1. GeneralThe whole of the Agreement between The Company (Supplier) ( ACN ) and the Applicant ( ACN ) referred to in the Credit Application (The Applicant) is set out in these Terms and Conditions as amended from time to time and those, if any, which are implied and which cannot be excluded by law (Terms). Any other contractual terms of The Applicant (whether upon The Applicants order or elsewhere) that are contrary to or inconsistent with these Terms shall not apply nor shall they constitute a counter-offer. By receiving delivery and/or supply of all or a portion of the materials and/or parts and/or labour and/or services (Goods), The Applicant shall be deemed to have accepted these Terms and to have agreed that they shall apply to the exclusion of all others. All Goods are charged at the price ruling at the date of invoice and any Goods and Services Tax within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 (GST) or other government imposts shall be payable by The Applicant.
2. Credit Terms2.1 Payment is due on or prior to thirty (30) days from the date of statement rendered in respect of the supply of the Goods unless otherwise stated in writing by the Company (Supplier). The Company (Supplier) may charge liquidated damages at a rate equivalent to two percent (2%) in excess of the rate of interest for the time being fixed under Section 2 of the Penalty Interest Rates Act 1983 if payment is not received by the due date.2.2 The Applicant is liable for all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs (on a solicitor/own client basis) incurred by the Company (Supplier) for enforcement of obligations and recovery of monies due from The Applicant to the Company (Supplier).
3. Delivery and Supply3.1 Any times quoted for delivery and/or supply are estimates only and the Company (Supplier) shall not be liable for failure to deliver/supply or for delay in delivery/supply. The Applicant shall not be relieved of any obligation to accept or pay for goods by reason of any delay in delivery/supply or dispatch. The Company (Supplier) reserves the right to stop supply at any time if The Applicant fails to comply with the Terms.3.2 The risk of damage, loss or deterioration of any Goods will pass to The Applicant upon the earlier of dispatch or expiry of seven (7) days from the date of notification by The Company (Supplier) to The Applicant that the Goods are available for collection.
4. PropertyUntil full payment has been made for all Goods, and any other sums in any way outstanding from The Applicant to The Company (Supplier) from time to time:-4.1 All sums outstanding become immediately due and payable by The Applicant to The Company (Supplier) if The Applicant makes default in paying any other sums due to The Company (Supplier), becomes bankrupt, or commits any act of bankruptcy, compounds with its creditors, has judgement entered against it in any court or, being a company, has a provisional liquidator, liquidator, receiver, receiver manager or administrator appointed, notwithstanding the provisions of any other clause in these Terms.4.2 The property in the Goods shall not pass to The Applicant and The Applicant shall hold the Goods as Bailee for The Company (Supplier) (returning the same to The Company (Supplier) on request). The goods shall nevertheless be at the risk of The Applicant from the time of dispatch referred to in Clause 3.2 and The Applicant must insure the Goods from the time of dispatch referred to in Clause 126.96.36.199 The Applicant is only authorised to sell the Goods (or any portion of them) to third parties as the fiduciary agent of The Company (Supplier) provided that there shall be no right to bind The Company (Supplier) to any liability to such third party by contract or otherwise. All payments (direct or indirect) received from such third parties by The Applicant for the Goods (or any portion of them) shall be held on trust for The Company (Supplier) pursuant to the fiduciary relationship.4.4 In the event that The Applicant incorporates or transforms the Goods (or any portion of them) into any other goods or products produced by The Applicant (or a third party), then The Applicant must hold a proportion of any payment (relevant proportion) received by The Applicant for such goods or products on trust for The Company (Supplier). The Applicant expressly acknowledges that the relevant proportion shall be equal to the dollar value the portion of the Goods incorporated or transformed and The Applicant further acknowledges that any part payment (not exceeding the relevant proportion) received by The Applicant for such goods or products is received as payment first of the relevant proportion.4.5 If the Applicant fails to pay for the goods on the due date then, even though the Company (Supplier) reserves title to the goods supplied to the Applicant and without prejudice to any other rights or remedies the Company (Supplier) may have, the Company (Supplier) may sue the Applicant for the price of the goods as a liquidated sum.4.6 The Company (Supplier) is irrevocably authorised to enter any premises where the Goods are kept, and to use the name of The Applicant and to act on its behalf, if necessary, to recover possession of the Goods.4.7 The Applicant acknowledges and agrees that these Terms are a security agreement for the purposes of the Personal Properties Securities Act 2009 (Cth) (the PPSA) and that the Company (Supplier) may register its security interest in the Goods and their proceeds as a purchase money security interest on the Personal Properties Securities Register.4.8 The Applicant will pay to the Company (Supplier) the cost of registration on the Personal Properties Securities Register, as set out in the Company (Supplier)s invoice(s) to the Applicant.4.9 Where the PPSA applies to action taken by the Company (Supplier) in relation to the goods, the Applicant waives its right to receive any notices required under sections 95, 118, 121, 130, 132 and/or 135 of the PPSA.4.10 The Applicant waives its rights under section 157 of the PPSA to receive notice of a verification statement.
