Terms & Conditions
Est ’04

Terms of use

 Terms and Conditions

RELIABLE FOOD DISTRIBUTORS TERMS AND CONDITIONS OF TRADING AGREEMENT

Reliable Food Distributors Pty Ltd (60 135 861 448and each subsidiary, affiliate, associated company and related entities

These Trading Terms shall govern the sale and delivery of goods by Reliable Food Distributors to its Customers (“the Customer”).

Application of Terms and Account Procedures

  1. These terms and conditions shall apply to the exclusion of all other terms and conditions including but not limited to any terms and conditions of the Customer. If the Customer does not wish to receive goods on the terms and conditions set out in this Agreement (as amended from time to time), the Customer must notify Reliable Food Distributors and return the goods to Reliable Food Distributors within 48 hours of receipt or the date of amendment of this Agreement, otherwise the Customer will be deemed to have accepted the goods on the terms of this Agreement.
  2. No Goods will be supplied by Reliable Food Distributors to the Customer on any other terms or conditions other than those set out in this document.
  3. Reliable Food Distributors will only offer goods on credit and credit terms once a completed official Reliable Food Distributors “Credit Application Form and Personal Guarantee” has been completed and subsequently approved by Reliable Food Distributors as notified to the customer.
  4. Any subsequent store locations must also be approved by Reliable Food Distributors before Reliable Food Distributors products can be distributed from another outlet.
  5. The granting of credit terms for new or existing accounts is entirely at Reliable Food Distributors discretion and Reliable Food Distributors may withdraw or vary credit terms upon 48 hours written notice to the Customer.
  6. Reliable Food Distributors reserves the right to refuse or cease supply to any Customer or prospective Customer for any reason and such reason will be notified to the Customer in writing.

 Payment Terms

  • All accounts are due and payable within the given terms stated on the relevant invoice or statement or as otherwise notified by Reliable Food Distributors on approved credit trading terms.

Defaults

  • Should the Customer fail to pay an account by the due date:
  • Reliable Food Distributors may charge interest on any overdue invoice at the rate of 18% per annum calculated and payable daily, compounded from the due date until the invoice is paid in full;
  • Any discounts that apply (including but not limited to off-invoice discount and settlement discount) will be disallowed if payment is not received on or before the date required in accordance with these terms. Any disallowed discounts will be due and payable immediately;
  • Where any part of the trading account has not been paid within the time specified in this agreement and has fallen into arrears then the totality of the account whether or not in arrears shall become immediately due and payable;
  • The Customer’s account may at Reliable Food Distributors’ discretion be subject to suspension of supply of goods or permanent closure;
  • Reliable Food Distributors may take legal action to recoup any debt which is likely to result in the closure of the account;
  • The Customer shall also be liable to pay all reasonable costs and expenses Reliable Food Distributors on demand (including without limitation all legal costs and disbursements on a solicitor/own client basis) and all mercantile agents fees incurred by Reliable Food Distributors Group in recovering any amounts outstanding;
  • The Customer agrees to provide full details of its credit card account to Reliable Food Distributors. If the Customer’s account is not paid in full by the due date, Reliable Food Distributors reserves the right to debit this amount to the Customer’s credit card together with any credit card fees that may be charged to Reliable Food Distributors in respect of the transaction. If such payments are received using Visa, Mastercard and/or American Express, and that such charges will be taken at time of processing.
  • Where any person has a financial interest in two or more Reliable Food Distributors Accounts (“inter-related accounts”) and any one of the inter-related accounts fails to observe these trading terms then all inter-related accounts shall be subject to suspension of supply and account cancellation procedures and invoices rendered to all inter-related accounts shall become immediately due and payable.
  • An account may be subject to suspension or closure if the Customer breaches these Trading Terms or where any other guidelines or policies issued from time to time are not observed.
  •  Any account together with any inter-related account will be immediately and permanently closed if in Reliable Food Distributors’ sole opinion, the Customer:
  • sells or offers to sell or purchases counterfeit Reliable Food Distributors products;
  • engages in deceptive or illegal conduct that has an adverse effect on Reliable Food Distributors; or
  • on-sells or supplies Reliable Food Distributors products to or purchases Reliable Food Distributors products from non-approved outlets.
  • Should an account be closed, Reliable Food Distributors may immediately reclaim any advertising or point-of-sale material incorporating Reliable Food Distributors Trade Marks or other Reliable Food Distributors intellectual property that has previously been supplied and the Customer irrevocably grants permission for Reliable Food Distributors servants and agents to enter its premises to reclaim such material.

