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Vendzone Terms & Conditions of Trade

1 Interpretation
1.1 In these terms and conditions:
a. Agreement” means the agreement between the Company and the Customer to provide Goods and Services to the Customer pursuant to an Order Form subject to these Terms and Conditions of Trade (as amended from time to time) (” the Terms”).

Company” means Vendzone Pty. Ltd. ACN 138 383 883, U24,1866 Princess Highway Clayton, Victoria 3168

b. Consumer Guarantee” means a consumer guarantee as prescribed by Schedule 2 of the Competition and Consumer Act 2010 or analogous legislation;
c. Customer” means the purchaser of the Goods and/or Services from the Company;
d. Goods” means vending machines any other automatic merchandising products supplied by the Company from time to time to the Customer as specified in the Order Form;
e. GST” means the Goods and Services Tax as defined in the GST Act;
f. GST Act” means the A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth);
g. Order Form” means the form given by the Company to the Customer for the placement of an order for Goods and / or Services with the Company;
h. Price” means the price of the Goods and/or Services as provided on a price list provided by the Company from time to time. Price lists or price catalogues do not constitute any offer by the Company whatsoever. The price of Goods does not include delivery, freight charges, site location or installation services fees by the Company unless specifically stated by Company in writing.
i. Quotation“means any oral or written quotation for the supply of Goods and / or Services.
j. Services” means the installation of Goods, site location, and technical assistance services supplied by the Company to the Customer as outlined in the Order Form and in accordance with these Terms.


2. Prices and Terms
2.1 Prices and terms may be subject to alteration. Where possible, we will notify you of these changes in advance. Unless otherwise specified, prices are exclusive of GST and any GST payable must be paid by the Customer to the Company in addition to the price and in the same manner and at the same time as the consideration for the supply is required to be paid by the Customer to the Company under these Terms.
2.2 These Terms apply to each and every order or request from a Customer for Goods or Services and there shall be no contract until an Order Form is received by the Company and accepted by the Company in writing or by the Company delivering the Goods or Services the subject of the Order Form.


3 Precedence
3.1 These Terms (as amended from time to time) , the Order Form Quotation, and any other written instruction or authority provided by the Company to proceed constitute the entire agreement between the Customer and the Company, and:
3.2 Subject to clause 3.1, these Terms supersede all prior or contemporaneous oral or written communications, proposals, terms and representations to the extent permitted by law and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between the parties during the term of the Agreement;
3.3 No modification to the Agreement will be binding, unless in writing and signed by a duly authorised representative of each party.


4 Quotations and Orders.
4.1 Any quotation will remain valid for a period of thirty (30) days from the date on which it was made.
4.2 Prices in the quotation are based on the Price at the date of the quotation;
4.3 The Customer acknowledges and agrees that the prices or estimates in the quotation may vary after the date of the quotation and that it will pay for all additional incidental or ancillary charges, rates and disbursements as reasonably required by the Company or any third party. The Company will promptly notify the Customer of any such variation.
4.4 The Company will provide written confirmation to the Customer of the quotation before processing the Customer’s order. By accepting the quotation and paying the Company’s invoice, the Customer acknowledges that they have read and understood these Terms and Conditions and that they agree to be bound by these Terms and Conditions;


5 Variation and Cancellation of Orders
5.1 No order for the sale of Goods or request for the Company to perform services shall be cancelled without the written consent of the Company. In the event the Customer purports to cancel any order or request, such attempt may at the Company’s election be treated as a repudiation of the contract between the parties and the Customer shall pay to the Company all losses, damages, costs, interest fees, charges including handling charges payable to both the Company and its suppliers (if any) and the expenses incurred or suffered by the Company as a result of the repudiation of the contract.
5.2 Orders for sale of Goods and requests for the Company to perform services shall not be varied unless the variation is in writing and accepted by the Company in writing. Any request for a variation shall be posted by prepaid post to Customer Service at the Company
5.3 The Company’s acceptance of the variation shall be posted by prepaid postage to the address of the Customer to which the Company renders accounts or sent by facsimile or email.


