Terms & Conditions
of Trade.

1. About these terms

1.1 These Terms and Conditions of Trade (Terms) apply to every order placed with Live Corals Australia Pty Ltd, ABN [61 633 105 754] through our online ordering system, by email, by phone or in person.

1.2 By opening a trade account, ticking the acceptance box at checkout, or placing an order, you (Buyer, you) agree to be bound by these Terms. If you do not agree, do not place an order.

1.3 These Terms, together with any credit application you sign and our order confirmation, form the entire agreement between you and us. Any terms in your purchase orders or other documents do not apply unless we agree to them in writing.

1.4 Our online ordering system is for wholesale trade customers only. It is not intended for retail consumers.

2. Definitions

• Account means a trade account we open for you on our ordering system.
• Goods means live corals, invertebrates, and any other livestock, products, equipment or supplies we sell to you.
• Livestock means any living organism included in the Goods.
• Order means a request to buy Goods submitted by you through any channel.
• Order Confirmation means our written acceptance of an Order, including an invoice or confirmation email.
• Delivery means handover of the Goods to you or your nominated carrier, or collection by you, as described in clause 9.
• Business Day means a day other than a Saturday, Sunday or public holiday in Queensland.
• Collection Costs has the meaning given in clause 7.3.

3. Trade accounts

3.1 To use our ordering system you must hold an active Account. Accounts are available only to businesses with a valid ABN that buy Goods for resale or commercial use.

3.2 You must give us accurate business details, including your legal entity name, ABN, trading address, delivery address and the names of authorized purchasers. You must tell us in writing within 7 days of any change, including a change of ownership, directors or trading name.

3.3 We may approve or decline any Account application at our discretion and without giving reasons. We may require a credit application, trade references and personal guarantees from directors before extending credit.

3.4 You are responsible for keeping your login details secure. Any Order placed using your login is treated as authorized by you.

3.5 We may set, change or withdraw a credit limit on your Account at any time by notice to you.

4. Orders

4.1 An Order is an offer to buy. It is accepted only when we issue an Order Confirmation or dispatch the Goods, whichever happens first.

4.2 Listings on our ordering system are subject to availability. Livestock is natural and variable, so photos are representative unless an item is listed as "what you see is what you get" (WYSIWYG). Colour, size and shape may vary with lighting, collection and acclimation.

4.3 If an item is unavailable or does not meet our quality standard at packing, we may substitute a comparable item of equal or greater value (unless you have marked your Order "no substitutions") or remove it and credit or refund you for it.

4.4 Once an Order is confirmed it cannot be cancelled or changed without our consent. If we agree to a cancellation after packing has started, we may charge a restocking or handling fee of up to [X]% of the Order value.

4.5 We may refuse or cancel any Order, including where your Account is overdue or over its credit limit, where pricing on our system was clearly wrong, or where we reasonably suspect fraud.

5. Pricing

5.1 Prices are in Australian dollars and exclude GST unless stated otherwise. GST and any other applicable taxes will be added to your invoice.

5.2 Prices on our ordering system may change at any time without notice. The price that applies is the price shown when your Order is confirmed.

5.3 Freight, packaging, boxing, heat or cold packs, airline fees and any courier surcharges are charged separately unless your Order Confirmation says otherwise.

5.4 Minimum order values and minimum box quantities may apply and will be shown on our ordering system.

6. Payment

6.1 Unless we have approved credit terms for your Account in writing, payment is due in full before dispatch.

6.2 If we have approved credit terms, payment is due within [7] days of the invoice date, or as otherwise stated on the invoice.

6.3 Payment may be made by EFT, credit card or any other method shown on our ordering system. Card payments may attract a surcharge that does not exceed our cost of acceptance.

6.4 You must pay all amounts in full without set-off, deduction or counterclaim, including while a claim under clause 10 is being assessed. Approved claims are credited to your Account.

6.5 Payments are applied first to Collection Costs, then to interest, then to the oldest outstanding invoice.

7. Overdue accounts and debt recovery

7.1 If any amount is not paid by its due date, we may, without limiting our other rights:

1. suspend your Account and stop or hold any undelivered Orders;
2. require payment in advance for all future Orders;
3. withdraw any credit terms or credit limit; and
4. declare all amounts owing on your Account immediately due and payable, whether or not their due date has passed.