Payment Before Delivery Sales

  1. For Payment Before Delivery Sales, full payment in the form of cleared funds must be received and verified by Reliable Food Distributors prior to delivery of products being made. Reliable Food Distributors shall at all times and at its sole discretion have the right to supply goods on a Payment Before Delivery basis and not offer credit irrespective of whether credit has been previously provided.

 Payment on Delivery

  1. For Payment on Delivery Sales, full payment must be received and verified by Reliable Food Distributors drivers at the time of delivery for products being supplied. Reliable Food Distributors shall at all times and at its sole discretion have the right to refuse to supply goods if Payment on Delivery basis is not made and not offer credit irrespective of whether credit has been previously provided.

Delivery Terms

  • There is a maximum of 10 business days between order payment and delivery of the goods, cash sales cannot be placed more than 10 business days in advance. 
  • Deliveries will be scheduled for the next available date; we will contact you if there any changes to the expected delivery schedule.

Prices

  1. The Customer acknowledges and accepts that orders are accepted for immediate shipment with the understanding that the products will be billed at the piece in effect at the time of order. All prices are subject to change without notice.

 Freight and Administrative Charges

  • Reliable Food Distributors shall bear all freight costs of delivering goods to the Customer where the Customer’s place of business is situated within a metropolitan area within Sydney.
  • Deliveries to non-metro stores shall incur a delivery fee per delivery as advised by Reliable Food Distributors to the Customer from time to time.
  • Reliable Food Distributors shall not be liable for freight costs on any goods returned to it by the Customer.
  • Where Customer orders are below a minimum commercial value determined by Reliable Food Distributors Then Reliable Food Distributors will also levy an administration fee for each delivery. The minimum commercial value and administration fee will be advised by Reliable Food Distributors and may be varied from time to time with prior written notice to the Customer.

Customer Returns

  1. The following rules apply in order for Customers returns claims to be accepted:
  2. The return of goods will not be accepted without prior authorisation from Reliable Food Distributors or its authorised representative (including faulty product) by contacting the Customer Service Department on 02 9825 8883 within 24 hours after delivery of the goods to the Customer;
  3. Returns of unpacked goods will not be accepted;
  4. Returns of Special Orders will not be accepted;
  5. Returns of goods received by Reliable Food Distributors after the period specified by Reliable Food Distributors when granting authorisation for the goods to be returned will not be accepted;
  6. In the event that Reliable Food Distributors authorises a return of goods, no claim for the same shall be considered unless:
  7. the goods are returned in the original packaging and in good order and condition;
  8. All price stickers, security devices or other non- Reliable Food Distributors labelling or items must be removed otherwise returns will not be accepted or a charge for removal will apply;
  9. The goods are accompanied by documentation showing:
  10. The Customer’s name, address and account number/code;
  11. The respective Reliable Food Distributors invoice number;
  12. Reason for return; and
  13. Unauthorised or unacceptable returns may be returned to the Customer at the Customer’s expense;
  14. Special Make-Up Orders and Custom Product Orders may not be returned;
  15. Customers must return goods only by Reliable Food Distributors’ drivers
  16. All returned goods shall be subject to an inspection by Reliable Food Distributors or an authorised agent of Reliable Food Distributors, before any claim will be considered;
  17. Acceptance of the returned goods by Reliable Food Distributors shall not constitute any acceptance of any claim; and
  18. Reliable Food Distributors reserves the right to raise credits at the lowest invoiced prices if original invoice details are not provided.

 Other Claims

  • Short Delivery claims (where product is short delivered within the carton/s to the invoiced quantity) must be fully documented quoting the respective Reliable Food Distributors invoice number and forwarded to the Reliable Food Distributors Customer Service Department within 24 hours from the date of delivery of Goods to the Customer by Reliable Food Distributors failing which all short delivery claims are time barred.
  • Non-Delivery claims (when a full or part consignment has not been delivered to the invoiced quantity) must be fully documented quoting the respective Reliable Food Distributors invoice number and forwarded to the Reliable Food Distributors Customer Service Department within 24 hours from the date of invoice.
  • Incorrect pricing claims relating to either price, freight or administration charges, must be advised by the Customer to Reliable Food Distributors within 24 hours of the invoice date in order for these claims to be considered.
  • All claims will be subject to investigation before a decision is made and any rejections by Reliable Food Distributors will be communicated to the Customer. For the avoidance of doubt, non-compliance by the Customer with this Agreement will be considered in any investigation and may cause the claim to be rejected.

