Standard Trading Terms and Conditions
By ordering goods or services from us, you agree to all of the following:
1. DEFINITIONS – “Order” means any agreement between the Supplier and the Purchaser relating to the sale of goods to the Purchaser and which shall incorporate the terms of any credit application or quotation, these Standard Trading Terms and Conditions and the terms of any other document between the Supplier and the Purchaser; “Date of Delivery” means the date upon which the Goods are dispatched by the Supplier or its agent to the Delivery Point; “Delivery Point” means the address nominated by the Purchaser as the place for delivery and noted on the order; “Goods” means all materials and services provided by the Supplier including but not limited to supplies, plant, equipment, machinery, stores and services; “Guarantor” means that person, firm or corporation which provides a guarantee to secure payment of any amount due by the Purchaser; “Purchaser” means the person, firm or corporation from or on behalf of whom the Order is received; “Supplier” means Complete Lintels PTY Limited (ABN 16 472 360 787); “GST” means any goods and services tax including the tax imposed under A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) as amended.
2. ENTIRE AGREEMENT – The Goods and all other products sold by the Supplier to the Purchaser are sold in accordance with these Standard Terms and Conditions and any other terms and conditions set out in the Order which constitutes the entire agreement between the parties and supersedes all previous negotiations and communications and which may only be varied by written agreement between the parties.
3. QUOTATIONS – Quoted prices will remain valid for a period of 30 days from quotation date and are subject to alteration without notice to the Purchaser after that period. However, where in the period between acceptance of a quote and delivery of the relevant Goods, the supplier incurs an increase in the cost of supplying and/or delivering the Goods, the supplier reserves the right to increase the quoted price of those Goods at any time prior to delivery (a “price escalation”). The purchaser shall accept any such price escalation. The Supplier reserves the right to decline, to fulfill any order in whole or in part, at any time prior to the delivery of the Goods or performance of the services, in which case the Supplier will be under no obligation in respect of the Order and the Purchaser shall not have any claim against the Supplier for any damage, loss, cost or expense whatsoever. Prices quoted are for delivery free on road vehicle or free on truck in plus GST.
4. CANCELLATION – No order may be cancelled except with consent in writing from the Supplier and on terms which will indemnify the Supplier against all loss.
5. PRICE – All prices shall be in Australian Dollars as determined by the Supplier plus GST. The Purchaser is liable for the amount of any GST payable in respect of the taxable supply. All Customs Duty, freight and other charges shall be paid by the Purchaser. Any reduction to the original quantity quoted on, may result in an increase to the quoted unit price.
6. PAYMENT – Unless otherwise agreed the Goods the subject of the Order must be paid for in full prior to the Delivery Date. On all credit accounts: The Supplier shall invoice the Purchaser for payment for each delivery made or for Goods not ready for delivery but stored by the Supplier. Payment to the Supplier is not subject to the Purchaser receiving payment for the Goods supplied. No cash retentions are to be deducted from any payment made to the Supplier. Payment of accounts may be made via direct deposit, cheque, credit card (Visa, Mastercard or American Express) or debit card (Visa Debit, Mastercard Debit). Credit card payments will incur a payment processing fee of 1.023% inclusive of GST of the value of the card transaction for Visa & Mastercard, 2.2% inclusive of GST for American Express and 0.473% inclusive of GST for Debit Card Visa & Debit Card Mastercard. Payment is required to be made by the Purchaser by the 30th day from the end of the month in which the goods are delivered. The Supplier reserves the right to charge interest at the rate of the business overdraft reference rate charged by the Bank on all outstanding amounts. The Purchaser acknowledges that this interest rate is a charge consequent upon the Purchasers default and not a charge referable to the provision of credit. Liquidated damages provisions do not apply unless agreed upon in writing by both the Supplier and the Purchaser prior to placement of order. The Supplier reserves the right on all credit accounts to vary the terms of payment at any time should the credit worthiness of the Purchaser at any time become, in the Suppliers opinion, unsatisfactory. If the Purchaser defaults in the payment of any invoice when due then all invoices to the Purchaser will become immediately due and payable.
7. WARRANTY – Subject to any non-excludable conditions and warranties implied at law or by statute, the Supplier disclaims and expressly excludes all conditions and warranties expressed or implied, and all rights and remedies conferred on the Purchaser by any statute, law, equity, trade, custom or usage. Where so permitted the liability of the Supplier for a breach of non excludable rights is limited, at the Supplier’s option, to replacement of the Goods or the refund of the price paid by the Purchaser. Damage to the product caused by improper installation or by the application of chemical sealants, acids, salt solutions and other external elements are expressly excluded from this warranty.
