Terms of trade

1. The marketplace

Surply is a marketplace where verified Australian manufacturers list, discover and negotiate surplus materials and packaging. Surply is not a party to any trade: it does not buy, sell, hold stock or hold funds. It charges the seller a fee for its own service when a deal is agreed, set out in section 6.

2. Membership

Trading requires a verified membership. You warrant that the details you register, including your ABN, trading name and production connection, are accurate and stay accurate. We may decline or revoke membership where verification fails or these terms are breached.

3. Listings

Sellers warrant that every listing is accurate: the goods exist, they own them, and the batch number, quantities, dates, storage conditions and attached documents (CoA, SDS) are genuine and belong to the goods offered. Where a document is not available, the listing must say so.

4. As-is, with documentation

Materials trade as-is, with documentation. The seller warrants the documents are genuine and the goods match them. The buyer is responsible for judging fitness for purpose from the documentation and their own quality process, as they would when qualifying any supplier. On a deal recorded on Surply, rejection is available only for non-conformance against the CoA or the agreed specification, recorded on the deal within its inspection window; there is no change-of-mind return. Goods not rejected within the window are taken to be accepted.

5. Offers, acceptance and receipt

An accepted offer forms an agreement to trade directly between buyer and seller at the accepted price. Prices on Surply are for the goods alone and are quoted ex-works: unless the two businesses agree otherwise between themselves, the buyer arranges and pays for freight on their own carrier account. Surply neither arranges nor invoices freight. Settlement, including payment, freight, insurance and transfer of title, occurs between the two businesses, on terms they agree between themselves.

• A deal recorded on Surply carries an inspection window, chosen when the deal is recorded: between 1 and 30 days, and 14 unless the parties pick otherwise.
• The window starts when the buyer confirms receipt. If the seller has recorded delivery and the buyer has not responded within five days, receipt is taken to have occurred and the window starts then.
• Unless the two businesses agree otherwise in writing, payment for the goods falls due when the buyer releases them from quality inspection, or when the inspection window closes — whichever comes first.
• Surply records these events on the deal for both parties. It does not hold, collect or forward payment for the goods at any point.

6. Our fee

Joining, listing, enquiring and making offers are free, and buyers pay Surply nothing at any point. Where you agree a deal with a buyer introduced to you through Surply, you owe us a success fee on the agreed value plus GST, whether or not you record the deal on Surply. Nothing in these terms requires you to trade through Surply.

• The fee is banded: 8% of the first $5,000 of agreed value, 5% of the portion from $5,001 to $20,000, 3% of the portion from $20,001 to $50,000, and 2% of the portion above $50,000.
• The fee is subject to a minimum of $50 and a maximum of $5,000 per deal, plus GST in each case.
• If you confirm every deal put to you, and have settled at least 3, the first band drops to 6% on listings you publish while that record stands.
• If we change the fee, the schedule that applied when you published a listing continues to apply to that listing.
• Already trade with that buyer? Tell us when you list, or within 5 business days of their first enquiry, and no fee is payable.
• An introduction applies for 6 months from the first enquiry, for that lot of material.
• We invoice you for the fee plus GST, payable within 7 days. The buyer is never liable for it.
• If we need to check a particular deal, we will tell you which one in writing and give you a chance to reply before we act.

7. Prices and GST

Prices are in Australian dollars and exclude GST unless a listing states otherwise. Each party is responsible for its own tax treatment and invoicing.

8. Compliance

Members are responsible for complying with the laws that apply to their goods, including transport of dangerous goods, therapeutic and food standards, and any licensing their industry requires.

9. Liability

To the extent permitted by law, Surply excludes liability for the conduct of members and the quality of goods traded. Nothing in these terms excludes rights that cannot be excluded under the Australian Consumer Law.

10. Disputes

Trade disputes are between the trading parties. Report conduct that breaches these terms to us; we investigate and may suspend accounts while we do.