1. PURPOSE & APPLICATION
1.1. These Conditions constitute an agreement for the supply of Goods by the Supplier to the Customer and are incorporated into all current and future quotations and Orders.
1.2. If more than one person is the Customer those persons contract jointly and severally for themselves and each other.
1.3. Where the Customer as trustee of a trust incurs a liability for the Goods to the Supplier the Customer will incur that liability personally as well as in its capacity as trustee.
2. GOVERNING LAW & AUSTRALIAN CONSUMER LAW
2.1. These Conditions are governed by and construed in accordance with the laws of Victoria, Australia and the parties submit to the jurisdiction of the Victorian courts.
2.2. Nothing in these Conditions is intended to exclude, restrict or modify rights which the Customer may have under the ACL or any other Law.
2.3. If any provision of these Conditions is invalid under the ACL or any other Law, that provision is enforceable to the extent that it is not invalid, and if it is not possible to give that provision any effect at all, then it is to be severed from these Conditions and the remainder of these Conditions will continue to have full force and effect.
3.1. A Quotation will be valid for 30 days only from the date of issue.
3.2. Quotations and Prices are exclusive of delivery costs, GST and all other taxes or duties levied in respect of the Goods except to the extent that they are expressly included in the Price or Quotation.
3.3. There is no right of set-off in respect of any claims against the Supplier.
4.1. Customers who are not Credit Account Customers must pay the Price prior to delivery of the Goods.
4.2. Credit Account Customers must pay the Price in accordance with the Terms of Credit.
5. DEFAULT IN PAYMENT
5.1. The Supplier may charge interest on overdue amounts incurred as a result of the Customer’s default in payment under clause 4 at the rate provided for by section 2 of the Penalty Interests Rate Act 1983 (Vic), plus 2% compounded daily from the date of due payment until the date of payment in full of the overdue amount, plus interest.
5.2. The Customer will pay the Supplier upon demand all costs and expenses incurred by the Supplier as a result of the default in payment under clause 4.
6. TERMINATION FOR DEFAULT
6.1. If the Customer does not remedy an Act of Default within 7 days of the Supplier giving notice of the Act of Default, the Supplier may terminate this agreement for the supply of Goods or place the Customer on stop supply until the Customer has remedied the Act of Default.
6.2. If the Supplier terminates this agreement for the supply of Goods pursuant to clause 6.1, all amounts payable by the Customer to the Supplier will immediately become due and payable notwithstanding that the due date has not arisen.
6.3. Provided the Customer is not in default under these Conditions, if the Supplier commits an Act of Default which is not remedied within 7 days of the Customer giving written notice of the Act of Default, the Customer may terminate this agreement for the supply of Goods and obtain a refund of any amount of the Price already paid for Goods not supplied, less any other amounts due and payable to the Supplier under these Conditions.
7.1. If the Customer cancels an Order they may be charged a minimum of 15%.
7.2. If the Customer cancels an Order, the Supplier will refund any amount of the Price already paid for the Goods but may, before doing so, deduct any monies due under clause 7.1 from that amount.
7.3. If the Supplier has reason to believe that it will be unable to supply an Order to the Customer within a reasonable time or at all due to circumstances beyond its reasonable control, the Supplier may, without penalty, cancel the Order, in which case, the Supplier will refund the Customer any amount of the Price already paid in respect of that Order.
Risk of loss and damage to the Goods passes to the Customer when the Goods leave the Supplier’s Premises whether or not the Supplier arranges delivery.
9. TITLE TO THE GOODS
9.1. Ownership of and title to the Goods remains with the Supplier until the Customer has paid the Supplier in full the Price and any other money that the Customer may owe to the Supplier at any time on any account.
9.2. Until ownership of and title of the Goods passes to the Customer:
9.2.1 The Customer will not, without the Supplier's consent:
188.8.131.52. Make any alterations to the Goods or do or allow anything to happen to the Goods that might contribute to the deterioration in their value or otherwise adversely affect the interests of the Supplier;
184.108.40.206. Purport or attempt to sell or dispose of the Goods except in the ordinary course of its business;
220.127.116.11. Charge, encumber or create a Security Interest in the Goods; and
9.2.2.The Customer will keep proper stock records and records of account with respect to the purchase, receipt, sale of, and other dealings with the Goods.
9.2.3. The Supplier must give notice in writing to the Customer to return the Goods or any of them to the Supplier and, upon such notice, the Customer's right to obtain ownership or any other interest in the Goods will cease.
9.3.If the Customer supplies the Goods to any person before ownership of and title to the Goods passes to it, whether or not with the Supplier's consent, the Customer holds the proceeds of the resupply of the Goods on trust for the Supplier and will pay the proceeds of sale to the Supplier upon receipt.
9.4.If the Customer breaches clauses 9.2.1 or 9.3, the Supplier may enter upon the Customer’s Premises, or any other site, to repossess the Goods without incurring liability to the Customer or any other person, and the Customer grants the Supplier an irrevocable licence to do so.
10. PERSONAL PROPERTY SECURITIES ACT 2009 (CTH)
10.1. The Customer acknowledges and agrees that:
10.1.1. these Conditions constitute a Security Agreement for the purposes of the PPSA which creates a Security Interest in favour of the Supplier in the Goods (including Commingled Goods) and in all present and after acquired property supplied by the Supplier to the Customer (or for the Customer’s account) until the Price has been paid for in full;
10.1.2 The Supplier may, without notice to the Supplier, register its Security Interest in the Goods (including Commingled Goods), in all present and after acquired property and in their proceeds as a Purchase Money Security Interest on the Register; and
10.1.3.The Security Interest is not discharged nor the Customer’s obligations affected by the administration of the Customer.
10.2. Where the PPSA applies to action taken by the Supplier in relation to the Goods, the Customer waives Its right to receive any notices required under sections 95, 118, 120, 121(4), 123(2) &(3), 129, 130, 132(3)(d), 132(4) or 135 of the PPSA.
10.3. The Customer waives its rights under section 157 of the PPSA to receive a notice of verification statement.
10.4. The Customer waives it rights under sections 96, 125, 142 and 143 of the PPSA.
11.1. The costs of delivery of the Goods to the Customer are for the Customer's account whether or not the Supplier arranges delivery.
11.2. Where the Supplier arranges delivery of the Goods, it does so as agent only of the Customer and the Customer will indemnify the Supplier against any loss or damage incurred or suffered by the Customer, the Supplier or any other person in connection with the delivery of the Goods.
11.3. Any time quoted for delivery is an estimate only. The Supplier will use all reasonable endeavours to meet agreed delivery dates and times, but (to the extent permitted by Law) will not be held liable by the Customer for any loss or damage incurred or suffered by the Customer in connection with any failure or delay in delivery.
12. WARRANTIES & EXCLUSIONS
12.1. The Supplier warrants that the Goods comply with the warranties included in any Warranty Document and any guarantees that apply compulsorily under the ACL.
12.2. To the extent permitted by Law, all other guarantees, warranties, undertakings, or representations expressed or implied, whether arising by statute or otherwise, which are not given in these Conditions or any Warranty Document are expressly excluded.
Any further information relating to payment of jobs and establishing a credit facility should be referred to:
Accounts Department – Evan Evans
673 Spencer Street
West Melbourne VIC 3003
Phone: +61 3 8413 6660
Phone:1800 990 989 (free call within Australia)
Fax: +61 3 9416 1848