Conditions of Sale

1. DEFINITIONS

1.1. Claim means any action, claim, suit or demand of any nature whatsoever.
1.2. Defect means an error or defect in Goods due to faulty materials or workmanship and Defective has a corresponding meaning.
1.3. Loss means any costs, losses, penalties, damages, liabilities and expenses and in relation to a Claim, includes amounts payable on a Claim (whether or not the Claim is successful) and legal costs and expenses on a solicitor and own client basis.
1.4. PPSA means the Personal Property Securities Act (2009), any regulations made under it and any amendments made to other legislation by them.

2. BINDING TERMS AND CONDITIONS

2.1. Unless otherwise specifically agreed in writing by us, these terms and conditions are incorporated into every order for the supply of Goods placed by the Customer.
2.2. Any provision of a particular order of the Customer which is inconsistent with or additional to these terms and Conditions is excluded from contracts between us and the Customer.
2.3. The Customer acknowledges that we may amend these terms and condi t ions at any time. Amendments to these terms and conditions will apply to any order placed one month after the date on which the Customer is notified of the amendments. The placement of an order by the Customer one month after notification of the amendments will constitute acceptance of the terms and conditions.

3. PURCHASE ORDERS & ACCEPTANCE

3.1. Our quoted prices will only become binding on us upon receipt of an unconditional purchase order in such form as we may require (purchase orders may be sent to us in writing to our contact details shown on our Credit Application form or delivered to us electronically).
3.2. We reserve the right to accept or reject orders placed by the Customer. If the order is accepted by us, we will notify the Customer of that fact.
3.3. All Goods will be as described in the quotation given by us, irrespective of any purported variation in the form of acceptance accepting such quotation.
3.4. Orders may only be cancelled by the Customer on terms that indemnify us for all Claims and Loss which we may incur in connection with such cancellation.

4. PRICING & PAYMENT TERMS

4.1. We reserve the right to change our prices of the Goods at any time without notice. This will not apply however, to prices quoted for which we receive an unconditional purchase order in accordance with clause 3.1.
4.2. Unless otherwise indicated, all prices quoted by us are exclusive of GST.
4.3. We will do all things reasonably available to us to assist the Customer to claim, on a timely basis, any input tax credits the Customer may be entitled to claim for the purchase of Goods from us. This includes us maintaining our registered status for GST purposes, and issuing tax invoices for the Goods delivered to the Customer.
4.4. Prices quoted will specify whether they are inclusive or exclusive of freight/delivery charges.
4.5. Credit terms will only be granted following receipt of an acceptable credit application, with or without security (as may be specified by us). If credit terms are granted, the terms of payment will be strictly as set out as notified by us to the Customer from time to time, and in default of any such notification, 30 days from the date of the invoice (unless otherwise agreed in writing).
4.6. We may vary or withdraw the approved credit limit of the Customer at any time in our absolute discretion. That may include requiring the Customer to pay cash in full prior to delivery if in our opinion the credit worthiness of the Customer becomes unsatisfactory.
4.7. The Customer will pay interest on all overdue payments at the rate of 2% per month from the due date for payment until the date that payment is actually made.
4.8. If the Customer defaults in any payment then:
(a) the date for payment of all monies owing and outstanding to us, irrespective of whether the due payment as per the invoice has passed, will accelerate and become immediately due and payable;
(b) we may invoice the Customer for the value of any Goods supplied, and other out of pocket expenses incurred, but not yet invoiced, which amounts will be immediately due and payable upon issue of the invoice;
(c) we may cancel or suspend any unfilled orders, suspend the supply of further Goods and cancel any rebate, discount or allowance due or payable by the Customer as at the date of the default for non-payment.

4.9. If the Customer commits any act of bankruptcy, appoints an administrator or commits an act which entitles a third party to make an application to wind up the Customer or appoint a receiver or receiver and manager to the Customer or any of its assets, or where the Customer passes a resolution to wind itself up or enters into any arrangement or compromise with any of its creditors (“Insolvency Event”), then to the extent permitted by law:
(a) the date for payment of all monies owing and outstanding to us, irrespective of whether the due payment as per the invoice has passed, will accelerate and become immediately due and payable;
(b) we may invoice the Customer for the value of any Goods supplied, and other out of pocket expenses incurred, but not yet invoiced, which amounts will be immediately due and payable upon issue of the invoice;
(c) we may cancel or suspend any unfilled orders, suspend the supply of further Goods and cancel any rebate, discount or allowance due or payable by the Customer as at the date of the default for an Insolvency Event.
4.10. The Customer must pay to us, in full for the Goods delivered even if:
(a) there was a delay in delivery of the Goods;
4.11. The Customer must pay to and indemnify us against all Claims and Loss suffered or incurred by us in connection with;
(a) the recovery of any monies due and payable but unpaid by the Customer.