7.2 We may charge interest on overdue amounts at [2]% per month (or the rate set by the Supreme Court of Queensland for unpaid judgment debts, if lower), calculated daily from the due date until paid in full.

7.3 Collection costs are payable by you. If we take any step to recover money you owe us, you must pay all costs and expenses we reasonably incur in doing so (Collection Costs), including:

1. fees and commissions charged by any debt collection agency we engage;
2. legal costs on a solicitor-and-own-client basis (a full indemnity basis, not just court-scale costs);
3. court filing, service, search and enforcement fees;
4. dishonoured payment and chargeback fees; and
5. our internal administration costs of recovery.

7.4 Collection Costs are added to your Account, form part of the debt and accrue interest under clause 7.2. You agree that any debt collection agency or law firm we engage may contact you directly about the debt.

7.5 If you are a company, trust or partnership, each director, trustee or partner who signs a guarantee is jointly and severally liable for all amounts owing under these Terms, including Collection Costs.

8. Ownership and security interest

8.1 Ownership of the Goods stays with us until you have paid in full for those Goods and all other amounts owing on your Account.

8.2 Until ownership passes, you hold the Goods as our bailee. You may resell them in the ordinary course of business, but you hold the proceeds of sale on trust for us up to the amount you owe.

8.3 You acknowledge that these Terms create a security interest in the Goods and their proceeds under the Personal Property Securities Act 2009 (Cth) (PPSA). You consent to us registering a financing statement on the PPS Register and will sign any document we reasonably need to perfect it.

8.4 To the extent the law allows, you waive your right to receive a verification statement and contract out of the PPSA provisions listed in sections 115(1) and 115(7) that can be excluded.

8.5 If you do not pay on time, you authorise us to enter your premises during business hours to recover any unpaid Goods that can be identified, and you must pay our reasonable costs of doing so.

9. Shipping, delivery and risk

9.1 We ship Livestock only on days we nominate, usually [Monday to Thursday], to avoid weekend transit. Dispatch dates are estimates only.

9.2 Delivery occurs when the Goods are handed to you, to your nominated carrier, or to the airline or courier we book on your behalf, or when you collect them from our premises.

9.3 Risk passes to you on Delivery. Our live arrival guarantee in clause 10 is the only exception, and it applies only if you meet every condition in that clause.

9.4 You must make sure someone is available to receive the Goods at the delivery address, or to collect them from the airport or depot, promptly on arrival. We are not responsible for losses caused by a failed delivery, late collection, an incorrect address or a closed premises.

9.5 We may hold or delay shipping if weather, temperature, carrier or airline conditions would put Livestock at risk. We will tell you as soon as practicable. A delay for this reason does not entitle you to cancel or claim compensation.

10. Live arrival guarantee

10.1 We guarantee that Livestock will arrive alive, provided all the following are met:

1. the Goods are received or collected on the first delivery attempt or within [2] hours of arriving at the airport or depot;
2. you notify us by email to [admin@livecoralsaustralia.com] within 24 hours of receipt;
3. your notice includes clear photos of each affected item in the unopened bag, the bag label, and the box with its shipping label; and
4. you keep the affected Livestock and packaging until we confirm the claim is resolved.

10.2 "Dead on arrival" means the item is clearly dead on opening.

10.3 The guarantee does not cover losses after acclimation, losses caused by your water quality, lighting, tank mates or handling, or delays caused by you or your carrier.

10.4 For approved claims, we will credit your Account for the invoice price of the affected item. Freight and packaging costs are not credited unless the entire shipment was lost through our fault. We may instead choose to replace the item on your next Order.

10.5 We do not guarantee the long-term survival, growth or colouration of Livestock once it has been delivered.

11. Returns and the Australian Consumer Law

11.1 Because Livestock is perishable, we do not accept returns of Livestock for change of mind. Claims for Livestock are handled only under clause 10.

11.2 Non-living Goods may be returned within [14] days only with our prior written approval, in original, unused and resaleable condition. A restocking fee of up to [5]% may apply, and you pay the return freight.

11.3 You must inspect all Goods on Delivery and tell us of any shortage, wrong item or damage to non-living Goods within [48] hours. If you do not, the Goods are taken to have been accepted.

11.4 Nothing in these Terms excludes, restricts or modifies any right or remedy you have under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, that cannot lawfully be excluded. Where the law allows us to limit our liability for a failure to meet a consumer guarantee, our liability is limited, at our option, to replacing the Goods, supplying equivalent Goods, or paying the cost of replacement or resupply.

