1. Until the applicant (“You, Your”) has paid to Outliving Pty Ltd, Sunnylife LLC, Sunnylife UK Europe Ltd (“We, Us, Our, Outliving, Sunnylife”) all monies due to it, title and ownership of all goods supplied shall remain with Us (whether or not We have possession of the goods) but the risk shall pass to You immediately on delivery (or in the case of You using Your own freight method risk will pass immediately on pick-up).

  2. You agree that, in the event of You not paying for any of Our goods in the time specified, We may enter onto Your premises and any other premises where the goods may be located within business hours without notice and take possession of goods sold to You by Us to the value of the outstanding balance plus any costs of collection and restocking.

  3. You acknowledge that Our Terms & Conditions constitute a security agreement (as defined in section 10 of the Personal Property Securities Act 2009 (Cth) (“PPS Act”) and give rise to a purchase money security interest (defined in section 14 of the PPS Act) in favour of Us over the goods supplied or to be supplied to You as grantor (defined in section 14 of the PPS Act) pursuant to Our Terms & Conditions.

  4. We may register Our security interest in the goods supplied or to be supplied to You as grantor under Our Terms & Conditions on the Personal Property Securities Register as a purchase money security interest. You must do everything (including, without limitation, obtaining consents and signing documents) which We require for the purposes of:

      1. ensuring that Our security interest is enforceable and otherwise effective under the PPS Act for payment of all amount owing by You and performance of all obligations owing by You;

      2. enabling Us to gain first priority (or any other priority agreed to by Us in writing) for its security interest; and

      3. enabling Us to exercise rights in respect of the security interest. You waive your right to receive notification of, or a copy of, any verification statement (detailed in section 157 of the PPS Act) in relation to a registration event concerning security interest registration made by Us.

  5. You must also store, mark, and keep appropriate records for the goods sold to You so that the goods can at all times be identified as the property of Us. We may keep or sell any repossessed goods.

  6. Notwithstanding the above provisions, We are entitled to maintain an action against You for the purchase price.

  7. Orders are final and may not be cancelled or returned.

  8. We will part ship your order as soon as A$300 (for Australia/NZ) or US$300 (for USA/Canada) or £200 (for UK) or €250 (for rest of Europe) or more is in stock.

  9. All prices displayed/quoted are wholesale and exclude Goods and Services Tax (GST) and/or Value Added Tax (VAT) and/or Sales Tax and freight unless otherwise stated.

  10. Any invoice queries or claims in respect of faulty goods, damaged goods, deficient packaging, or delivery shortfalls must be made in writing to Us within 7 days of receipt of goods, otherwise the invoice shall be deemed to be accepted by You. Any claims made will be subject to Our inspection and discretion. You are required to count the number of boxes delivered before signing off with delivery person as We will not be liable for any shortfall if You sign off incorrectly.

  11. Returns of goods will not be accepted without Our Return Authorisation form signed by both Us and You

  12. Delivery dates are estimates only and reasonable delays are not grounds for cancellation of orders unless otherwise agreed.

  13. You must also notify Us of any change of business address or residential address to enable Us to send notices to You.

  14. Credit accounts may be opened at the discretion of Us, subject to satisfactory trade references and credit reference agency searches being obtained. We will conduct a search of the applying entity with a Credit Reference Agency, and may also conduct a search of the personal credit file of the principal Director/s, Partner/s or Proprietor/s of the applying entity. We will monitor and record information relating to the applying entity’s trade and payment performance. Results of credit searches and payment performance information will be kept in a Credit File, and will be made available to Credit Reference Agencies who will share that information with other businesses when assessing application for credit and fraud prevention. Your Credit File may also be provided to Our credit insurance broker and credit insurer when a credit limit increase is required. You have the right to apply in writing for a copy of Your credit file as part of the Data Protection Act.

  15. No payment shall be deemed to have been received until We have received cleared funds.

  16. Standard payment terms (excludes first order) are subject to credit assessment.

  17. You must provide a valid credit card with Your first order. Payment for the first order is required within 7 days from invoice date. Should payment not be received within 7 days from invoice date, payment will be charged from the provided credit card.

  18. We reserve the right to charge up to a 3% credit card surcharge on credit card payments.

  19. If any of Our invoices are not paid to Us within Your payment terms:

    1. We can suspend all further deliveries of goods to You until full payment is received for all outstanding invoices; and

    2. You will incur a A$50 (for Australia/NZ) or US$50 (for USA/Canada) or £50 (for UK) or €55 (for rest of Europe) collection fee plus interest at 1.5% per month. You will also be liable to pay any legal costs or debt collection charges incurred by Us in collection of outstanding accounts whether for the collection of monies due or for the recovery of goods supplied; and

    3. We can close Your credit account.

  20. We may, in our sole discretion, assign our rights to this agreement to a related party with reasonable notice in writing to You.