8. VARIATIONS IN COLOUR, TEXTURE & FINISH – The Supplier shall make every reasonable attempt to match colour, texture and finish to samples of the Goods ordered, but shall not be liable for any claim relating to any variations of texture, colour or shade of the Goods.
9. DELIVERY – All goods shall be delivered by the Supplier or its agent to the Delivery Point. Any receipt or signed delivery docket for the Goods obtained from any person at the Delivery Point shall be conclusive of delivery of the Goods in accordance with the Order. If the Delivery Point is unattended or if delivery cannot be effected, the Supplier may, at its option, leave Goods at the Delivery Point or store the Goods at its discretion. The Purchaser shall ensure that the Delivery Point is accessible and any determination by the Supplier or its agent in respect of accessibility or safety at the Delivery Point shall be binding on the Purchaser. The Purchaser shall be responsible for any additional unloading costs incurred by the Supplier as a result of restricted site access.
10. TIME OF DELIVERY – Any time quoted for delivery is an estimate only and the Supplier shall not be liable for any loss or damage arising as a result of any failure or delay in delivery. The Purchaser shall remain liable to accept and pay for Goods regardless of any delay in delivery.
11. INSTALMENT – The Supplier reserves the right to deliver the goods by instalments. Failure of the Supplier to deliver any instalment shall not entitle the Purchaser to cancel the balance of the Order. In the event of the Purchaser making default in respect of any instalment, the Supplier may elect to treat the default as a breach of contract relating to each other instalment.
12. STORAGE – If the Goods are stored by the Supplier, the Purchaser shall indemnify the Supplier for all costs and expenses arising from such storage and any re-delivery costs. The Purchaser shall inspect the stored Goods and notify the Supplier in writing of any defect with the Goods within TWO (2) days from the commencement of storage and any claim not so notified within that time shall be deemed to be absolutely waived.
13. SHORT OR WRONGFUL DELIVERY – The Purchaser must notify the Supplier in writing within TWO (2) days after delivery of the Goods of any short or wrongful delivery of the Goods and any claim not so notified within the time aforesaid shall be deemed to be absolutely waived.
14. PALLETS – Any pallet used for the delivery of goods remains the property of the Supplier or manufacturer of the Goods and is not included in any sale.
15. EXAMINATION OF GOODS – If the Purchaser wishes to inspect or examine the Goods and prior to delivery then it shall do so at its own cost. The Supplier accepts no responsibility for any defects identified as a result of the Purchaser’s examination once the Goods have left the Supplier’s control.
16. DAMAGED GOODS – The Supplier shall not to be liable for any claim for damage to the Goods unless particulars of such claims are notified to the Supplier in writing within TWO (2) days after delivery of the Goods to the Delivery Point except as may otherwise be provided by law. The Goods in question should be set aside for inspection by a nominated representative of the Supplier. The Supplier shall not in any case be liable for defects or damage affecting 5% or less by number of clay, concrete or tile Goods supplied to the Purchaser.
17. SUB CONTRACTORS – The Supplier takes no responsibility for the workmanship or the quality of work performed by sub contractors engaged by the Purchaser whether recommended by the Supplier or not.
18. RISK – All Goods being delivered shall be at the Purchaser’s risk. The Supplier is not responsible to the Purchaser or any person claiming through the Purchaser for any loss or damage to goods in transit caused by any event of any kind by any person (whether or not the Supplier is legally responsible for the person who caused or contributed to that loss or damage).
19. TITLE – Legal and beneficial ownership in and to the Goods shall remain with the Supplier until the Purchaser has paid in full all amounts owing on all accounts to the Supplier. Until the Goods are paid for in full, the relationship between the parties shall be fiduciary and the Purchaser shall hold the Goods as bailee, shall store the Goods separately and mark them so as to be identified as being or being made from or with any Goods which are the property of the Supplier. The right of the Purchaser to incorporate the Goods in a new product shall automatically cease if the Purchaser becomes insolvent or subject to external administration. The Purchaser shall have no right to sell or otherwise dispose of the Goods until the purchase price has been paid in full to the Company.
20. ADVICE – Any advice, recommendation, information, assistance or service provides by the Supplier relating to the performance of the Goods are estimates only. The Supplier is not liable for any damage or direct, indirect or consequential loss suffered by the Purchaser as a result of reliance upon such advise, recommendation, information, assistance or service.
