the Cut-off Time, the value of the relevant Order will be refunded to you less a $15 administration fee;
(b) where the refund request relates to an Order that was cancelled, paused or withdrawn on or after the Cut-off Time, an amount equal to 50% of the value of the relevant Order will be refunded to you; and
(c) where the refund request relates to a variation to an Order, and the amount payable for the variation is less than the original amount paid for the Order, unless otherwise agreed with Unifour, we will apply the amount of any difference arising as a result of the variation as a credit to your next Order.
26. Subject to item 27, we are unable to provide any refunds or credits for any Orders for Goods which have been dispatched to our courier for Delivery.
27. The Customer may, within 14 days of Delivery of the Goods, return the Goods to Unifour for change of mind and obtain a credit, based on the following conditions:
(a) a return authorisation is obtained from Unifour in advance of goods being returned;
(b) the Goods are in their original packaging, unopened, and otherwise as new and in saleable condition; and
(c) risk in the Goods remains with the Customer until received by Unifour.
28. Any change of mind returns may be subject to a restocking or return fee at Unifour’s reasonable discretion.
29. Unless agreed otherwise, any amounts refunded to you which are not applied as credit will be paid to you by Unifour using the same payment method used by you in relation to the Order.
30. Our Goods come with guarantees which cannot be excluded under the Australian Consumer Law. If there is a major failure in relation to the Goods, you are entitled to a replacement or refund for the Goods affected and compensation for any reasonably foreseeable loss or damage. If the failure does not amount to a major failure but the Goods fail to be of acceptable quality, you are entitled to have the Goods repaired (where possible) or replaced.
31. Unifour accepts liability to the Customer where not to do so would be illegal, or would make any part of the Trading Terms void or unenforceable. To the extent permitted by law, Unifour only accepts liability to the Customer in connection with the supply of Goods and/or Services to the extent expressly provided in these Trading Terms or as otherwise agreed in writing by Unifour.
32. Subject to item 34 of these Trading Terms, Unifour’s maximum liability to the Customer for any loss the Customer suffers or incurs in connection with these Trading Terms or any other liability arising out of or in connection with their subject matter, whether based in contract, tort (including negligence), statute or otherwise, is, to the extent permitted by law, limited to the amount the Customer has paid to Unifour for the relevant Goods and/or Services pursuant to these Trading Terms.
33. Unifour excludes any other liability Unifour might otherwise have to the Customer (whether based in contract, tort (including negligence), statute or otherwise) including for any loss or damage which is:
(a) special, indirect, incidental or consequential; or
(b) a loss of revenue, loss of profits, failure to realise expected profits or savings, loss or corruption of data and any other commercial or economic loss of any kind, except and to the extent that such loss or damage arises as a result of our own negligence or wilful misconduct.
34. Our liability to the Customer for loss or damage of any kind arising out of or in connection with these Trading Terms is reduced to the extent (if any) that the Customer causes or contributes to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise.
Exclusion of implied terms
35. To the extent permitted by law, all terms, conditions, guarantees or warranties that would be implied into these Trading Terms or in connection with the supply of any Goods and/or Services by Unifour under law or statute or custom are excluded.
36. Except to the extent that Unifour has caused or contributed to any loss or damage suffered by the Customer, the Customer indemnifies Unifour and shall keep Unifour indemnified against all liability, loss, costs (including legal costs on an indemnity basis), charges and expenses Unifour suffers (either directly or indirectly) in connection with:
(a) the Customer's breach of these Trading Terms or any other act or omission by the Customer;
(b) any claim or demand made by a third party against Unifour in connection with the Goods and/or Services supplied to the Customer; and
(c) Unifour exercising or enforcing its rights under these Trading Terms.
37. Changes to your address details, payment details and/or Delivery instructions must be communicated to us via email at firstname.lastname@example.org or by calling us on 1300 864 368 by the Cut-off Time set out in these Trading Terms. It is your responsibility to ensure that these details remain valid and up to date.
38. We are not responsible for any delay, delivery or other issues associated with out of date information submitted by you to us, and we reserve the right to seek reimbursement from you for any expenses we incur as a result of such out of date information.
39. All complaints and/or disputes must be made in writing to email@example.com, setting out the details of the issue. Following receipt of a complaint or dispute, Unifour will use reasonable efforts to deal with the issue in an appropriate and timely manner.
40. We will not be liable or responsible for any failure to deliver, or arrange Delivery of, the Goods or to perform any other Services or obligations under these Trading Terms, where such failure is caused by events that are outside our control (Force Majeure Event). A Force Majeure Event includes any act, event, omission or accident beyond our reasonable control, including without limitation, extreme weather events such as cyclones or bushfires resulting in the unavailability of certain Goods. Our performance under these Trading Terms will be deemed to be suspended for the period that the Force Majeure Event continues.
42. Our Website terms, which form part of these Trading Terms, are set out in a separate section of our Website. You should refer to these terms before using any part of the Website.
43. Unifour may, from time to time, amend these Trading Terms to reflect changes in market conditions, changes in our business processes, changes to technology and any changes required by law. If amendments are made to these Trading Terms, Unifour will notify you of any such amendments, including by posting updated trading terms on our Website. Following such changes, any future Orders of Goods and/or Services from Unifour will constitute acceptance of the updated terms.
44. These Trading Terms apply to and are binding on you and us and on our respective successors and assignees.
45. You must not transfer, assign, charge or otherwise dispose of your rights or liabilities under these Trading Terms without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of any of our rights or obligations arising under these Trading Terms, at any time without your prior consent.
46. Any failure by us to enforce any provision under these Trading Terms, to insist upon strict performance of any of your obligations, or to exercise any of the rights or remedies to which we are entitled, will not constitute a waiver of such provisions, obligations, rights or remedies and will not relieve you from compliance with these Trading Terms.
47. Unifour may set off any amount that it owes the Customer under these Trading Terms against any amount that the Customer owes it under these Trading Terms. The Customer must not set off any amount that it owes Unifour under these Trading Terms against any amount that Unifour may owe it under these Trading Terms.
48. If any term or condition or part of a term or condition is illegal, unenforceable or invalid, that term or condition or part of the term or condition is to be treated as removed from these Trading Terms, but the rest of these Trading Terms are not affected.
49. These Trading Terms shall be governed by the laws of the State of Victoria, Australia and the Customer agrees to submit to the non-exclusive jurisdiction of its courts.