5. Returns, Cancellations and Claims5.1 The Applicant shall not return any Goods to The Company (Supplier) without obtaining prior authorisation from The Company (Supplier). Unauthorised returns will not be accepted. No returns will be accepted unless a copy of the relevant invoice is enclosed with the returned Goods. A list of the Goods returned including product descriptions, quantity, date of return and The Applicants name and address must also be enclosed. All Goods must be returned in the original packaging and The Applicant shall be responsible for all damage incurred during return shipment. A credit note will be issued by The Company (Supplier) only after Goods returned are either collected by The Companys (Suppliers) authorised representative or returned to it by The Applicant as set out above. No returns will be accepted after 30 days from date of invoice.
GNG SALES - GENERAL TERMS AND CONDITIONS
5.2 All complaints, claims or notification of lost Goods, incomplete Goods, Goods damaged in transit or Goods that do not comply with The Applicants purchase order must be submitted by The Applicant to The Company (Supplier) in writing within ten (10) business days of the date of the invoice rendered for the supply of the Goods. Otherwise, The Applicant shall be deemed to have accepted the Goods and shall not refuse to pay for the Goods on the basis that they were lost, incomplete, damaged in transit, or do not comply with The Applicants purchase order. 5.3 Notwithstanding clause 5.1 & 5.2, all complaints, claims or notification of carton shortages, Goods damaged in transit or pilferage must first be directed to the freight carrier. 5.4 Warranty - All Air tools and spray guns are guaranteed for 12 months from date of invoice against faulty workmanship or material defect. Products are not guaranteed against damage from normal wear and tear, abuse, misuse, neglect, water in air lines, failure to appropriately lubricate or incorrect oil used as lubricant. Also, this guarantee does not cover accessories or consumables such as springs, blades, chisels, cutting edges, or normal wearing parts such as hammer pins, anvils etc. Merchandise subject to a warranty claim are to be returned to The Company (Supplier) or its appointed representative, freight prepaid together with a description of the warranty claim. Product will be repaired or replaced and returned free of charge if it is determined by The Company (Supplier) as a warranty claim.
No other warranties except those implied and which cannot be excluded by law are given by The Company (Supplier) in respect of goods or services supplied. Where it is lawful to do so, the liability of The Company (Supplier) for a breach of a condition or warranty is limited to the repair or replacement of the goods, the supply of equivalent goods, the payment of the cost of repairing or replacing the goods or acquiring equivalent goods, the supplying of the services again or the payment of the cost of having the services supplied again, as determined by The Company (Supplier).
6. Privacy Act 1988 (Privacy Act)To enable The Company (Supplier) to assess The Applicants application for credit, The Applicant authorises The Company (Supplier):-6.1 To obtain from a credit reporting agency a credit report containing personal information about The Applicant and its guarantors pursuant to Section 18K(1)(b) of the Privacy Act; and6.2 To obtain a report from a credit reporting agency and other information in relation to The Applicants commercial credit activities
AND in accordance