General Terms and Conditions of Sale
Where in these Terms and Conditions the expression "the Company" is used, it shall be taken to mean Supreme Doors. ACN 625 434 933, and/or its subsidiaries. . "Collateral" and/or "Goods" shall mean all goods and/or services supplied by the Company to the Customer, or ordered by the Customer but not yet supplied, and includes goods described on any quotation, invoice, purchase order or any other document including any recommendations and advice and over which the Company may intend to register a security interest.
You the customer may be referred to in these terms and conditions as "the Customer". These terms and conditions, are effective from the date of acceptance by the Customer and may be amended or superseded from time to time by notice given by the Company by any means. Unless or except specifically excluded herein, the Company retains any rights and remedies available in any prior or pre-existing agreement. The customer acknowledges that these general terms and conditions apply in relation to all sales of Goods by the Company to the Customer and to all orders placed with the Company. No person acting or purporting to act on the Company's behalf has the authority to make any promise, representation or undertaking or to add to or change in any way these General Terms and Conditions Of Sale and Security Agreement except expressly in writing. These terms and conditions are in addition to and in no way are intended to limit, vary or exclude any rights conferred by the conditions and warranties implied by the Competition and Consumer Act 2010 or by any similar legislation of a State or Territory of Australia which prohibits any such limitation, variation or exclusion. Prices are subject to change without notice.
Clerical errors are subject to correction and do not bind the Company. The Customer's rights under these General Terms and Conditions Of Sale & Security Agreement are not assignable or transferable.
PERSONAL PROPERTY SECURITIES ACT 2009 (PPSA)
Where a Commercial Credit Account has been approved, the Customer grants and the Company may register on the Personal Property Securities Register, a security interest in all and any sale of Goods under this agreement, including but not limited to intellectual property and all other present and after acquired property.
The Customer warrants that all purchases under the commercial credit account are for commercial purposes only and, the provisions of the National Credit Code will not apply.
The Customer and the Company agree to contract-out of the PPSA in accordance with section 115 of the PPSA to the extent that the section applies for the benefit of, and does not impose a burden on, the Company. The Customer waives its right to receive a copy of any Financing Statement or any Financing Change Statement registered by the Company in respect of the security interest created by these terms and conditions.
The Customer agrees to execute any documents, provide all relevant information and co-operate fully with the Company to ensure that the Company has a perfected security interest in the personal property charged and, if applicable, a Purchase Money Security Interest (PMSI).
The Customer agrees to notify the Company of any change in the Customer's structure or management including any sale or disposition of any part of the business of the Customer, any change in directorships, shareholders or management or change in partnership or trusteeship 7 days prior to any such change taking effect. The Customer agrees that, until all monies owing to the Company are paid in full, it shall not sell or grant any other security interest in the Collateral.
The Company reserves the right to vary these terms and conditions of sale.
Trade prices do not include GST. The Company will charge GST at the rate set by the Government in respect of any supply made to the Customer.
Any quotations provided by the Company remain open for acceptance for a period of 30 days from the date of quotation. After this time this quotation is voidable at the option of the Company which may in its absolute discretion determine this quotation and subsequently revise the price or any other of the conditions so quoted.
No order may be cancelled by the Customer without the written consent of the Company, irrespective of whether or not the Company has advised the Customer of its acceptance of that order.
Where the Company agrees to install Goods at any premises (the "premises") the following conditions shall apply:
(a) The Customer will provide reasonable access for the Company, its servants, agents and subcontractors to the premises during the period of installation as may be agreed by the parties to enable the Company to carry out its obligations. The Customer will also provide at its own expense, connection for electricity and any other similar services required by the Company for installation of the Goods.
(b) The Company will be under no liability or responsibility for any loss, damage or expense howsoever incurred by the Customer as the result of:
(i) any failure or delay by the Company in performing any of its obligations under the contract due to any reason beyond the control of the Company; or
(ii) any prohibitions or restrictions under any applicable statutes, bylaws or regulations.
(c) Any existing defects discovered by the Company in the course of installation shall be the responsibility of the Customer and the Company shall be the sole judge in respect of determining what remedial action is required. The Company may terminate any contract if the remedial action is not completed or taken as instructed, and within the time specified, by the Company without prejudice to its existing rights. Any additional expense incurred by the Company will be the responsibility of the Customer.
COLLECTION AND DELIVERY OF GOODS
All Goods must be collected within a maximum period of 10 working days after the specified date. The Customer will then be invoiced for the price of the Goods and the Goods will then in the discretion of the Company either be delivered to the Customer's premises or to a depot selected by the Company. If the Customer is unable or unwilling to accept physical delivery of the Goods when the Goods are ready for delivery, the Company shall be entitled to charge a fee for any delay suffered, or to arrange the storage of the Goods at the risk and cost of the Customer. All transportation, storage and other consequential costs shall be payable by the Customer as part of the Goods in question. Storage Supreme Doors will be charged at $38 per m2 of floor space per week.
All times quoted for delivery and/or installation are estimates only. The Company shall not be liable for any loss or damage, including consequential loss or damage, arising from delay in deliver and/or installation or failure to deliver Goods, either in whole or in part.
The Company's obligation to deliver shall be discharged on arrival of the Goods at the Customer's nominated delivery destination or nominated agent or carrier. The Customer shall not be relieved of any obligation to accept or pay for Goods by reason of any delay in delivery or despatch. The Company reserves the right to deliver by portion and each portion shall not entitle the Customer to repudiate the contract. Delivery will be deemed to have occurred when on-loaded at the Company's premises and all Goods shall be the risk of the Customer after on-loading.
