1.1 “Reflex Sports” means Reflex Sports Pty Ltd, its successors and assigns or any person acting on behalf of and with the
authority of Reflex Sports Pty Ltd.
1.2 “Client” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one
Client is a reference to each Client jointly and severally.
1.3 “Goods” means all Goods or Services supplied by Reflex Sports to the Client at the Client’s request from time to time (where
the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
1.4 “Price” means the Price payable for the Goods as agreed between Reflex Sports and the Client in accordance with clause 4
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and
conditions if the Client places an order for or accepts delivery of the Goods.
2.2 These terms and conditions may only be amended with Reflex Sports’ consent in writing and shall prevail to the extent of any
inconsistency with any other document or agreement between the Client and Reflex Sports.
3. Change in Control
3.1 The Client shall give Reflex Sports not less than fourteen (14) days prior written notice of any proposed change of ownership
of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name,
address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by Reflex Sports
as a result of the Client’s failure to comply with this clause.
4. Price and Payment
4.1 At Reflex Sports’ sole discretion the Price shall be either:
(a) as indicated on any invoice provided byReflex Sports to the Client; or
(b) the Price as at the date of delivery of the Goods according to Reflex Sports’ current price list; or
(c) Reflex Sports’ quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation or otherwise
for a period of thirty (30) days.
4.2 Reflex Sports reserves the right to change the Price if a variation to Reflex Sports’ quotation is requested or where due to
increases to Reflex Sports in the cost of materials and/or labour.
4.3 At Reflex Sports’ sole discretion a non-refundable deposit may be required.
4.4 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by
Reflex Sports, which may be:
(a) before delivery of the Goods;
(b) thirty (30) days following the end of the month in which a statement is posted to the Client’s address or address for
(c) the date specified on any invoice or other form as being the date for payment; or
(d) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by
4.5 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (plus a surcharge of up to four
percent (4%) of the Price), or by any other method as agreed to between the Client and Reflex Sports.
4.6 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to Reflex Sports an
amount equal to any GST Reflex Sports must pay for any supply by Reflex Sports under this or any other agreement for the
sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the
same basis as the Client pays the Price. In addition the Client must pay any other taxes and duties that may be applicable in
addition to the Price except where they are expressly included in the Price.
5. Delivery of Goods
5.1 Delivery (“Delivery”) of the Goods is taken to occur at the time that:
(a) the Client or the Client’s nominated carrier takes possession of the Goods at Reflex Sports’ address; or
(b) Reflex Sports (or Reflex Sports’ nominated carrier) delivers the Goods to the Client’s nominated address even if the
Client is not present at the address.
5.2 The cost of delivery is included in the Price with the exception of wholesale Client’s for whom delivery is in addition to the
5.3 Reflex Sports may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in
accordance with the provisions in these terms and conditions.
5.4 Any time or date given by Reflex Sports to the Client is an estimate only. The Client must still accept delivery of the Goods
even if late and Reflex Sports will not be liable for any loss or damage incurred by the Client as a result of the delivery being
6.1 Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before
6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, Reflex Sports is
entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Reflex
Sports is sufficient evidence of Reflex Sports’ rights to receive the insurance proceeds without the need for any person dealing
with Reflex Sports to make further enquiries.
6.3 If the Client requests Reflex Sports to leave Goods outside Reflex Sports’ premises for collection or to deliver the Goods to an
unattended location then such Goods shall be left at the Client’s sole risk.
7.1 Reflex Sports and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid Reflex Sports all amounts owing to Reflex Sports; and
(b) the Client has met all of its other obligations to Reflex Sports.
7.2 Receipt by Reflex Sports of any form of payment other than cash shall not be deemed to be payment until that form of
payment has been honoured, cleared or recognised.
7.3 It is further agreed that:
(a) until ownership of the Goods passes to the Client in accordance with clause 7.1 that the Client is only a bailee of the
Goods and must return the Goods to Reflex Sports on request.
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for Reflex Sports and must pay to Reflex
Sports the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of
business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold
the proceeds of any such act on trust for Reflex Sports and must pay or deliver the proceeds to Reflex Sports on demand.
(d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the
Client holds the resulting product on trust for the benefit of Reflex Sports and must sell, dispose of or return the resulting
product to Reflex Sports as it so directs.
(e) the Client irrevocably authorises Reflex Sports to enter any premises where Reflex Sports believes the Goods are kept and
recover possession of the Goods.
(f) Reflex Sports may recover possession of any Goods in transit whether or not delivery has occurred.
(g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the
Goods while they remain the property of Reflex Sports.
(h) Reflex Sports may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the
Goods has not passed to the Client.
8. Personal Property Securities Act 2009 (“PPSA”)
8.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given
to it by the PPSA.
8.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions
constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods that have previously
been supplied and that will be supplied in the future byReflex Sports to the Client.