6 Credit Information
6.1 The Customer irrevocably authorises the Company, its servants and agents to make such enquiries as it deems necessary to investigate the credit worthiness of the Customer from time to time including the making of enquiries with persons nominated as trade references, the bankers of the Customer, any other credit provider or a credit reporting agency (hereinafter called “the Information Sources”). The Customer authorises the Information Sources to disclose to the Company such information concerning the Customer which is within their possession and which is required by the Company to the fullest extent permitted by applicable privacy laws.
6.2 The Customer agrees that the information provided on any credit application signed by the Customer concerning the Customer may be disclosed by the Company to a credit reporting agency or any other interested person to the fullest extent permitted by applicable privacy laws.


7 Terms of Payment
7.1 Unless otherwise provided by the Company in writing, all invoices are due and payable in full within seven (7) days from the date of the invoice to which Goods and/or Services relate or upon completion of the Services.
7.2 The Company will not deliver any Goods prior to receiving cleared funds from the Customer unless otherwise expressly agreed and provided for in writing in the Order Form.
7.3 The Customer must inform the Company if the Customer has obtained finance to purchase the Goods. Unless and until payment of the Goods is received in full from a financier, the Company is under no obligation to deliver or release the Goods to the Customer.
7.4 Payment for Services requires an upfront deposit of 50% of the Price when the Order Form is submitted by the Customer and the balance is payable prior to the delivery of the Goods.
7.5 Any agreement by the Company to extend the terms of credit or other indulgence granted to the Customer shall not affect the Customer’s liability to account to the Company as set out above.
7.6 In the event the Company approves a credit account for a Customer, the Customer shall unless otherwise agreed in writing pay the Company by the end of the calendar month following the month in which the Customer is invoiced. In the event payment is not made in accordance with these terms, the Company shall be at liberty to charge the Customer and be paid interest on the outstanding balance from the date of invoice until the date of payment at the rate of interest as fixed from time to time under the Penalty Interest Rate Act 1983 (Vic) plus 2 per cent. Payments received by the Company may at its election be credited first against accrued interest, second against any costs or expenses payable by the Customer to the Company and thereafter the debt. In the event of any default in payment by the Customer all monies owing by the Customer to the Company on any account whatsoever shall at the Company’s option become immediately due and payable in full by the Customer.
7.7 If the Customer defaults in making payment in accordance with these Terms, the Company may in its absolute discretion and without notice require the Customer to reimburse the Company for all collection costs including (but not limited to) legal costs incurred by the Company, calculated on a solicitor and client basis, as a consequence of the Company instructing its solicitor to provide advice to it in connection with the default and/or to institute such recovery process as the Company in its absolute discretion decides and any other costs, expenses, losses or damages arising out of a breach of these Terms.
7.8 The Customer agrees at the request of the Company to procure its directors to sign a guarantee and indemnity of the Customer’s obligations to pay any amount due and payable to the Company, if and when required.
7.9 These Terms constitute a charge over property. The Customer authorises the Company to lodge a caveat over any real property owned or partly owned by the Customer to secure any monies that are owed by the Customer to the Company


