Delivery to Australia and New Zealand
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Delivery to Australia and New Zealand
1.1 Currency: These terms and conditions of sale (Terms) apply to the supply of all Goods and Services by us to you from the date that you accept these Terms.
1.2 Acceptance: You accept these Terms when:
2.1 For the purposes of section 47A of the Fair Trading Act 1987 (NSW), we disclose to consumers (as defined under the ACL) the substance and effect of certain terms of these Terms:
2.2 clause 6.1 requires you to pay a fee if you fail to make any Payment by the due date;
2.3 clause 6.6 allows us to terminate your credit account with us at any time;
2.4 clauses 7.7, 8.3 and 11 comprise certain limitations and exclusions of our liabilities;
2.5 clause 8.2 imposes certain limitations on you cancelling Orders;
2.6 clause 9.5 requires, in relation to the return of Goods, that you must pay any transportation and Packaging costs to return the Goods to us;
2.7 clause 14.2 comprises the grant by you to us of a Security Interest in the Goods supplied by us to you, including all related proceeds, as security for all or part of the payment of any amount relating to the Goods in accordance with these Terms or otherwise;
2.8 clause 17.1 comprises an indemnity in our favour for certain claims; and
2.9 clause 17.2 allows us to terminate these Terms and any contract for the supply of Goods and/or Services and upon such termination, you must immediately pay any outstanding monies owed to us.
3.1 Requesting a Quote: You may request a Quote from us relating to the potential supply of Goods and Services.
3.2 Providing a Quote: We may provide you a Quote for the potential supply of Goods and Services. The Quote may include the price and quantity of the Goods and Services proposed to be supplied by us and other relevant details.
3.3 Validity of Quote: A Quote is valid for 30 days only. We reserve the right to withdraw a Quote at any time before you place an Order.
3.4 Placing an Order: If our Quote is acceptable to you, you may place an Order for the supply of Goods and Services. An Order is not binding until we have provided you in our absolute discretion our written acceptance of the Order.
3.5 Additional conditions: Unless otherwise agreed by us in writing, these Terms will prevail over, and we will not be bound by, any conditions (express or implied) added or provided by you.
4.1 Price: Unless we otherwise agree in writing and subject to clause 4.2, the price charged and payable for the Goods and Services shall be the price in Australian dollars at the date we issue the Invoice to you, together with any applicable taxes, charges and delivery costs regarding the Goods and Services.
4.2 Variation of price: Prices in any Quote for the supply of Goods or Services are based on the costs prevailing and the specifications supplied at the time of the Quote. Subject to your rights under law, we reserve the right to vary the price if:
and we provide you reasonable notice of any such variation of price.
Invoicing: Unless we otherwise agree, we will issue you an Invoice prior to delivery of the Goods or Services specified in your Order.
5.1 Payment terms: If you purchase any Goods or Services from us, the following payment terms apply for that transaction (unless otherwise agreed in writing):
5.2 Payment method: You must make all Payments in cash, by direct credit to the bank account nominated by us, by credit or by cheque or as otherwise indicated by us in writing.
5.3 Goods under warranty: Subject to statutory rights, a minimum repair charge of A$165 including GST plus any applicable freight charges will apply where you have returned any Goods to us but we have found such Goods not to be faulty.
6.1 Default Interest: If you fail to make a Payment in accordance with clause 5 (Payment), we may charge Default Interest at the rate of 3% calendar month.
6.2 Payment of Default Interest: Default Interest pursuant to clause 6.1 shall be:
6.3 Costs of enforcement: We may recover from you any costs we incur to collect any Payment.
6.4 No set off: You may not set off against any Payment any claims which you may have against us.
6.5 Default Interest amount credited first: Any Payment you make to us shall first be credited against any Default Interest accrued pursuant to this clause 6 to the actual date of Payment.
6.6 Revocation of credit: We reserve the right to revoke at any time any credit extended to you because of your failure to make any Payment when due or for any other reason.
7.1 Delivery: Delivery of the Goods occurs when you pick up or we deliver of the Goods to you, your agent or nominee or to a carrier commissioned on your behalf at the place specified by you, or as otherwise agreed. If not already provided in your Order, you shall provide to us any forwarding instructions at least 7 days before the date set for Delivery of the Goods.