5. DELIVERY ACCEPTANCE AND CHANGE OF MIND

5.1. We will make all reasonable efforts to deliver the Goods to the Customer on the date agreed between us and the Customer as the delivery date, but we will be under no liability to the Customer if delivery is not made on the delivery date.
5.2. Where we arrange the freight carrier, the Goods will be directed to the address nominated by the Customer on its Credit Application form as the Customer’s delivery address, unless otherwise agreed in writing.
5.3. Delivery of the Goods will be effected upon delivery to the freight carrier (including couriers) or upon collection of the Goods by the Customer (or the Customer’s nominated carrier) from our nominated collection point. Where Goods have origin overseas, then delivery of the Goods will be deemed effected on a FOB (Incoterms 2010) basis at the named port of shipment.
5.4. We will endeavour to deliver to the Customer the quantity of goods ordered.
5.5. Deliveries may be totally or partially suspended during any period in which we may be prevented or hindered from delivering by any circumstances outside of our reasonable control, including but not limited to, strikes, lock-outs, stock shortages, accidents, break-downs of plant or machinery, storms, adverse weather, pandemics or epidemics, acts of public authorities, floods and other acts of God. The Customer acknowledges that in such an event, we will be under no liability or obligation to deliver to the Customer, any Goods not delivered during the period of suspension.
5.6. If Goods the subject of one order by the Customer is delivered by more than one delivery, each delivery will be deemed to be sold under a separate contract. Our failure to deliver the whole of the order within the time stated on the order form will not entitle the Customer to repudiate the contract for the balance remaining undelivered.
5.7. The supply of Goods is subject to availability. We may cancel the order if we determine that we will be unable to deliver the Goods within a reasonable time (in which case we will refund any money already paid on account) or we may deliver the order in instalments and the Customer must pay an amount for each instalment as notified by the us in its invoice. Each separate delivery constitutes a separate contact.
5.8. The Customer must inspect the Goods immediately upon delivery, for any obvious physical damage suffered during delivery, and to confirm that the Goods supplied are not different from the Goods ordered.
5.9. Subject to applicable laws, any Claim that the goods supplied are physically damaged on delivery or are different from the goods ordered must be given in a written notice within 30 days of delivery. The notice must give sufficient details of the Claim, attach a copy of our invoice and include photographic evidence. If the Customer fails to give such a notice, the Customer will be taken to have accepted the Goods as being free from physical damage and complying with the Customer’s order and subject to applicable laws, the Customer will not be entitled to make any Claim against us.
5.10. If we are satisfied (acting reasonably) that the Goods are physically damaged on delivery or are different from the Goods ordered, we will provide the Customer with an Inbound Stock Docket and arrange for the return of the Goods at our cost. The Customer must return the incorrectly supplied or damaged Goods with our Inbound Stock Docket. Upon return of the goods, we will, at our option, repair, replace or resupply the relevant goods or refund the Customer the cost of the Goods (including any freight/delivery charges).
5.11. We will not consider any Claim that the Goods are physically damaged on delivery or are different from the Goods ordered and disclaim all liability:
a. for any damage occurring to the Goods after delivery;

b. for any modifications, alterations or changes made to Goods by the Customer or any third party after delivery;

c. if the goods have been installed or used after delivery.

5.12. Change of mind – the Customer may return any Goods for a change of mind within 30 days of delivery, subject to the following:
a. the Goods must be unused, undamaged and in original condition;

b. the Customer is responsible for returning the Goods at the cost of the Customer, in their original packaging, accompanied by an Inbound Stock Docket and a copy of our invoice;

c. the Customer will be offered a credit to the Customer’s account (less any freight or delivery charges);

d. the Customer may be liable to pay us a restocking fee of 20% of the original purchase price of the returned Goods.

6. PASSING OF TITLE & RISK

6.1. The risk in the Goods purchased from us will pass to the Customer upon delivery by us to the Customer. It is the responsibility of the Custom to