8.3 The Client undertakes to:
(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate
and up-to-date in all respects) which Reflex Sports may reasonably require to;
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 8.3(a)(i) or 8.3(a)(ii);
(b) indemnify, and upon demand reimburse, Reflex Sports for all expenses incurred in registering a financing statement or
financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods
(c) not register a financing change statement in respect of a security interest without the prior written consent of Reflex
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in
favour of a third partywithout the prior written consent of Reflex Sports;
(e) immediately advise Reflex Sports of any material change in its business practices of selling the Goods which would result
in a change in the nature of proceeds derived from such sales.
8.4 Reflex Sports and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created
by these terms and conditions.
8.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
8.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
8.7 Unless otherwise agreed to in writing by Reflex Sports, the Client waives their right to receive a verification statement in
accordance with section 157 of the PPSA.
8.8 The Client must unconditionally ratify any actions taken by Reflex Sports under clauses 8.3 to 8.5.
8.9 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of
contracting out of any of the provisions the PPSA.
9. Security and Charge
9.1 In consideration of Reflex Sports agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether
joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to
secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the
payment of any money).
9.2 The Client indemnifies Reflex Sports from and against all Reflex Sports’ costs and disbursements including legal costs on a
solicitor and own client basis incurred in exercising Reflex Sports’ rights under this clause.
9.3 The Client irrevocably appoints Reflex Sports and each director of Reflex Sports as the Client’s true and lawful attorney/s to
perform all necessary acts to give effect to the provisions of this clause 9 including, but not limited to, signing any document
on the Client’s behalf.
10. Defects, Warranties and Returns, Competition and ConsumerAct 2010 (CCA)
10.1 The Client must inspect the Goods on delivery and must within seven (7) days of delivery notify Reflex Sports in writing of
any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must notify any
other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such
notification the Client must allow Reflex Sports to inspect the Goods.
10.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied
guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these
terms and conditions (Non-Excluded Guarantees).
10.3 Reflex Sports acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded
10.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, Reflex Sports makes
no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of
the Goods. Reflex Sports’ liability in respect of these warranties is limited to the fullest extent permitted by law.
10.5 If the Client is a consumer within the meaning of the CCA, Reflex Sports’ liability is limited to the extent permitted by section
64A of Schedule 2.
10.6 If Reflex Sports is required to replace the Goods under this clause or the CCA, but is unable to do so, Reflex Sports may
refund any money the Client has paid for the Goods.
10.7 If the Client is not a consumer within the meaning of the CCA, Reflex Sports’ liability for any defect or damage in the Goods
(a) limited to the value of any express warranty or warranty card provided to the Client by Reflex Sports in Reflex Sports’
(b) limited to anywarranty to which Reflex Sports is entitled, if Reflex Sports did not manufacture the Goods;
(c) otherwise negated absolutely.
10.8 Subject to this clause 10, returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 10.1; and
(b) Reflex Sports has agreed that the Goods are defective; and
(c) the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and
(d) the Goods are returned in as close a condition to that in which theywere delivered as is possible.
10.9 Notwithstanding clauses 10.1 to 10.8 but subject to the CCA, Reflex Sports shall not be liable for any defect or damage which
may be caused or partly caused by or arise as a result of:
(a) the Client failing to properly maintain or store anyGoods;
(b) the Client using the Goods for any purpose other than that for which they were designed;
(c) the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a
reasonably prudent operator or user;
(d) the Client failing to follow any instructions or guidelines provided by Reflex Sports;
(e) fair wear and tear, any accident, or act of God.
10.10 Reflex Sports may in its absolute discretion accept non-defective Goods for return in which case Reflex Sports may require
the Client to pay handling fees of up to twenty-five percent (25%) of the value of the returned Goods plus any freight costs.
10.11 Notwithstanding anything contained in this clause if Reflex Sports is required by a law to accept a return then Reflex Sports
will only accept a return on the conditions imposed by that law.
11. Intellectual Property
11.1 Where Reflex Sports has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings
and documents shall remain the property of Reflex Sports.
11.2 The Client warrants that all designs, specifications or instructions given to Reflex Sports will not cause Reflex Sports to
infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify
Reflex Sports against any action taken by a third party against Reflex Sports in respect of any such infringement.
11.3 The Client agrees that Reflex Sports may (at no cost) use for the purposes of marketing or entry into any competition, any
documents, designs, drawings or Goods which Reflex Sports has created for the Client.
12. Default and Consequences of Default
12.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate
of two and a half percent (2.5%) per calendar month (and at Reflex Sports’ sole discretion such interest shall compound
monthly at such a rate) after as well as before any judgment.
12.2 If the Client owes Reflex Sports any money the Client shall indemnify Reflex Sports from and against all costs and
disbursements incurred by Reflex Sports in recovering the debt (including but not limited to internal administration fees, legal
costs on a solicitor and own client basis, Reflex Sports’ collection agency costs, and bank dishonour fees).
12.3 Without prejudice to any other remedies Reflex Sports may have, if at any time the Client is in breach of any obligation
(including those relating to payment) under these terms and conditions Reflex Sports may suspend or terminate the supply of
Goods to the Client. Reflex Sports will not be liable to the Client for any loss or damage the Client suffers because Reflex
Sports has exercised its rights under this clause.