7.2 Cost of delivery: We may charge you the cost of delivering the Goods to you, which will be included in the Payment. You must pay for any further costs after the Goods have been Delivered.
7.3 Instalments: We reserve the right to make deliveries in instalments and these Terms shall be severable as to such instalments, in which case Payment for each instalment is a condition precedent to subsequent instalments.
7.4 Goods provided by you: Where we process goods or materials supplied by you, the responsibility for delivery and insurance of those goods or materials to us shall be borne by you.
7.5 Risk passes on delivery: The risk in the Goods shall pass to you upon the delivery of the Goods in accordance with clause 7.1.
7.6 Insurance over Goods: If we request, you must from the delivery date until we have received Payment for all Goods in full, insure the Goods for their full replacement value including freight costs and provide to us upon our request evidence of such insurance.
7.7 No liability for delay: We will use reasonable efforts to deliver the Goods to you by the date and to the place specified by you. Without limiting clause 11 (Exclusions + Limitations), if the Delivery of the Goods is delayed:
8.1 Suspension of Order: If as a consequence of your instructions we delay or suspend (but not cancel) an Order or any part of an Order for a period of 30 days or more, we may:
8.2 Cancellation by you: You may not cancel an Order, or any part of it, unless:
8.3 Cancellation by us: We may in writing cancel an Order or delivery of an Order without liability to you if:
9.1 This clause 9 is subject to clause 11 (Exclusions + Limitations), clause 12 (Statutory Rights) and any other statutory or legal right whether under these Terms or otherwise.
9.2 Returns: You must inspect the Goods immediately upon Delivery and may only return the Goods if:
9.3 Change of mind - Restocking Fee: Subject to your rights under law, including the ACL, if you change your mind in relation to your purchase of the Goods and wish to return the Goods to us (and we accept the return of the Goods) we will charge you a fee equal to 10% of the Price (exclusive of GST where applicable) for the relevant Goods.
9.4 Notification: If you wish to return any Goods delivered to you, you must give to us:
9.5 Replacement or credit: If we accept the return of Goods from you, we will at our option either:
9.6 Costs to return Goods: Unless otherwise permitted by law, and subject to the provisions of clause 9.3 (Change of mind) you must pay for any transportation and Packaging costs to return the Goods to us, including if you change your mind.
9.7 Payment for other Goods: You may not withhold any payment due to us in respect of any other Goods pending the resolution of a returned Good.
9.8 Non-payment of account: We will not accept notifications under clause 9.3 if there are any amounts outstanding from you.
9.9 Goods damaged in transit: If the Goods are damaged while being delivered to you, subject to your compliance with this clause 9, we will replace the relevant Goods at no extra charge to you.
10.1 Provider details: The warranty against defects (Warranty) contained in this clause 10 is provided by:
10.2 Warranty: We warrant that the Goods are supplied free from defects in material and workmanship except such defects normally being regarded as being commercially acceptable.
10.3 Warranty Period: The Goods are covered by this Warranty for a period of 12 months unless otherwise stated in writing.
10.4 Exclusions: We will not be liable for:
10.5 any other thing that the warranty is not to cover – e.g. wearable parts, obsolete goods, loss or damage incurred in connection with transportation, Packaging or delivery of the goods etc.
10.6 Making a claim: You must make a claim under this Warranty by providing us notice in writing to our address specified in clause 10.1 containing reasonable description of the defect in the Good(s).
10.7 Repair and replacement: We will during the Warranty period and subject to clause 10.7, repair or replace at our option, any component or part of the Goods which our examination shows to be defective at no extra charge to you.
10.8 Limitation: Our obligations under this Warranty are limited to repairing or furnishing a replacement part to replace any part which has proven to have been defective.
10.9 Replacement part warranty: A replacement part supplied by us during the warranty period shall be covered by the warranty for the unexpired portion of the warranty period which covered the original Goods.
10.10 Regulation 90: This Warranty against defects is provided in addition to other rights and remedies you may have at law.
10.11 Goods only: Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
10.12 Services only: Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
10.13 You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.
10.13.1 Goods & Services: If you are a consumer for the purposes of the ACL, the following statement applies to you. Our Goods come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
10.14 You are also entitled to a refund or replacement for major failures with Goods. If a failure with the Goods or a Service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the Goods and to cancel the contract for the Service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the Goods or Service.
