Sale of Goods Terms
Sale of Goods Contract
General Terms and Conditions
1 Definitions and interpretation
Buyer means the purchaser of the Goods, whose details are set out in the invoice.
Contract means this Sales of Goods Contract.
Goods means the products and, if any, services specified in the invoice.
Invoice means the invoice which forms part of this Contract containing details of the Contract and the Goods.
Manufacture means the production of Goods by machinery at large scale.
Seller has the meaning in the Invoice.
Nothing in these conditions exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Competition and Consumer Act 2010 (Cth)) and which by law cannot be excluded, restricted or modified.
These conditions (which will only be waived in writing signed by the Seller and Buyer) will prevail over all conditions of the Buyer's order, to the extent of any inconsistency.
3 Terms of sale
(a) The Goods and all other products sold by Seller are sold pursuant to the terms of this Contract.
(b) This Contract comprises:
(i) the Invoice; and
(ii) the terms of this Contract.
(c) If there is any ambiguity, inconsistency or conflict between the terms of any of the Invoice and the terms of this Contract, then, unless otherwise stated, the documents take precedence in the order set out in clause 3(b) of this Contract.
(d) By accepting this Contract by conduct such as paying the Invoice or accepting the supply of the Goods, the Buyer acknowledges and agrees that the Purchaser has had sufficient chance to read and understand the Contract and the Buyer agrees to be bound thereby. If any terms are proposed by the Buyer, those terms are deemed void and of no effect and the Seller is deemed, by supplying the Goods, to have made a counter-offer to supply the Goods to the Buyer subject only to this Contract . By accepting the supply of the Goods, the Buyer accepts that counter-offer.
4 Seller’s Invoice
Unless previously withdrawn, Seller's Invoice are open for acceptance within the period stated in them or, when no period is so stated, within 5 days only after its date. The Seller reserves the right to refuse any order based on this Invoice within 5 days after the receipt of the order.
The cost of any special packing and packing materials used in relation to the Goods are at the Buyer's expense, even if that cost has been omitted from any quotation.
The Buyer waives any claim for shortage of any Goods delivered if a claim in respect for short delivery has not been lodged with the Seller within 5 days from the date of receipt of Goods by the Buyer.
7 Drawings, etc
(a) The descriptions, illustrations and performances contained in catalogues, price lists and other advertising matter do not form part of the contract of sale of the Goods or of the description applied to the Goods.
(b) Where specifications, drawings or other particulars are supplied by the Buyer for the purposes of the Goods order, the Seller's price will be calculated on the basis of estimates of quantities required to provide the Goods as specified, drawn or otherwise particularised by the Buyer. If there are any adjustments in quantities above or below the quantities estimated by Seller as set out in an Invoice, then any such increase or decrease will be adjusted on a unit rate basis according to unit prices set out in this document or in the Invoice.
Any performance figures given by the Seller are estimates only. The Seller is under no liability for damages for failure of the Goods to attain such figures unless specifically guaranteed in writing. Any such written guarantees are subject to the recognised tolerances applicable to such figures.
(a) The Buyer must pay the delivery cost of the Goods to the Seller. The Buyer acknowledges that the delivery cost is not included in the price of the Goods.
(b) The delivery times made known to the Buyer are estimates only and the Seller is not liable for late delivery or non-delivery.
(c) The Seller will not be liable for any loss, damage or delay occasioned to the Buyer or its customers arising from late or non-delivery or late installation of the Goods.
(d) The Seller may at its option deliver the Goods to the Buyer in any number of instalments unless there is an endorsement overleaf to the effect that the Buyer will not take delivery by instalments.
(e) If the Seller delivers any of the Goods by instalments, and any one of those instalments is defective for any reason:
(i) this does not constitute a repudiation of the contract of sale formed by these conditions; and
(ii) the defective instalment is a severable breach that gives rise only to a claim for compensation.
10 Loss or damage in transit
(a) The Seller is not responsible to the Buyer or any person claiming through the Buyer for any loss or damage to Goods in transit caused by any event of any kind or by any person (whether or not the Seller is legally responsible for the actions of that person).