12. Biosecurity and compliance

12.1 You are responsible for holding any permit, licence or approval required to receive, keep, sell or move the Goods in your state or territory.

12.2 You must not on-sell, release or dispose of Livestock in any way that breaches Commonwealth, state or territory biosecurity, fisheries or environmental laws. Livestock and tank water must never be released into waterways or the ocean.

12.3 We may refuse to ship any Goods to an address where we reasonably believe the shipment would breach any law or interstate movement restriction.

12.4 Where required, we will supply collection or harvest documentation for the Goods. You must keep any documentation we supply for the period required by law.

13. Suspension and termination of accounts

13.1 Termination at our discretion. We may close your Account at any time, for any reason or no reason, by giving you [14] days' written notice. We are not required to give reasons.

13.2 Immediate suspension or termination. We may suspend or close your Account immediately by notice if:

1. any amount owing is overdue;
2. you breach these Terms or any other agreement with us;
3. you become insolvent, enter administration, liquidation or receivership, make an arrangement with creditors, or (if an individual) become bankrupt;
4. you cease or threaten to cease trading, or sell your business;
5. you give us false or misleading information;
6. you engage in abusive, threatening or harassing conduct toward our staff or contractors; or
7. you make public statements about us that are false or misleading, or act in a way that could harm our reputation.

13.3 You may close your Account at any time by written notice to us.

13.4 When your Account is closed or suspended:

1. all amounts owing become immediately due and payable;
2. we may cancel any unfilled Orders and refund any prepayment for them;
3. clauses 7 (debt recovery), 8 (ownership and security interest) and 14 (liability) continue to apply; and
4. closing your Account does not affect any rights or liabilities that arose before closure.

14. Limitation of liability and indemnity

14.1 Subject to clause 11.4, we are not liable for any indirect or consequential loss, including loss of profit, revenue, stock, or livestock already in your systems, and losses arising from disease, pests or parasites introduced with the Goods.

14.2 You are responsible for quarantining, dipping and inspecting all Livestock before adding it to any system. You accept that Livestock is a natural product and may carry organisms that cannot be detected at packing.

14.3 Subject to clause 11.4, our total liability for any claim relating to an Order is limited to the invoice price of the Goods in that Order.

14.4 You indemnify us against any loss, cost or claim (including legal costs on a full indemnity basis) arising from your breach of these Terms, your breach of any law, or your resale or handling of the Goods.

15. Website, content and privacy

15.1 All photos, videos, descriptions and other content on our ordering system and website belong to us. You may use our product photos only to advertise Goods you have bought from us, and only while you hold that stock. You must not copy our content to promote Goods from another supplier.

15.2 We collect and use your personal and business information to process Orders, manage your Account, assess credit and recover debts, in line with our Privacy Policy at [website]/privacy.

15.3 You authorise us to obtain information about your creditworthiness from credit reporting bodies and trade referees, and to share information about overdue debts with credit reporting bodies, debt collection agencies and our legal advisers, as permitted by the Privacy Act 1988 (Cth).

15.4 We may suspend or change our ordering system at any time for maintenance or updates. We are not liable for any loss caused by the system being unavailable.

16. General

16.1 Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including weather, natural disasters, airline or courier disruption, collection or export restrictions, disease outbreaks, power failures or government action.

16.2 Changes to these Terms. We may update these Terms by publishing a new version on our ordering system and notifying you by email at least [14] days before it takes effect. The version in force when an Order is confirmed applies to that Order.

16.3 Notices. Notices may be given by email to the address on your Account, or to us at [admin email]. An email is treated as received on the Business Day after it is sent, unless the sender receives an automated message that it was not delivered.

16.4 Severability. If any part of these Terms is invalid or unenforceable, it is severed and the rest of these Terms continue to apply.

16.5 Waiver. Our failure or delay in enforcing any right is not a waiver of that right.

16.6 Assignment. You may not assign your rights under these Terms without our written consent. We may assign any debt you owe us, including to a debt collection agency.

16.7 Governing law. These Terms are governed by the laws of Queensland. You submit to the non-exclusive jurisdiction of the courts of Queensland.

Contact

Live Corals Australia · ABN 61 633 105 754

Email: admin@livecoralsaustralia.com · Web: livecoralsaustralia.com · Phone: 0423 662 878