11.1 ACL exception: The exclusions and limitations in this clause 11 are subject to clause 12 (Statutory Rights).
11.2 Excluded rights: All express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), relating to these Terms, that are not contained in it, are excluded to the fullest extent permitted by law.
11.3 Limitations: No warranty is given and we will not be liable for:
In the case of Goods
In the case of Services
11.4 Indirect loss: We will not be liable for any special, indirect, consequential or economic loss or damage or loss of profits (in contract or tort or arising from any other cause of action) suffered by you or any other person resulting from any act or omission by us (including breach, termination or non-observance of the terms of an Order or agreement which incorporates these Terms).
11.5 Total liability: Our total liability for breach of these Terms or breach of our contractual obligations or duties at law or in equity (however arising) is limited at our option to:
In the case of Goods
In the case of Services
11.6 No reliance: You agree that:
11.7 Third party work: If we obtain goods or services from a third party to carry out your instructions or complete an Order:
11.8 you must pay for such goods or services from the third party plus the cost of or relevant fee for us performing such services as agent for you (whether separately identified or not). You do not require us to account to you for any commissions or benefits we may receive from such a third party supplier in connection with the supply of such goods or services to you and authorise us to contract on your behalf as we think fit.
11.9 We give no warranty in respect of any goods or services that are supplied or carried out or provided to you by a third party even where forming part of an Order. Any warranties or other rights will be governed by the terms of supply by that provider to you and relevant laws.
12.1 Statutory rights: Certain statutory guarantees, warranties and rights may apply to your purchase of Goods and Services from us as provided by relevant laws but subject to these Terms as applicable and where permitted by relevant laws.
12.2 No restriction: Nothing in these Terms excludes, restricts or modifies any condition, warranty, statutory guarantee, right or remedy implied or imposed by common law, statute or regulation which cannot be lawfully excluded, restricted or modified.
12.3 Unfair contract: If section 23 of the ACL applies to any provisions in these Terms, any such provision(s) shall be void to the extent it is unfair within the meaning of section 24 of the ACL.
13.1 Subject to the PPSA: The provisions of this clause 13 are subject to the provisions of the PPSA and clause 14 (Security Interest).
13.2 Possession as bailee: After delivery of the Goods, until the full Payment has been made you shall possess the Goods as bailee only.
13.3 Title: We will retain absolute title over the Goods until:
13.4 Identification: Until full title in the Goods has passed to you, you will ensure that:
14.1 Security Agreement: This clause 14 sets out the Security Agreement between you (as grantor) and us (as secured party).
14.2 Creation of Security Interest: You grant to us a security interest (Security Interest) in the Goods supplied by us to you, including all related proceeds (Collateral), as security for all or part of the Payment of any amount relating to the Goods in accordance with these Terms or otherwise. For the avoidance of doubt, this Security Interest is also a Purchase Money Security Interest in the Collateral.
14.3 Ranking: Subject to the priority rules set out in the PPSA, this Security Interest ranks in priority ahead of all other security interests in the Collateral.
14.4 Continuing obligation: This Security Interest is a continuing security and your obligations under this Security Agreement continue until it has been validly and fully terminated.
14.5 Perfection: You irrevocably give us authority to register a financing statement for the Security Interest on the PPSR. This clause does not prevent us from perfecting this Security Interest by any other means in accordance with the PPSA.
14.6 Information: You must provide us with any information required for us to register a financing statement or a financing change statement for this Security Interest on the PPSR.
14.7 Identification: Until this Security Interest has been extinguished, you must ensure that, as far as is reasonably practicable:
14.8 Accessions: You acknowledge that this Security Interest continues to apply to Collateral that becomes an accession to other goods.
14.9 Remedies: Until this Security Interest in the Collateral has been extinguished, if:
we may as we see fit and without notice to you, seize, retain or redeem the Collateral, or seek any and all remedies provided under Chapter 4 of the PPSA or any other remedies provided at law or in equity, including those set out in clause 14.10.
14.10 Right of entry: In additional to any rights given to us under Chapter 4 of the PPSA, you irrevocably:
14.12 Permitted use and sale: You may only sell or deal with any of the Collateral (including accessions) in respect of which full Payment has not been received if:
14.13 unless otherwise obligated by law, you do not disclose to a third party that the proposed transaction is subject to this Security Agreement or that the proceeds will be immediately paid to us or held on trust for us.