8 Delivery and Cancellation
8.1 Notwithstanding that the Customer may conduct a credit facility with the Company, the Company shall not be obliged to deliver Goods or perform Services until all monies owing and overdue to the Company by the Customer for prior orders and/or requests are paid to the Company. In the event the Company elects as a result of the Customer’s prior indebtedness to the Company to retain possession of Goods or equipment the delivery or completion date referred to in any request or order shall be replaced by a date being thirty days from the date of satisfaction by the Customer of the Customer’s prior indebtedness to the Company.
8.2 The means of delivery of the Goods shall be at the Company’s discretion as to whether such delivery is effected by road, rail or post. The Customer is liable for all charges relating to the delivery and/or freight of the Goods. The Company shall not be required by the Customer at any time to deliver the Goods to any party other than the Customer and in particular not direct to any consumer or client of the Customer.
8.3 While the Company will make every reasonable effort to contact the Customer upon becoming aware that the Goods and / or Services have not been delivered, the Company is not responsible to the Customer where this is due to the Customer having supplied the Company with incorrect delivery details.Extra freight and administrative costs may apply if Goods and / or Services need to be redirected to another destination to that originally nominated by the Customer.
8.4 Any liability of the Company for loss or damage during carriage handling and/or storage to any Goods or equipment or part thereof (either owned by the Customer or not) or to any Goods purchased by the Customer is limited, to the maximum extent permitted by law, at the sole discretion of the Company either to the replacement or repair of such Goods or equipment or part thereof damaged or to credit the Customer’s account with the value of such Goods or equipment or part thereof damaged. Any claim against the Company does not extend to consequential loss or damage, including that caused by the negligence or default by the Company.
8.5 The Customer shall inspect all goods delivered by the Company to the Customer immediately upon delivery. Any claim by the Customer relating to any defect in the Goods, or defect in Services performed by the Company for the Customer, or any shortage or other nonconformity to an order for Goods or a request for Services to be performed shall be made in writing and delivery by security mail or its equivalent addressed to the Accounts Department at the Company or by email at accounts@vendzone.com.au within 14 days of delivery of the goods or of collection of the goods or equipment on which services have been performed.
8.6 Every warranty claim shall be made in accordance with the procedures specified in the Company’s warranty certificate. Any other claim shall be made in accordance with the procedure outlined in clause 8.5 above and the Customer shall provide such documentation as is necessary to properly identify the matter complained of and such documentation shall include at least the relevant invoice and delivery docket. Notwithstanding that a claim has been made by the Customer, the Customer shall pay for the Goods and/or Services pending determination of the claim by the Company.
8.7 The Company will make all reasonable efforts to deliver the Goods and/or Services by the agreed delivery date but will not be liable in any way should delivery not be made on this date.
8.8 An Order Form shall only be cancelled or varied with the written agreement of both parties.
8.9 Any agreement to cancel or vary an Order Form pursuant to clause 8.7 shall be subject to the Company being compensated for all work done and materials used prior to the cancellation or variation.


9 Services
9.1 The Company is entitled to charge additional fees to the Customer in addition to the Price in relation to site location and Services. The cost of site location services will be determined on a case by case basis and the Company will provide the Customer with a separate price for this service in its Quotation.
9.2 The Customer acknowledges that the location of a site for the Goods may take up to 8 weeks from the date the Order Form is submitted and accepted by the Company and the deposit is paid by the Customer.
9.3 The Company will introduce the Customer to a site location for the Goods only. The Company makes no representation to the suitability of the site for the Goods, the sales that can be achieved by the Goods in any particular location nor does the Company provide any guarantee of the duration of the availability of the site.
9.4 If the Customer identifies that the Goods are not performing at a site located by the Company, the Company will use reasonable efforts to work with the Customer to identify possible issues. The Company is not a full service provider and the Customer acknowledges and agrees that it is responsible for managing all facets of its own vending business.
9.5 The Company will insure the Goods only up until they are delivered to the site. The Customer is responsible for appropriately insuring the Goods from the time the Goods are delivered to a particular site for the Customer.
9.6 The Customer is solely responsible for the service and maintenance of the Goods at any site and for the supply and stocking of products in relation to the Goods on site. The Customer is responsible for attending to its own arrangements with the owner of any site in relation to the supply of electricity or water, where applicable, and site access for the installation or removal of the Goods.
9.7 The Customer indemnifies the Company in relation to any loss, claim, cost and expense, including legal costs on a solicitor own client basis, incurred by the Customer arising out of the location and operation of the Goods at any particular site and that once a location for the Goods is found for the Customer by the Company, the Customer has no further claim against the Company, subject to clause 16.
9.8 The Customer must make its own independent contractual or other arrangements and inquiries of any third party vending machine site location service in relation to its rights and responsibilities as a vending operator at any particular site.
9.9 If the Customer requests the Company to source a new site location for whatever reason, the Company may, in its absolute discretion, charge an additional site location fee for this service. The Customer acknowledges that the location of a new site may take up to 8 weeks from the time this request is made and that the Company may require the Customer to pay a further deposit on account of the provision of this additional service, with the balance payable once the new location has been sourced by the Company for the Customer.


