Buyer terms

1. What Preplocal is, and who you are buying from

Preplocal is a wholesale marketplace and logistics service. Suppliers list their goods; independent storage and delivery operators hold and move them; we run the platform, arrange the fulfilment and collect the money. The goods are the supplier's, and we act as that supplier's agent for the sale. We provide the marketplace, storage, delivery and payment services in our own right.

Your tax invoice comes from us. Under the GST arrangement we hold with our suppliers, we issue the tax invoice for your order in our own name and under our own ABN, covering everything on the order even where it came from several suppliers. That invoice is the document to use for your GST credit and for your records. You do not need an invoice from each supplier and you will not receive one.

2. Business accounts only

Accounts are for businesses. The goods sold here are not of a kind ordinarily acquired for personal or household use, and you acknowledge you are acquiring them for business purposes. You need a valid ABN to open an account, and we check it against the Australian Business Register.

3. Your account and your team

You are responsible for what happens under your account, including orders placed by anyone you have invited to it. Keep your login details secure, tell us promptly if you think they have been compromised, and remove people who leave. Roles control what each person can do; owners and admins can invite, change and remove members themselves.

4. Prices and GST

The price you see is the price you pay. Prices may be tiered to your account and may fall at higher quantities; whatever is shown at checkout is what applies. Prices are frozen onto your order when you place it, so a later price change never reaches an order already placed. Prices are shown excluding GST; GST is added and shown separately on the order summary and the invoice, and GST-free lines are marked as such. Any platform fee is shown by name in the order summary before you place the order.

5. Stock holds and your cart

Adding an item to your cart reserves that stock, so it is there when you check out and other buyers cannot take it. A cart hold lasts one hour. After that the stock is released back to the pool and you may need to add it again, at whatever is then available.

6. Placing an order

An order is an offer to buy on these terms; it is accepted when we confirm it. We may decline an order, in whole or in part, if the stock is not available, the product has been discontinued, we cannot deliver to your address, or credit is not available on your account. If your account carries a minimum order value, an order below it cannot be placed (we will tell you how much more to add). If your account requires a purchase order number, you must enter one at checkout. In placing an order you confirm that your business is solvent and that you know of no circumstances entitling a creditor to appoint a receiver or wind it up.

7. Changing or cancelling an order

You have more room here than most wholesale terms give you, because nothing is irreversible until goods physically move.

• Before any part of your order has been collected from a warehouse, you can change quantities, remove lines, add items, or cancel the whole order yourself, from the order page. The order re-prices: lines you did not touch keep their original prices, and anything new prices at today's rates.
• Once part of your order has been collected, that part is committed. You can still cancel everything that has not been collected, and you are credited for it.
• Once goods have been dispatched, a problem with them is handled as a claim under clause 11.
• If a courier is already on the way, we may need to phone them before a cancellation can take effect. We will tell you if that applies.
• An order that has already been paid cannot be amended; we issue a credit note instead.

8. Paying by card

When you pay by card, we place a hold on the card when you check out, and charge it when your goods are dispatched. You will usually see the hold on your statement first and the charge a few days later, when the goods leave the warehouse. If you cancel before dispatch, we simply release the hold: no money was ever taken, so there is nothing to refund. If you cancel after we have charged you, we refund the card and issue a credit note. Card payments are processed by Stripe; we never see or store your full card number.

9. Paying on account

If your account is approved for terms, your invoice is issued when your goods are dispatched, and your payment terms run from that date. Until dispatch there is no invoice and nothing is overdue, although the order does count against your credit limit from the moment it is placed. Two limits apply and both are enforced automatically at checkout: a credit limit on your total outstanding balance, and a stop on new orders if an invoice is more than 7 days past due. If either applies we tell you the figures, not just the refusal, and you can tell us if you have already paid so we can check.

If you do not pay on time, you are liable for our reasonable costs of recovering the debt, including legal and mercantile agent fees. We may set off any amount we owe you against any amount you owe us. Repeated default may mean your account is closed or moved to prepayment.

10. Delivery

• The delivery day shown at checkout is the day we are working to, based on your site's schedule and ordering cutoff. It is a commitment we take seriously, not a guarantee, and we tell you if it changes.
• We only accept orders to addresses a delivery operator covers. If yours is not covered, checkout will say so rather than take an order we cannot fulfil.
• Title and risk in the goods pass from the supplier to you on delivery. We do not take ownership of the goods at any point, except for stock we have bought from a supplier ourselves: for those goods we are the seller, and title and risk pass from us to you on delivery. A delivery docket signed by anyone at your site is evidence that delivery took place.
• Your delivery site must have a contact phone number on it. Drivers are given it.
• If a delivery fails (nobody there, refused at the door), we will either redeliver it or return it to the warehouse, and we will tell you which.