12.4 Without prejudice to Reflex Sports’ other remedies at law Reflex Sports shall be entitled to cancel all or any part of any order
of the Client which remains unfulfilled and all amounts owing to Reflex Sports shall, whether or not due for payment, become
immediately payable if:
(a) any money payable to Reflex Sports becomes overdue, or in Reflex Sports’ opinion the Client will be unable to make a
payment when it falls due;
(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with
creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any
asset of the Client.
13.1 Reflex Sports may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time
before the Goods are delivered by giving written notice to the Client. On giving such notice Reflex Sports shall repay to the
Client any money paid by the Client for the Goods. Reflex Sports shall not be liable for any loss or damage whatsoever arising
from such cancellation.
13.2 In the event that the Client cancels delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or
indirect) by Reflex Sports as a direct result of the cancellation (including, but not limited to, any loss of profits).
13.3 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted
once production has commenced, or an order has been placed.
14. Privacy Act 1988
14.1 The Client agrees for Reflex Sports to obtain from a credit reporting agency a credit report containing personal credit
information about the Client in relation to credit provided byReflex Sports.
14.2 The Client agrees that Reflex Sports may exchange information about the Client with those credit providers either named as
trade referees by the Client or named in a consumer credit report issued by a credit reporting agency for the following
(a) to assess an application by the Client; and/or
(b) to notify other credit providers of a default by the Client; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default
with other credit providers; and/or
(d) to assess the creditworthiness of the Client.
The Client understands that the information exchanged can include anything about the Client’s creditworthiness, credit
standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.
14.3 The Client consents to Reflex Sports being given a consumer credit report to collect overdue payment on commercial credit
(Section 18K(1)(h) Privacy Act 1988).
14.4 The Client agrees that personal credit information provided may be used and retained by Reflex Sports for the following
purposes (and for other purposes as shall be agreed between the Client and Reflex Sports or required by law from time to
(a) the provision of Goods; and/or
(b) the marketing of Goods by Reflex Sports, its agents or distributors; and/or
(c) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods;
(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
(e) enabling the daily operation of Client’s account and/or the collection of amounts outstanding in the Client’s account in
relation to the Goods.
14.5 Reflex Sports may give information about the Client to a credit reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Client;
(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Client.
14.6 The information given to the credit reporting agency may include:
(a) personal particulars (the Client’s name, sex, address, previous addresses, date of birth, name of employer and driver’s
(b) details concerning the Client’s application for credit or commercial credit and the amount requested;
(c) advice that Reflex Sports is a current credit provider to the Client;
(d) advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than
sixty (60) days, and for which debt collection action has been started;
(e) that the Client’s overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of
any default that has been listed;
(f) information that, in the opinion of Reflex Sports, the Client has committed a serious credit infringement (that is,
fraudulently or shown an intention not to complywith the Client’s credit obligations);
(g) advice that cheques drawn by the Client for one hundred dollars ($100) or more, have been dishonoured more than once;
(h) that credit provided to the Client by Reflex Sports has been paid or otherwise discharged.
15. Unpaid Reflex Sports’ Rights
15.1 Where the Client has left any item with Reflex Sports for repair, modification, exchange or for Reflex Sports to perform any
other service in relation to the item and Reflex Sports has not received or been tendered the whole of any moneys owing to it
by the Client, Reflex Sports shall have, until all moneys owing to Reflex Sports are paid:
(a) a lien on the item; and
(b) the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or
disposal of uncollected goods.
15.2 The lien of Reflex Sports shall continue despite the commencement of proceedings, or judgment for any moneys owing to
Reflex Sports having been obtained against the Client.
16.1 The failure by Reflex Sports to enforce any provision of these terms and conditions shall not be treated as a waiver of that
provision, nor shall it affect Reflex Sports’ right to subsequently enforce that provision. If any provision of these terms and
conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining
provisions shall not be affected, prejudiced or impaired.
16.2 These terms and conditions and any contract to which they apply shall be governed by the laws of the state in which Reflex
Sports has its principal place of business, and are subject to the jurisdiction of the courts of Moss Vale in that state.
16.3 Subject to clause 10 Reflex Sports shall be under no liability whatsoever to the Client for any indirect and/or consequential
loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Reflex Sports of these terms and
conditions (alternatively Reflex Sports’ liability shall be limited to damages which under no circumstances shall exceed the
Price of the Goods).
16.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client
byReflex Sports nor to withhold payment of any invoice because part of that invoice is in dispute.
16.5 Reflex Sports may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
16.6 The Client agrees that Reflex Sports may amend these terms and conditions at any time. If Reflex Sports makes a change to
these terms and conditions, then that change will take effect from the date on which Reflex Sports notifies the Client of such
change. The Client will be taken to have accepted such changes if the Client makes a further request for Reflex Sports to
provide Goods to the Client.
16.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood,
storm or other event beyond the reasonable control of either party.
16.8 The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it
to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.