10 Customer Liability and Default
10.1 If the Customer shall:
a fail to make any payment due under the Agreement or commit any other breach of any of the Customer’s obligations under these Terms or
b suffer any execution;
c commit an act of bankruptcy;
d make any composition or arrangement with creditors;
e stop payment or cease or threaten to cease to carry on its business or pay its debts as and when they fall due; or
f being a company, pass a resolution for winding up except for the purposes of a solvent reconstruction or have a receiver appointed over any of its property, or an administrator appointed, or have a winding up petition presented against it
g the Company may at its option treat the Agreement as terminated and any amounts owing to the Company then unpaid whether or not due under the terms of the Agreement shall forthwith become due and payable and such termination shall be without prejudice to any claim or rights the Company may possess.
11 Dispute Resolution
11.1 If a dispute arises in any way out of these Terms, or a breach of the Agreement, termination, validity or the Goods and/or Services supplied under the Agreement, the parties agree to endeavour to settle the dispute by mediation before having recourse to litigation, other than for disputes involving the payment for Goods and Services by the Customer.
11.2 Any costs incurred in relation to the mediation of a dispute are to be shared equally between the Company and the Customer.
11.3 Nothing in these Terms prevents either party from seeking urgent interlocutory intervention.
12 Force Majeure
12.1 The Company will not be liable in damages or otherwise for any failure to provide the Goods and/or Services which is caused, whether wholly or partially, by an event beyond its reasonable control including (but not limited to) Act of God, force majeure, war, fire, explosion, acts of terrorism, rioting, burglary, theft, civil disturbances, restrictions by governments (local, municipal, State or Federal) or other competent authority, strikes or lockouts (whether at the Company's premises or not), accidents either at the Company's premises or when in transit to or from those premises, failure by subcontractors and the late arrival of inventory or other material.
13 Reservation of Title and Risk
13.1 Property in and title to the Goods will not pass from the Company to the Customer until the Company receives payment in full for all Goods and for all money owing by the Customer to the Company on any account whatsoever. Until title in the Goods passes to the Customer, the Customer shall keep the Goods as bailee for the Company.
13.2 Unless otherwise agreed, risk shall pass to the Customer upon delivery. Notwithstanding that risk may have passed to the Customer, property and title in any goods sold by the Company shall remain with the Company until receipt by the Company of the purchase price of the Goods as invoiced by the Company.
14 Personal Property Securities Act 2009
14.1 The Customer acknowledges and agrees that:
a These Terms constitute a Security Agreement for the purposes of the Personal Property Securities Act 2009 (“PPSA”);
b The Company has a security interest in any Goods delivered or to be supplied to the Customer pursuant to these Terms and in any present or after acquired property that represents proceeds (as defined in the PPSA) of the Goods and/or in which the Goods have been attached or incorporated, including any co-mingled goods; and
c The security interest secures all amounts owing by the Customer to the Company in connection with the Goods supplied pursuant these Terms.
14.2 The Customer acknowledges and agrees as follows:
a Financing statements and financing change statements

The Company may at any time register a financing statement (or, if relevant, a financing change statement) on the PPS Register in relation to its security interest in the Goods that may include terms that

  • describe the Company as the "secured party" and the Customer as the "grantor'';
  • describe the Goods supplied by the Company to the Customer from time to time pursuant to these Terms as collateral in the class of "other goods" (or in such other class as the Company may reasonably determine is applicable);
  • specifies that the security interest that the Company holds in the collateral is a PMSI in accordance with item 7 of the table in section 153(1) of the PPSA to the extent that it secures payment of the amounts owing in connection with that collateral; and
  • specifies that the security interest affects proceeds and, in particular, all present and after acquired property that represents proceeds of the Goods.
b Period of registration The Company may register a financing statement or financing change statement on the PPS Register for any period that the Company determines (in its discretion).
c Payment of fees and costs

If the Company so requests, the Customer must pay to the Company all fees, charges and expenses that the Company may reasonably incur in:

  • preparing, lodging or registering any financing statement or financing change statement in relation to any security interest that is granted to the Company under these Terms:
  • maintaining any such registration; or
  • enforcing any security interest granted to the Company under these Terms.These fees, charges and expenses may be incurred by or with an agent that acts on behalf of the Company.
d When registration to be effectedThe Company may register its security interest on the PPS Register at any time so long as the Company believes on reasonable grounds that it will become a secured party in relation to the Goods.
e AttachmentA security interest in the Goods created according to these Terms will attach to the goods at the time that the Customer obtains possession of the Goods and not at any later time.
f Do all things necessaryThe Customer must do anything reasonably required by the Company to enable the Company to register the security interest as a PMSI and to maintain that registration.
g Separate financing statement may be registered if required.If the Company considers that it has or may have a security interest that is not a PMSI in relation to any Goods, it may register a financing statement in respect of that security interest (and that financing statement may be in addition to a financing statement registered by the Company in relation to a PMSI in the same Goods).
h May not create another security interestThe Customer must not create, purport to create or permit to be created any “security interest” (as defined in the PPSA) in the Goods other than with the Company’s written consent.
i Must not sell etc the Inventory without consentThe Customer must not sell, lease, hire bail or give possession of the Goods to anyone else unless the Company (in its absolute discretion) first consents in writing.
j When Customer entitled to release The Customer will be entitled to a release of the Company’s security interest when all its obligations under these Terms have been satisfied.
14.3 Confidential Information
a The parties agree that neither party will disclose to an interested person or to any other person, any information of the kind described in section 275 (1) of the PPSA except that the Company may disclose that information to an interested person where section 275(7) of the PPSA applies.
d The Company agrees that it will not authorise the disclosure of any information of the kind described in section 275 (1) of the PPSA.
14.4 EnforcementIf the Customer fails to pay an amount owing when due or if it fails to perform any of its obligations in connection with the supply of Goods, the Customer agrees that the Company shall be entitled to exercise its enforcement rights and remedies as a secured party in accordance with the provisions of the PPSA including (without limitation) the rights contained in section 123 of the PPSA to seize the Goods by any method permitted by law. For these purposes, and without limiting any other rights of the Company under the PPSA as a secured party, the Customer further agrees:
a upon demand made by the Company, to immediately deliver up the Goods to the Customer;
b to irrevocably authorise the Company to enter any premises occupied by the Customer in order to search for, retrieve and remove the Goods to which 
the Company has title and which are the subject of a security interest as provided for by these Terms:
c to do all things necessary to immediately facilitate the Company’s access to the Customer’s premises and to assist the Customer to locate and identify the Goods;
d to authorise the Company to resell the Goods seized and apply the proceeds of sale in payment of any monies that the Customer owes it;
e that in the event of any inconsistency with the provisions contained in section 123 of the PPSA and the provisions contained in this clause 14.3, the provisions of this clause 14.3 shall prevail.
f To the extent they apply, the following provisions of the PPSA: section 126 (apparent possession); section 128 (secured party may dispose of collateral); section 129 (disposal by purchase); and section 134 (1) (retention of collateral) confer rights on the Company the Customer agrees that in addition to those rights, the Company shall, if there is default by the Customer, have the right to seize, purchase, take possession or apparent possession, retain, deal with or dispose of any Goods, not only under those sections but also, as additional and independent rights, under this document and the Customer agrees that the Company may do so in any manner it sees fit including (in respect of dealing or disposing) by private or public sale, lease or licence.
g To the extent that Chapter 4 of the PPSA would otherwise apply to the enforcement of a security interest under or in connection with these Terms the following provisions of the PPSA do not apply and for the purposes of section 115 of the PPSA are “contracted out” of this document in respect of all Goods to which that section can be applied: section 95 (notice of removal of accession to the extent it requires the Company to give a notice to the grantor); section 96 (retention of accession); section 125 (obligation to dispose of or retain collateral);section 121(4)(enforcement of liquid assets- notice of grantor); section 130 (notice of disposal to the extent it requires the Company to give notice to the Customer );section 129 (2) & (3) (d) (contents of statement of account after disposal); section 132 (4) (statement of account if no disposal);section 135 (notice of retention);section 142 (redemption of collateral);and section 143 (re-instatement of security agreement).
14.5 Notices
a PPSA NoticesThe Customer agrees that the Company does not need to give the Customer any notice under the PPSA (including without limitation a notice of a verification statement received from the Registrar) unless the notice is required by the PPSA and that requirement cannot be excluded.
b Where defaultIn the event of a default by the Customer in performing of any of its obligations under these Terms the Customer agrees that the Company is not obliged to give notice to any other secured party with interests in the same collateral or to any other third party of any enforcement or recovery action that it takes or which it may take with respect to its security interest in any of the Goods.
15 Lien and Set Off
15.1 Without prejudice to any other remedies the Company may have it shall in respect of unpaid debts due to it from the Customer have a lien on all Goods or property of the Customer in its possession (whether worked on or not) and it shall be entitled and is hereby authorised on the expiration of seven (7) days notice in writing to the Customer to dispose of such Goods or property as the Company thinks fit and to apply any proceeds received towards such debts or set off against any liability of the Company to the Customer whether actual or contingent, primary or collateral, joint and several and whether expressed as a liability to pay money or a liability to delivery or transfer Goods.
16 Exclusions and Limitations
16.1 The Company excludes all statutory or implied conditions, guarantees and warranties to the maximum extent permitted by law.
16.2 If any law, implies in these Terms any term, Consumer Guarantee, condition or warranty and that law avoids or prohibits provisions in an agreement excluding or modifying the application of or exercise of, or liability under, that term, Consumer Guarantee, condition or warranty, that term, condition or warranty shall be deemed to be included in these Terms provided that the liability of the Company for a breach of the applicable term, condition or warranty (other than where such limitation is excluded by law or where a breach of a Consumer Guarantee is considered to be a major breach) is limited to, at the option of the Company, any one or more of the following:
a if the breach relates to Goods:

  1. the replacement of the Goods or the supply of equivalent goods, the repair of the Goods
  2. the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
  3. the payment of the cost of having the Goods repaired; and
b if the breach relates to Services:

  1. supplying the Services again or paying the costs of having the Services provided again.
16.3 To the maximum extent permitted by law, the Company excludes its liability (including, but not limited to, liability in tort, contract and for breach of statute) to the Customer or any other person for:
a any loss or damage consequential or otherwise (whether contractual, tortious, statutory or otherwise) for any special, incidental, indirect or consequential damages or injury including, but not limited to, any loss of profits, contracts, or revenue arising out of or in connection with the provision of the Goods, Services and/or any other goods or services under these Terms and whether as a result of any breach, default, negligence or otherwise by the Company suffered or incurred by the Customer or any other person in relation to the Goods and/or Services; and
b in particular, but without limiting clause 16.3a, any loss or damage consequential or otherwise suffered or incurred by the Customer or any other person caused by or resulting directly from any failure, defect or deficiency of any kind of or in the Goods and/or Services.
17 Claims and Repairs
17.1 Any claims by the Customer in relation to the Goods or Services must be made within fourteen (14) days of delivery of the Goods or provision of Services, as the case maybe.
17.2 Any other claims for adjustment to any invoice for any reason whatsoever must be made in writing within fourteen (14) days of said invoice.
17.3 Nothing in this clause affects any statutory obligations of the Company (and corresponding rights of the Customer), which may not lawfully be excluded.
17.4 Any product warranty provided by the Company to the Customer will be limited to parts only and the Customer agrees and acknowledges that the Customer will be liable to pay for any service call fees and charges payable in respect of any product warranty claim.
18 Privacy The Customer acknowledges and consents to the use by the Company and its employees, officers and agents for the purpose of supply of Goods or Services to the Customer hereunder and for general marketing purposes and otherwise in accordance with the Company's privacy policy from time to time, which is available upon request. Other than in the circumstances allowed under the relevant privacy laws of the territory or its privacy policy, the Company will not disclose such personal information to other parties. The Customer may contact the Company's Privacy Officer at any time to access or change any personal information provided to the Company.
19 Jurisdiction
19.1 All contracts between the Company and the Customer shall be subject to the laws of the State of Victoria and Customer agrees to submit to the non-exclusive jurisdiction of the Courts of Victoria and the Federal Court of Australia.
20 Severance
20.1 If any provision of these Terms do not comply with any law, then the provision must be read down so as to give it as much effect as possible. If it is not possible to give the provision any effect at all, then it must be treated as severable from the rest of these Terms.