(b) The Seller must provide the Buyer with such assistance as may be reasonably necessary to institute claims against a carrier for damages to Goods in transit so long as the Buyer:
(i) has notified the Seller and the carrier in writing immediately after loss or damage is discovered by the Buyer on receipt of Goods; and
(ii) serves a claim for compensation on the carrier within 3 days of the date of receipt of the Goods.
(a) The Seller is not liable for any defects of the Goods including where the Goods are manufactured by third parties. For the avoidance of doubt, the Seller is under no obligation to:
(i) accept Goods returned by the Buyer; or
(ii) refund any monies paid for the Goods.
Except as provided in these conditions, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the Goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded. The Seller is not liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, layout, assembly, installation or operation of the Goods or arising out of the Seller's negligence or in any way.
12 Consumer guarantees
The Seller's liability for a breach of a condition or warranty implied by Part 3-2 Division 1 of the Australian Consumer Law is excluded where permitted by law or limited to:
(a) in the case of Goods, any one or more of:
(i) the replacement of the Goods or the supply of equivalent goods;
(ii) the repair of the Goods;
(iii) the payment of the cost of replacing the Goods or of acquiring equivalent goods; and
(iv) the payment of the cost of having the Goods repaired; or
(b) in the case of services:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
13 Indemnification of suppliers by manufacturers
The Seller's liability under section 274 of the Australian Consumer Law is excluded where permitted by law or expressly limited to a liability to pay to the purchaser an amount equal to:
(a) the cost of replacing the Goods;
(b) the cost of obtaining equivalent goods; or
(c) the cost of having the Goods repaired,
whichever is the lowest amount.
(a) Unless otherwise stated all prices quoted by vendor are exclusive of Goods and Services Tax (GST).
(b) Prices quoted are calculated at the date of issue of a relevant Invoice and include rates provided by third parties providers. These third-party rates include the cost of freight, insurance, customs duties, exchange, shipping expenses, sorting and stacking charges, cartage, cost of materials and other charges affecting the cost of production (Third Party Rates). Third Party Rates may vary slightly from the date of the Invoice to the time of delivery of the Goods. The Buyer will be liable for any increase in the Third Party Rates.
(c) If the Seller makes any alterations to the price of the Goods or to any of their inputs either before acceptance of or during the currency of the contract, these alterations are for the Buyer's account.
(a) The purchase price (Price) for the Goods plus GST (if any) where applicable is payable on the day of Invoice (Payment Due Date) unless other terms of payment are agreed in writing between the parties.
(b) The Seller is not required to deliver the Goods until the Buyer has paid the Price in full.
(c) Time for payment is of the essence.
16. Buyer's property
Any property of the Buyer under the Seller's possession, custody or control is completely at the Buyer's risk as regards loss or damage caused to the property or by it.
17. Returned Goods
The Seller is not under any duty to accept Goods returned by the Buyer.
18. Goods sold
All Goods to be supplied by the Seller to the Buyer are as described on the Invoice and the description on such Invoice as so agreed prevails over all other descriptions of the Goods including any specification or enquiry of the Buyer.
No order may be cancelled by the Buyer except with the written consent of the Seller. If there is a cancellation of the order by the Buyer, the Seller has the right to claim indemnity against all losses suffered by the Seller as a result of such cancellation.
(a) The Seller may terminate this Contract in its absolute discretion with a minimum of 1 day’s written notice to the other party.
(b) The Seller may terminate this Contract if the Buyer is in material breach of any of its obligations under this Contract and if the breach is capable of remedy fails to remedy the breach for a period of 5 days after receipt of a written notice by the other party requiring rectification of the breach.
(c) Exercise of the right of termination afforded to either party under this clause will not prejudice the legal rights or remedies which the Seller may have against the Buyer in respect of a breach of any term, condition or warranty of this Contract.
(d) The obligations of the parties that by their nature could reasonably construed as being intended to continue to apply beyond the termination of this Contract will continue to apply.
24 Place of contract
This Contract shall be governed by and construed in accordance with law of the State of Queensland. The parties submit to the non-exclusive jurisdiction of the courts and tribunals of the governing law jurisdiction.