A deposit of 50% of the total purchase price, inclusive of GST, is payable upon the placing of the order. The balance of payment for all Goods purchased from the Company is due and payable at the time of purchase unless a credit account has been approved and the National Credit Code does not apply, in which event payment must be made within 5 days of the invoice date and in that case:
(a) payment must be prompt and notwithstanding any previous indulgences, the Company may in its absolute discretion require immediate payment of any amount owing and/or refuse credit or supply of Goods without giving any notice whatsoever.
(b) if payment in full is not received within the terms defined above, the Customer shall in addition be liable to pay:
(i) interest at the rate of 1% per month (calculated daily) on any overdue amount, and
(ii) all expenses (including any amount charged to the Company by a debt collection agency) incurred in recovering or attempting to recover an overdue amount.
(c ) Overpayments to accounts will put the account into credit. Refunds of overpayments are not possible where a credit account has been created.
FITNESS FOR PURPOSE
The Customer agrees that the Company shall not be liable for any:
(a) Representation, promise or undertaking regarding the fitness or otherwise of Goods supplied by the Company unless it is made in writing or implied by law.
(b) Failure by the Customer to fix, install, erect or maintain the Goods in accordance with any advice, Recommendation, specification, information, assistance or service provided by the Company in relation to Goods sold or manufactured by it. The performance of cabinetry products is dependent on the environment, Product selection, handling, installation and maintenance.
Where the Customer orders a particular brand of product, the Company may in its absolute discretion Supply another product with identical or similar properties to that which was ordered ("the Equivalent") And the Customer will be obliged to accept and pay for the Equivalent as if the ordered brand of product had been supplied. Where an Equivalent is supplied, the Company will not be under any obligation to notify the purchaser of such occurrence, and purchasers should note that the use of colour names in any company document indicate no more than the colour of product supplied or its equivalency. This term will not apply if, and only if, the Customer has given notice in writing to the Company stating that the customer is only prepared to accept products bearing the brands or trademarks specified in its orders. The Company accepts no responsibility for change in colour or discolouration over time of supplied Man Made Materials.
The Customer shall inspect the Goods upon delivery and will, within 48 hours, notify the Company of any Defects, short deliveries or any failure to fulfil any quotation or order. The Customer will, within a Reasonable time following delivery, grant the Company access to the Goods in order to inspect for any Alleged defects. Should the Customer fail to notify the Company within the specified period then the Goods shall be deemed to be in compliance with the order and free from any defect whatsoever.
DEFAULT OF THE CUSTOMER
If the Customer makes a default in any payment, commits any act of bankruptcy, has liens placed on a Project or assets frozen or restrained, or becomes subject to any form of external administration or an Application for any form of external administration is made, the Company may at its option withhold Further deliveries or cancel the contract without prejudice to its rights thereunder. Where such default Occurs this shall not in any way prejudice the right of the Company to recover any amounts due for Materials previously supplied, or manufactured to a Customer's requirements.
The Company shall have the exclusive right to nominate the Court in which any legal action is to be Commenced and conducted, and the Customer shall consent to a permanent stay of any proceedings Which may have been commenced by the Customer in a Court not nominated by the Company.
No claim by the Customer for poor workmanship or failure to supply products conforming to the Customer's orders shall be recognised by the Company unless made in writing to the Company within 14 Days after delivery of the Goods to the Customer. No claim involving labour charges or product Replacement will be recognised by the Company unless the Company's agreement to the value of such Claim is obtained immediately such a problem becomes evident and the Customer has demonstrated That he has taken all possible action to minimise the effect of such a claim and the Company has been Given sufficient time to investigate and take such action it feels necessary to resolve the problem. No Claims will be recognised by the Company relating to materials which have been fixed unless in the Company's view the problem could not have been detected during the fixing process. Claims for lost time Or waiting time will not be approved by the Company. No claim will be recognised by the Company for Any loss, damage or injury of any kind whatsoever, arising directly or indirectly from the Customer's Failure to obtain independent professional and/or tradesman's advice in relation to the suitability of the Goods for any specific purpose.
The Company shall not be liable to the Customer for any loss of profits Or consequential, indirect or special loss, damage or injury of any kind whatsoever, arising directly or Indirectly from any defect in the Goods or their installation (regardless of any express or implied terms, or By reason of the Company's negligent act or omission or otherwise at common law.)
The Company reserves the right to sub-contract the manufacture and/or supply of any part of the Goods Quoted or of any materials or services to be supplied.
TITLE TO GOODS
All Goods supplied by the Company shall be at the Customer's risk from the time of on-loading at the Company's premises. The legal and equitable title to and property in the Goods will not pass to the Customer until the Customer has paid all moneys owed to the Company on any account whatsoever. Payment shall not be deemed to occur until all cheques in payment of moneys owing to the Company Have been presented and cleared in full. The Company reserves its right to enter upon any premises for The purpose of repossessing Goods. The right to repossess is without prejudice to any other rights of Recovery otherwise available. Until all Goods are paid for in full the relationship of the Customer to the Company shall be as a fiduciary in respect of the Goods and accordingly, the Customer shall store the Goods in such a way that they can be recognised as the property of the Company and, if the Goods are Sold by the Customer, the Company shall have the right to trace the proceeds thereof.