 Cancellation of Orders

  • The following shall apply in relation to the cancellation of orders:
  • Orders placed with Reliable Food Distributors by the Customer shall not be cancelled without prior written approval of Reliable Food Distributors;
  • A request for cancellation will not be considered unless made in writing by the Customer to Reliable Food Distributors and received by Reliable Food Distributors not less than five (5) days prior to the scheduled delivery date;
  • Special Make-Up Orders and Custom Product Orders may not be cancelled; and
  • In the event that Reliable Food Distributors accepts the cancellation of an order, Reliable Food Distributors shall be entitled to charge any reasonable fees for the cost of work and materials and/or any administration costs incurred by Reliable Food Distributors in preparing and cancelling the order.

Exclusion and Limitation of Liability

  • Except as provided in these terms, and to the extent permitted by law, all express and implied warranties as to the supply of goods are expressly excluded. Reliable Food Distributors is not liable to the Customer for any physical or financial injury, loss or damage or for direct, indirect or consequential loss or damage of any kind arising out of or in relation to the supply of the goods by Reliable Food Distributors or arising out of any act or omission by Reliable Food Distributors, its employees, servants and agents. Notwithstanding anything to the contrary contained in these terms, Reliable Food Distributors liability is expressly limited to, at Reliable Food Distributors’ absolute discretion, either the replacement of the goods or the cost of obtaining equivalent goods.

Retention of Title

  • The Customer agrees that all goods supplied by Reliable Food Distributors to the Customer shall remain the property of Reliable Food Distributors and property in all goods supplied shall not pass to the Customer until such time as Reliable Food Distributors has:
  • been paid in full for all goods supplied;
  • received payment of all other sums that are owing by the Customer Reliable Food Distributors; and
  • the moneys owing referred to in (a) and (b) above have been collected and cleared by Reliable Food Distributors.
  • Where Reliable Food Distributors has not been paid in full for any goods supplied to the Customer and/or in full for any other amounts which are due for payment by the Customer to Reliable Food Distributors, then:
  • the Customer shall hold any such goods which it has been supplied by Reliable Food Distributors upon trust and as a fiduciary for Reliable Food Distributors and shall store and identify all such goods in a manner that clearly shows Reliable Food Distributors’ ownership thereof;
  • the Customer must not sell any goods supplied without the prior written consent of Reliable Food Distributors or except in the ordinary course of the Customer’s business;
  • the Customer shall have no right or claim to any right or interest in the goods to secure any liquidated or unliquidated debt or obligation that Reliable Food Distributors owes or may owe to the Customer;
  • the Customer may not claim any lien over the goods;
  • the Customer agrees that it shall not create any absolute or defeasible interest in the goods or grant or allow any security interest in the goods or their proceeds in relation to any third party except as may be authorised by Reliable Food Distributors; and
  • without prejudice to Reliable Food Distributors’ rights as an unpaid Seller or any of its other rights or remedies to retake possession of Reliable Food Distributors goods from the Customer, the Customer hereby agrees to deliver up goods to Reliable Food Distributors upon demand by Reliable Food Distributors and otherwise agrees that Reliable Food Distributors may recover possession of the goods at any site owned, possessed or controlled by the Customer and the Customer agrees that Reliable Food Distributors has an irrevocable licence to do so.
  • Where:
  • title has not passed to the Customer in goods supplied by Reliable Food Distributors to the Customer; and
  • those Goods are sold to a third party by the Customer,

then the proceeds of such a sale by the Customer, to the extent that they are deemed to equal in dollar terms the amount owing by the Customer to Reliable Food Distributors on any account at the time of receipt of such proceeds, shall be held upon trust by the Customer for Reliable Food Distributors in a separate account until such time as full payment is made of all amounts owing by the Customer to Reliable Food Distributors.

  • The Customer agrees to indemnify and hold Reliable Food Distributors harmless against all loss and damage incurred or sustained by Reliable Food Distributors as a result of or in relation to the exercise of Reliable Food Distributors’ retention of title rights.

  • Clauses 26 to 29 above shall apply in respect of any goods supplied by Reliable Food Distributors to an inter-related account of a Customer where the inter-related account is in default (see clause 9).

 Force Majeure

  • If for any reason beyond the control of Reliable Food Distributors including without limitation as a result of any strike, trade dispute, fire, tempest, theft or breakdown, orders cannot be filled at the time stipulated by the Customer, Reliable Food Distributors shall (at its sole discretion and without prejudice to the rights of Reliable Food Distributors to recover any sums owing to it in respect of deliveries made or provided prior to the date of such determination) be entitled to either:
  • cancel any order for goods placed by the Customer with Reliable Food Distributors; or
  • determine any contract between Reliable Food Distributors and the Customer that may have arisen by reason of the operation of these terms; or determine any trading account.