11. Checking your delivery, and claims

Check your delivery when it arrives. Any claim for a shortage, a wrong item or damage must reach us within 24 hours of delivery, and time is of the essence: after that the delivery is treated as accepted. This is short because the goods are perishable and because after that we cannot tell what happened. You do not need to claim for a shortage we already know about: if we could not fill a line in full, you are credited for it automatically and the credit note is on your order. To raise a claim, contact us at hello@preplocal.com.

12. Freshness and best-before dates

We never sell stock that is past its best-before date. Where we knowingly sell short-dated stock we say so, show the real date and discount it. Product information, ingredients, allergens and dates come from the supplier. Do not remove, alter or obscure any label on the goods: labels carry allergen, traceability and date information and are a food-safety requirement, not decoration.

13. Returns

We do not accept returns for credit without agreeing to them first. Chilled and frozen goods that have left the cold chain cannot be returned, because they cannot be resold safely. Ambient goods must be unopened, in their original packaging and in resaleable condition.

14. Your rights under the Australian Consumer Law

The supplier is responsible for the goods themselves: what they are, that they match their description, and that they are fit to sell. We are responsible for our own services: the platform, the storage, the delivery and the handling of your payment. In practice you raise any problem with us and we sort it out, under clause 11; this clause is about where the responsibility ultimately sits.

Nothing in these terms excludes, restricts or modifies any right or remedy you have under the Australian Consumer Law or any other law that cannot be excluded. Where we are permitted to limit our liability, we limit it, at our option, to replacing the goods, supplying them again, or refunding what you paid for them. Otherwise, and to the extent the law allows, we are not liable for indirect, incidental, special or consequential loss, including loss of profit, revenue or business, however caused. Apart from what is written in these terms and what the law requires, we make no warranties or representations to you, and nobody acting for us has authority to give any.

15. Your indemnity

Subject to clause 14, you indemnify us against any loss or claim arising from your failure to comply with laws applicable to the goods or their use, your negligence or breach of these terms, or our following your instructions.

16. When we can suspend or withhold supply

We can withhold supply, with or without notice, if we do not have the stock, the product has been discontinued, or credit is no longer available on your account. We can suspend an account that is being used to disrupt the platform, to reach data that does not belong to it, or to misuse another business's account.

17. Intellectual property

Product names, images, descriptions and brand marks on the platform belong to the suppliers or to us. Buying goods does not give you any licence to use them beyond reselling the goods you bought. The platform itself, and everything in it that is not supplier content, is ours.

18. Ordering on your behalf

Sometimes an order is placed for you by someone else. Schedule A below sets out when that is authorised and what it binds you to.

19. Your information

Our Privacy Policy explains what we hold and who we share it with. Note in particular that the supplier filling your order sees your business name, delivery address, contact phone and the order's fulfilment timeline, because they cannot pack it otherwise.

20. Notices

We give you notices by email, to the addresses on your account, and through the platform. You give us notices by email to hello@preplocal.com. Formal legal notices may also be sent to our registered office as recorded with ASIC.

21. Changes to these terms

We may change these terms. We will publish the change and tell you about anything material before it takes effect. Orders already placed are governed by the terms in force when you placed them.

22. General

If any part of these terms is unenforceable, the rest stands. Not enforcing something once does not waive it. These terms, together with your order, are the whole agreement between us and override anything on your own purchase order or paperwork. We may correct clerical errors. These terms are governed by the laws of New South Wales, and we each submit to the non-exclusive jurisdiction of the courts of New South Wales and the Federal Court of Australia.

A1. Who may order for you

You authorise the following people to place orders on your account: (a) any supplier, or a supplier's sales representative, that you have granted this authority to; and (b) Preplocal staff, where you have asked us to place an order for you.

A2. What that binds you to

An order placed under A1 binds you exactly as if you had placed it yourself, and you are responsible for paying it. Every order records who placed it and on whose behalf, and you can see that on the order.

A3. The limits of that authority

That authority is limited to placing orders. It does not extend to changing your prices, your payment terms, your credit arrangements or these terms, and nobody has authority to agree those on your behalf.

A4. Withdrawing it

You can withdraw a supplier's authority at any time from your account settings, or by telling us. Withdrawal takes effect immediately and does not affect orders already placed.