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, and it never holds, collects or forwards payment for goods. 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 a membership application where verification fails.

• We may end your membership where you materially breach these terms. Where the breach can be put right, we will tell you what it is in writing and give you a reasonable chance to put it right before we act.
• We may suspend an account immediately, without that notice, where we reasonably suspect fraud, a risk to safety, or conduct that exposes Surply or a member to legal liability. Section 10 governs how long that can last.
• You may close your account at any time, for any reason, by telling us. Fees already payable on deals agreed before you close remain payable, and sections 10, 11 and 12 continue to apply to anything that happened while you were a member. Nothing else survives.

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.

• The quality terms in this section and the receipt terms in section 5 are defaults that the buyer and seller adopt by recording a deal on Surply. Surply is not a party to the trade and does not impose them. The two businesses may agree different terms between themselves in writing, and those prevail.
• Under the default, 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 inspection window are taken to be accepted. We tell the buyer in advance, by email and in the app, before that happens.

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.
• A seller recording delivery must attach evidence of it — a proof of delivery, carrier confirmation or weighbridge docket. If the buyer does not respond within five days of that record, receipt is taken to have occurred and the window starts then. We email the buyer before that happens, and the buyer can stop the clock at any point with one click by disputing the delivery record, which pauses it until the two of you resolve it.
• Unless the two businesses agree otherwise in writing, payment for the goods falls due when the buyer releases the goods 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 we introduced to you, 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.

• We introduced a buyer to you, for a lot of material, if through Surply they enquired about that lot or made an offer on it. Those are events we record, and we will show you the record on request. If we did not record it, we did not introduce them.
• An introduction applies for 6 months from it, and only for that lot of material.
• Already trade with that buyer? Tell us when you list, or within 5 business days of their first enquiry, and no fee is payable. If you miss that window but can show us the relationship pre-dated the introduction, we will accept a later declaration.
• 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.
• We invoice you for the fee plus GST, payable within 7 days. The buyer is never liable for it, in any circumstances.
• If we change the fee, we will tell you at least 30 days before the change takes effect. The schedule that applied when you published a listing continues to apply to that listing. You may stop listing or close your account before the change takes effect, and if you do, the change never applies to you.
• 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. If a fee invoice goes unpaid

An unpaid fee has consequences, and we would rather you read them here than discover them. Each step is reversible the moment the invoice is paid, and we give you notice before each one. None of them touches a buyer, and we never withhold a counterparty's contact details from you — you already have them, and doing so would punish somebody who owes us nothing.

• Straight away: the deal paperwork for that deal stays watermarked.
• After 7 days: you cannot publish new listings, and existing ones are ranked lower. They stay live and stay visible.
• After 14 days: any Super Seller badge is hidden.
• After 30 days: the account is suspended and the debt may be referred for collection.
• None of the steps above applies while the total you owe is under $500, unless fee invoices have gone unpaid on more than one deal. Below that we will ask you, and keep asking, and nothing else happens.
• We charge no penalty, interest or fixed sum for late payment. The consequences above are the whole of it.
• If you dispute an invoice in writing before it falls due, we pause this while we look at it.

8. 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.

9. 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.

10. Liability

Surply provides a marketplace; it does not supply the goods traded on it and is not a party to any trade. We are not responsible for the conduct of members or the quality of goods traded between them.

• Where we are liable to you despite the above, our total liability to you for all claims arising in any 12-month period is limited to the greater of $10,000 and the fees you paid us in that period. Buyers pay Surply nothing, so for a buyer that limit is $10,000.
• Neither of us is liable to the other for indirect or consequential loss, or for loss of profit, revenue or anticipated savings.
• Nothing in these terms excludes, restricts or modifies any right or remedy that cannot be excluded, restricted or modified under the Australian Consumer Law or any other law.

11. Disputes and suspension

Trade disputes are between the trading parties; we are not an arbitrator of them. Report conduct that breaches these terms to us and we will look into it.

• We may suspend an account while we investigate, where we have reasonable grounds to believe these terms have been breached. We will tell you the reason, in writing, at the time.
• You may respond, and we will consider what you say.
• A suspension lasts no longer than reasonably necessary to investigate.
• While an account is suspended, deals already agreed continue and both parties keep access to their deal records, their documents and each other's contact details. A suspension stops new trading; it does not strand a trade in progress.

12. Changes to these terms

We publish these terms as dated versions. Each version stays readable at its own permanent address, and we record which version you accepted and when.

• We will tell you before a new version takes effect, and ask you to accept it.
• A change to the fee follows section 6: at least 30 days' notice, and the schedule stamped on a listing when you published it continues to apply to that listing.
• If you do not accept a new version, you may close your account under section 2. Fees already payable remain payable.