21. INDIRECT LOSS – Notwithstanding any other provision contained in the Order to the contrary, the Supplier shall not be liable for any loss or damage to the Purchaser arising from or caused or contributed by the negligence of the Supplier, its servants or agents, nor shall the Supplier be liable for special, incidental, indirect or consequential loss or damage suffered by the Purchaser as the result of a breach by the Supplier of its obligations or otherwise including but not limited to economic loss, loss of profits or revenue costs arising from such a breach.
22. WAIVER – A waiver by the Supplier of any breach of terms of the Order shall not constitute a waiver of any other breach of such provision or any other provisions.
23. RETURNS – No returns will be accepted for any Goods which are classified as reject or discounted lines or without the prior approval from the Supplier. Credit for Goods returned will be subject to cartage costs plus a reduction of 20% of the invoice value to cover handling and restocking expenses. No returns will be accepted on opened pallets or on any item especially obtained, imported, made to order or especially packaged with used products.
24. SUB-CONTRACTING – The Supplier reserves the right to sub contract the supply and delivery of the whole or any part of the Goods or of any materials or services to be supplied.
25. LAWS, REGULATIONS, PERMITS ETC. – The Purchaser shall obtain all permits, licences and give all notices required to be given and shall pay all fees, deposits and taxes required to be paid and shall comply with all laws, by laws or regulations in any way relating to the manufacture, supply or delivery if the Goods.
26. SEVERANCE – If any provision of the Order is determined to be void by any court of competent jurisdiction, the such a determination shall not affect any other provision contained in the Order and each such other provision shall remain in full force and effect.
27. FUTURE DEALING – The terms and conditions specified in the Order shall be incorporated by implication and conduct into all future agreements by the Supplier, to supply Goods, with the Purchaser.
28. COLLECTION COSTS – The Purchaser indemnifies the Supplier in respect of all legal costs, charges, expenses and disbursements incurred in the collection or attempted collection of monies due, on an indemnity basis and any certificate signed by an employee of the Supplier certifying the amount then due by the Purchaser shall be prima facie evidence of such amount.
29. QUANTITY ESTIMATES – No responsibility will be taken by the Supplier for over or under estimates to quantities. The Purchaser shall be liable to pay for any additional quantities manufactured or delivered.
30. CHARGE – The Purchaser and Guarantors acknowledge that all outstanding amounts shall be treated as giving rise to a charge on any property owned by them and that the Supplier shall be entitled to lodge a caveat to secure ant amounts owing to it on any real property owned by either Purchaser or any Guarantor.
31. RETENTION OF TITLE – In Accordance with The Building and Construction Industry Security of Payment Act 1999 (as amended 2003) any Goods in your possession remain the property of the Supplier until full payment of your account is settled.
32. CONDITIONS OF SALE – All contracts and agreements entered between the Supplier and the Purchaser are subject to the “Standard Terms and Conditions of Sale” appearing herein and as amended from time to time and which shall prevail where inconsistencies may exist with conditions in the Order or in respect of any other document signed by the Purchaser. A facsimile copy of any Credit Application Form will be accepted by the Supplier as if it was the original document.
33. GENERAL INTERPRETATION – Where a party comprises of more than one entity then any agreement, warranty, representation or obligation binds those entities jointly and severally; this Agreement (which term in this clause includes the Standard Terms and Conditions of Sale and without limitation the Order) shall be construed and take effect in accordance with the laws from time to time in force in the State of New South Wales and the Parties agree to submit to the jurisdiction of the Courts of that State in connection with all matters involving the interpretation or operation of this Agreement. Where the context requires, this Agreement must be interpreted as if a word which denotes the singular denotes the plural and vice versa and as if a word which denotes any gender denotes any other gender: the provisions and obligations of these Standard Trading Terms and Conditions are independent of each other and if any of them is or becomes illegal or unenforceable the other provisions and obligations remain in full force and effect. A reference to any party includes its or their successors in title or personal representatives as the case may be. If any party is a trustee of a trust then any agreement, warranty, representation or obligation binds such party both in its capacity as trustee and in its own right a reference to any statute includes any consolidated or replacement statute and any regulations or by laws issued under the statute.
34. NOTICES – All notices or other documents and communications required or permitted to be given to the Supplier shall be in writing and be addressed to: Complete Lintels PTY Limited (ABN 16 472 360 787) P.O. Box 3741, Rouse Hill NSW 2155.