The Customer shall have no claims for damages arising out of any such cancellation and/or determination whether or not the Customer receives notice of any such cancellation and/or determination.

 Change of Ownership

  • The Customer shall give written notice to Reliable Food Distributors seven (7) days prior of any change of ownership or control of the Customer. The Customer hereby agrees to indemnify and keep indemnified Reliable Food Distributors against any loss, damage, cost or expense incurred by Reliable Food Distributors as a result of the Customer’s failure to notify Reliable Food Distributors of any such change of ownership and/or control. Reliable Food Distributors reserves the right to vary any Customer order or terms of credit or hold or discount entitlements upon any change of ownership or control of the Customer.

Lien

  • The Customer hereby irrevocably grants Reliable Food Distributors a general and specific lien and pledge over any and all goods belonging to the Customer which are in Reliable Food Distributors’ possession from time to time to secure payment of any amounts due and payable under these terms.

General

  • A Certificate signed by an authorised representative of Reliable Food Distributors and an authorised representative of the Customer will be prima facie evidence of the Customer’s liability to Reliable Food Distributors as at the date of the Certificate.

 Variation of Terms

  • Reliable Food Distributors reserves the right to vary all or any of these terms to suit the needs of the customer and/or Reliable Food Distributors. Clerical errors are subject to correction without notification.

 Notices

  • You hereby agree:
  • Any notice by one party to the other shall be sufficiently served if served personally or by facsimile transmission or if posted by prepaid post to the party to be served at the registered office of such party or its last known place of business and shall be deemed to have been received within two (2) days of the date of posting if served by post and immediately upon transmission if served by facsimile transmission, and
  • That in addition to any other means permitted by law, any documents, notifications or court proceedings may be given or served upon you, your successors and permitted assignees in the same manner as any notice or document may be given under Part 8.5 of the Personal Property Securities Act (2009) (“PPSA”) and shall be deemed so given or served

Waiver

  • No waiver of these terms shall be valid and operate unless such waiver is in writing and signed by the authorised representative of Reliable Food Distributors.

 GST

  • Unless otherwise agreed by Reliable Food Distributors and the Customer, all amounts payable in relation to goods supplied to the Customer under this Agreement are expressed to be exclusive of GST. If GST is payable on a taxable supply as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) then the amount payable by the Customer for that taxable supply will be the amount expressed plus GST.

 Severance

  • If any provision of this Agreement is found to be invalid or unenforceable then it is deemed to be severed and the remainder of this Agreement shall remain valid and in force.

 Entire Agreement and No Merger

  • Unless otherwise agreed in writing, Reliable Food Distributors and the Customer acknowledge that these terms and conditions constitute the entire agreement between them and that the only enforceable obligations and liabilities of Reliable Food Distributors and the Customer in relation to its subject matter. All representations, communications and prior agreements are superseded by these terms and conditions. Where previous terms and conditions have been entered into between the Customer and Reliable Food Distributors, the parties agree that this Agreement shall not act as a merger of their rights but that the terms contained under such previous Agreement shall be amended by the terms contained herein to the extent of any inconsistency.

 Jurisdiction

  • These trading terms shall be governed by the laws in force in the State of Victoria and the parties agree that all claims and disputes shall be determined in the Court of competent jurisdiction nearest Courts in Melbourne. 

 PPSA, PMSI and APAAP

  • The Customer hereby grants a charge to Reliable Food Distributors overall and any of your present and after acquired property (“APAAP”) and any interest in real property (current or future) as security for your indebtedness and obligations under this Agreement. The Customer agrees that the covenant to repay contained in this Agreement is a charge over any such interest in real property of the Customer and consents to a caveat being lodged against the title to any such real property or any interest in such real property owned by the Customer from time to time, including that where the Customer/s is/ are or becomes a trustee of a trust (whether or not such trust is disclosed herein), the Customer in such capacity hereby charges all such real and personal property of such trust (including all present and after acquired property) with the obligations contained herein and declare that such charge is given in consideration of the terms herein, of Reliable Food Distributors agreeing to sell or continue to sell to the Customer and at the request of and for the benefit of such trust . The Customer (in their own capacity and/ or as trustee as previously described) hereby and by way of security irrevocably appoints every officer and legal practitioner of Reliable Food Distributors jointly and each of them severally as the Customer’s lawful attorney (“attorney”) with the power and for the purpose of executing

(including as a deed) a mortgage or other instrument of security in any form determined in the absolute discretion of the attorney over any interest in real property of the Customer (in their own capacity and/ or as trustee as previously described) to secure the monies and obligations herein, if the Customer fails within a reasonable time of demand being made upon the Customer to execute such mortgage or other instrument, and to procure the registration of such mortgage or other security.

