1.1 In these terms and conditions of sale:
2.1 You will purchase and we will supply goods and services to you on the following terms and conditions, however we are not obliged to supply to you when requested to do so.
2.2 All additions and amendments to the terms and conditions must be in writing signed by us.
3. QUOTATIONS AND ORDERS
3.1 Any quotation or price list given by us to you does not constitute an offer to sell goods or services to you. We reserve the right to alter the quote or price list without notice to you.
3.2 By ordering goods and services, you are making a binding offer to purchase those goods and services. We may notify you of our acceptance of your order in writing. Alternatively, our delivery of goods and services pursuant to your order shall be deemed acceptance of your offer to purchase.
4. PRICES, GST, FREIGHT AND INSURANCE
4.1 All prices quoted are inclusive of freight if they meet the minimum order value. The Supplier shall determine the minimum order value.
4.2 All goods are supplied on a firm sale basis unless otherwise stated in writing.
5.1 You agree that until we confirm that credit terms have been granted to you, all goods are supplied on a cash before delivery basis.
5.2 Unless otherwise agreed, all amounts owing to the Supplier on account of goods and services supplied to you on credit are due and payable by the last working day of the month following dispatch of invoices to you,
5.3 You agree that if you fail to pay in accordance with this clause 5.2, we may:
5.4 Any forbearance by us in charging any of the fees set out in clause 5 does not constitute a waiver of our right to do so in the future.
6. RISK IN THE GOODS
Subject to clause 7.2, the risk of loss or damage to the Goods passes to you on the date and at the time that the Goods are removed from the Company's warehouse for the purpose of delivery to you.
7.1 We reserve the right to deliver Goods by instalments. Any delivery times notified to you are estimates only. If you request us to postpone delivery of the Goods beyond the delivery date or dates specified in your order, we may agree to do so if you agree to pay an additional fee for such postponement.
7.2 If we do not receive delivery instructions sufficient to enable us to dispatch the Goods within days of you being notified that the Goods are ready for delivery, you shall from the fifteenth day after notification
8. CLAIMS AND LIABILITIES
8.1 Any claim by you as to breach of these terms and conditions by us must be made to us in writing within 7 days of delivery of the invoice. Time is of the essence.
8.2 You have the benefit of conditions and warranties implied by the Competition and Consumer Act 2010 (The Act") and nothing in these terms and conditions is intended to exclude, restrict or modify any statutory obligation we have. References to specific provisions of and circumstances arising under the Act are not intended to include reference to equivalent similar provisions of and circumstances arising under any State or Territory enactment.
8.3 Should we be liable for breach of a condition or warranty implied by the Act, our liability for the breach will, subject to the Act, be limited to one of the following as determined by us:
8.5 We will not be responsible for non delivery or delay in delivery of any goods and services due to any cause beyond our reasonable control, notwithstanding that the cause may be operative at the time of entering the contract of sale. Where such delivery or delay occurs, we may deliver the goods and services not delivered or delayed at any subsequent time and you must accept and pay for them.
8.6 Where we give a date of intended delivery, this will be subject to the goods and services ordered being available and our being able to make the delivery on that date.
The Company warrants the Products to be free from defects in materials or workmanship for a period of twelve (12) months from the date the Product is installed by the Customer at its customer’s site or fifteen (15) months from the date of delivery of Products to the Customer whichever is the earlier date, provided that:
10. RETURNED GOODS
10.1 Where goods are returned to us, credit will only be issued under the following conditions:
10.2 All claims for credit must be supported by:
10.3 Without in any way limiting our discretion to refuse to accept the return of any goods, the following goods will not be returnable:
10.4 We will only recognise claims for faulty goods that are lodged within seven days of you receiving the goods.
10.5 Goods must be returned by the carrier specified by us.
10.6 You agree to pay us a restocking fee of 20% in excess of 30 days of purchase and 50 % in excess of 60 days of purchase.
11. RETENTION OF TITLE
11.1 In relation to goods supplied to you:
11.2 You undertake that until you deliver the goods to a third party, you will store the goods on your premises separately from your own goods, and those of any other person, and in a manner which makes the goods readily identifiable as our goods.
11.3 You agree that our employees or agents may enter upon your premises (doing all that is necessary to gain access) where it is reasonably thought goods supplied under this agreement might be stored for the purpose of examining or recovering the goods.
12.1 You hereby charge in favour of us:
You agree that:
13.1 We may set off any credit amount that we owe to you against any debit due by you to us;
13.2 You are not entitled to withhold payment of any money in respect of any set off or claim you have against us.
14. ACTS OF DEFAULT
14.2 We reserve the right to resell the repossessed goods; and
14.3 terminate the Agreement.
If we conduct a resale pursuant to this clause:
15.1 we may do so at our premises or any other place; and
15.2 the resale may, at our discretion, be by public or private sale; and
15.3 we may recover from you as liquidated damages for our loss of bargain, the difference between the re sale price and the unpaid price (together with any incidental damages, such as holding expenses and charges but less expenses saved as a result of your breach), if applicable goods cannot be sold within 3 months of the first attempted sale, those goods will be deemed to have a re sale price of nil.
16. GOVERNING LAW
This contract is governed by the Law of Victoria. You and the Supplier irrevocably submit to the exclusive jurisdiction of the Victorian Courts and Federal Courts sitting in Victoria.
17. NOTICE OF WAIVER OF RIGHT TO VERIFICATION STATEMENT FOR THE PURPOSE OF SECTION 157 PERSONAL PROPERTY SECURITIES ACT 2009
The Customer and the Guarantors, jointly and severally acknowledge:
In consideration of the Supplier accepting the Customer’s application for credit and the Customer’s request for supply of goods and/or services, the Customer and each of the Guarantors, as testified by their separate execution of this clause, jointly and severally waive, its, his, hers and their right under Section 157 of the Act to receive notice of a Verification Statement received by the Supplier in relation to registration of a Financing Statement or a Financing Change Statement, arising from a security interest provided by the Customer pursuant to these Terms of Supply.
18. WHOLE AGREEMENT
This Application and terms and conditions embody the whole agreement between the parties and subject to the express terms contained in any written order or written acceptance thereof, all previous dealings, representations and arrangements are hereby excluded and cancelled.
19. CESSATION OF SUPPLY
Our agreement to continue to deliver or sell goods to you is always conditional upon our being satisfied of your ability to pay and comply with these terms and conditions. If we cease to be so satisfied we may suspend and/or terminate deliveries and shall not be liable in any way for any claim, damage, expense or cost suffered by you.
Should any part of these terms and conditions be held to be void or unlawful, these terms and conditions shall be read and enforced as if the void or unlawful provisions have been deleted.