Terms of ServiceDefinitions 1.1 We mean this company, our successors and assigns or any person acting on behalf of and with the authority of us. 1.2 "Client" means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Client is a reference to each Client jointly and severally. 1.3 "Goods" means all Goods or Services supplied by us to the Client at the Client's request from time to time (where the context so permits the terms 'Goods' or 'Services' shall be interchangeable for the other). 1.4 "Price" means the Price payable for the Goods as agreed between us and the Client in accordance with clause 4 below.
Acceptance 2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods. 2.2 These terms and conditions may only be amended with our consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and this brand.
Change in Control 3. The Client shall give us not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client's details (including but not limited to, changes in the Client's name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by us as a result of the Client's failure to comply with this clause.
Price and Payment 4.1 At our sole discretion the Price shall be either: (a) as indicated on any invoice provided by us to the Client; or (b) the Price as at the date of delivery of the Goods according to our current price list; or (c) our quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days. 4.2 We reserve the right to change the Price if a variation to our quotation is requested or where due to increases to us in the cost of materials and/or labour. 4.3 At our sole discretion a non-refundable deposit may be required. 4.4 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by us, which may be: (a) before delivery of the Goods; (b) thirty (30) days following the end of the month in which a statement is posted to the Client's address or address for notices; (c) the date specified on any invoice or other form as being the date for payment; or (d) failing any notice to the contrary, the date which is seven days following the date of any invoice given to the Client by us. Delivery of Goods 5.1 Delivery ("Delivery") of the Goods is taken to occur at the time that: (a) the Client or the Client's nominated carrier takes possession of the Goods at our address; or (b) Our (or our nominated carrier) delivers the Goods to the Client's nominated address even if the Client is not present at the address. 5.2 The cost of delivery is included in the Price with the exception of wholesale Client's for whom delivery is in addition to the Price. 5.3 We may deliver the Goods in separate installments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions. 5.4 Any time or date given by us to the Client is an estimate only. The Client must still accept delivery of the Goods even if late and we will not be liable for any loss or damage incurred by the Client as a result of the delivery being late.
Risk 6.1 Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery. 6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, we is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by us is sufficient evidence of our rights to receive the insurance proceeds without the need for any person dealing with us to make further inquiries. 6.3 If the Client requests us to leave Goods outside our premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client's sole risk.
Title 7.1 We and the Client agree that ownership of the Goods shall not pass until: (a) the Client has paid us all amounts owing to us; and (b) the Client has met all of its other obligations to us. 7.2 Receipt by us of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honored, cleared or recognized. 7.3 It is further agreed that: (a) until ownership of the Goods passes to the Client in accordance with clause 7.1 that the Client is only a trustee of the Goods and must return the Goods to us on request. (b) the Client holds the benefit of the Client's insurance of the Goods on trust for us and must pay to us the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed. (c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for us and must pay or deliver the proceeds to us on demand. (d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of us and must sell, dispose of or return the resulting product to us as it so directs. (e) the Client irrevocably authorizes us to enter any premises where we believe the Goods are kept and recover possession of the Goods. (f) we may recover possession of any Goods in transit whether or not delivery has occurred. (g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of us. |