  • For the purposes of section 20(1) and (2) of the PPSA, and to ensure maximum benefit and protection for Reliable Food Distributors under the PPSA, you confirm and agree that you intend to and do grant to Reliable Food Distributors, as security for your indebtedness and obligations, a charge over all of your present and after-acquired property.
  • You agree to do anything that Reliable Food Distributors reasonably requires to ensure that Reliable Food Distributors has at all times a continuously perfected security interest over all of your present and after-acquired property and agree and acknowledge that Reliable Food Distributors may register its security interest on the register established pursuant to the PPSA.
  • Reliable Food Distributors may allocate amounts received from you in any manner it determines, but in default will apply same first to payment of any unsecured amount owing to Reliable Food Distributors, next as to any reasonable enforcement expenses and then as to any secured balance owing to Reliable Food Distributors.
  • You agree to reimburse Reliable Food Distributors for all reasonable costs and/or expenses incurred or payable by Reliable Food Distributors in relation to registering, maintaining or releasing any financing statement or financing change statement under this Agreement or complying with any requirement under the PPSA (including but not limited to complying with any request for information from third parties if required).
  • You will not (except with the written consent of Reliable Food Distributors) allow to be, or be liable to become, perfected or attached in favour of any person, a security interest or transitional security interest in any of the monies from time to payable to Reliable Food Distributors (if any) or otherwise, and whether to a provider of new value or otherwise).
  • You will not (as against any person who is a “related entity “of you for the purposes of the Corporations Act 2001) without the prior written consent of Reliable Food Distributors, before or until all money payable to Reliable Food Distributors in connection with the Agreement is paid in full:
  • exercise a right of contribution or indemnity;
  • claim the benefit of (for example, by subrogation), or seek priority ahead of, the transfer of or the benefit of a security Reliable Food Distributors holds in connection with this Agreement;
  • try to reduce its liability to Reliable Food Distributors through set off or counterclaim; or
  • prove in competition with Reliable Food Distributors if you are unable to pay your debts when due.
  • seek to perfect or attach in favour of you or another (either jointly or severally) a security interest in any of your present or after acquired property which would rank in priority to the entitlements of Reliable Food Distributors.
  • You waive the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the security interests under this Agreement.
  • You agree that you and Reliable Food Distributors contract out of and nothing in the provisions of Sections 95, 96, 117, 118, 121(4), 130, 132(3)(d), 132(4), 142 and 143 of the PPSA shall apply to this Agreement.
  • You and Reliable Food Distributors acknowledge that you are the grantor and Reliable Food Distributors is the holder of a Purchase Money Security Interest (“PMSI”) by virtue of this Agreement and/ or the PPSA.
  • You and Reliable Food Distributors agree that the terms of this Agreement may be altered unilaterally by Reliable Food Distributors
  • You hereby consent and appoint Reliable Food Distributors to be an interested person and your authorized representative for the purposes of section 275(9) PPSA.

 General

  • Reliable Food Distributors may assign or transfer this Agreement and/ or any security under the PPSA to a related body corporate at any time by written notice to you. You must not assign or transfer the benefit or obligations of this Agreement without the prior written consent of Reliable Food Distributors, which Reliable Food Distributors will not unreasonably withhold.

  Confidentiality

  • You acknowledge that all pricing information and any other commercially sensitive or confidential information relating to this Agreement is strictly confidential (Confidential Information).
  • Except as stated in this Agreement or where required by PPSA, the parties to this Agreement are under an obligation to not and must not permit any of their officers, employees, agents, contractors or related bodies corporate to disclose any Confidential Information to any person, without the prior written consent of the party to whom the Confidential Information relates, other than:

(a) to their professional advisers;

(b) in the case of Reliable Food Distributors, in assigning or enforcing or seeking to assign or enforce this Agreement, in a proceeding arising out of or in connection with this Agreement, to a ratings agency or to the extent that disclosure is regarded by Reliable Food Distributors as necessary to protect its interest; or

(c) as required by law, a binding order of any government agency or any procedure for discovery in any proceedings.

  • The parties acknowledge and agree, for the purpose of section 275(6)(a) of the PPSA, that neither party may disclose any information or documents supplied by another party, including information of the kind referred to in section 275(1) of the PPSA, except in the circumstances in which disclosure is permitted pursuant to clause 56
  • This clause, and clause 55, 56 and 57:

(a) operates for the benefit of all parties; and

(b) continues despite the termination of this Agreement.

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