14.14 Costs: You must pay all costs incurred by us (including costs on a solicitor-client basis and debt collector’s costs) arising out of this Security Agreement, including costs regarding:
14.15 Extinguishment: The Security Interest is extinguished only if all obligations under this Security Agreement have been satisfied.
14.16 Waiver: Sections 95, 118, 121(4), 125, 130, 132 and 135 of the PPSA shall not apply to the extent that they impose obligations on us.
14.17 Waiver of receipt of statements: You irrevocably waive your right to receive from us a copy of any financing statement, financing change statement or verification statement that is registered, issued or received at any time regarding this Security Agreement.
14.18 Disclosure: The parties agree that neither party may disclose information that:
14.19 Acknowledgement: You acknowledge due notice of this Security Agreement with acceptance of these Terms.
15.1 Your intellectual property: If you provide us with Material to be used in the supply of the Goods or Services:
15.3 Licence over Materials: You grant to us a non-exclusive royalty-free license to use all Intellectual Property Rights in all Materials for so long as necessary or convenient for the production of the Goods or Services and the matters contemplated regarding the delivery of the relevant Goods or Services.
15.4 Our intellectual property: All of our Intellectual Property Rights in and relating to the production, development and supply of the Goods or Services, including but not limited to drawing, illustrations, specifications, and other related literature (excluding Materials licensed to us pursuant to clause 15.2) remains our property and shall not be transferred, assigned, licensed, reproduced, disclosed or otherwise given to any other person by you without our prior written consent.
15.5 Confidentiality: You must keep confidential and shall not use any of our confidential information without our prior written consent.
16.1 Prices exclusive of GST: Unless otherwise agreed, prices are exclusive of GST.
16.2 GST payable in addition: You must pay to us all GST in addition to any other amounts payable by you to us in respect of a taxable supply, which will be payable by you when required to pay for the Goods or Services.
16.3 Issue of tax invoice: We will issue a tax invoice for any taxable supply to you, which will enable you, if permitted by the GST Law, to claim a credit for GST paid by you.
17.1 Indemnity: You agree to indemnify and keep us indemnified in respect of all damages, losses, costs and expenses (including legal costs) that we may incur as a result of your breach or alleged breach of these Terms.
17.2 Termination: If a Default Event occurs:
17.3 we may, without limiting any other right we have under these Terms, terminate any outstanding Order and any contract for the supply of Goods and Services to you; and
17.3.1 all Payments and any other monies due under these Terms become immediately payable.
17.4 Lawful purpose: You must ensure the Goods and Services are used only for lawful purposes and in accordance with applicable laws.
17.5 Binding: These Terms bind our successors, administrators and permitted assigns and your executors and permitted assigns or your successors, administrators and permitted assigns (as applicable).
17.6 Assignment: We may without notice to you assign, transfer and/or sub-contract our rights and/or obligations (in whole or in part) under these Terms. You may not assign, transfer, hold on trust or otherwise delegate any of your rights or obligations under these Terms without our prior written consent.
17.7 Time of the essence: Time is of the essence for any date or period under these Terms.
17.8 New Terms: If we adopt new terms and conditions for the sale of Goods and Services:
17.9 Variation: We may vary these Terms by providing you 14 days' written notice.
17.10 Force Majeure: If a Force Majeure Event occurs, we may:
17.11 Severability: Each clause in these Terms is severable and if any clause is held to be illegal or unenforceable, then the remaining clauses will remain in full force and effect.
17.12 Waiver: No failure, delay, relation or indulgence on our part in exercising any power, right or remedy precludes any other or further exercise of that or any other power, right or remedy.
17.13 Governing law: These Terms shall be governed by and will be construed in accordance with, the laws of New South Wales and the courts of that State shall have jurisdiction in the event of a dispute.
18.1 Personal pronouns: Except where the context otherwise provides or requires:
18.2 Defined terms: In these Terms, unless otherwise provided, the following terms shall have their meaning as specified:
5/23 Hunt Street North Parramatta NSW 2151 Australia
Tel: +61 2 9687 1880 / Fax: +61 2 9687 1881