SYDNEY HALEX PTY LIMITED T/A SYDNEY PAWS PETDOORS
ABN 68 620 951 304
(“the Company”)
STANDARD TERMS AND CONDITIONS OF SALE
1. Application of Terms
1.1 These Standard Terms of Sale (“Terms”) apply to all Goods sold, and Services provided, by the Company to each entity (“the Customer”).
1.2 These Terms, together with any Quote, Order and tax invoice in relation to the supply of Goods and Services by the Company to the Customer, constitute the entire agreement between the Company and the Customer (“the Agreement”). There are no other terms and, to the extent permitted, all other terms including warranties that may be implied, including statutory terms, are excluded.
1.3 These Terms may be varied at any time by the Company. The terms at the time of the supply of Goods and Services will prevail if there is any conflict.
1.4 Any modification to these Terms discussed between the Company and the Customer orally will be effective only after confirmation by the Company in writing.
2. Definitions
2.1 In these Terms:
304. “Company” means Sydney Halex Pty Ltd ABN 68 620 651 304.
305. “Customer” means any customer of the Company who accept Goods and Services from the Company.
306. “Due Date” has the meaning given to it in clause 5.2.
307. “Fixtures” mean all fixtures to a premises including, but not limited to, glass doors, screen doors and security doors.
308. “Goods” means the Goods that the Company supplies in the course of its business.
309. “Invoiced Amount” means the amount set out in a tax invoice issued by the Company to the Customer for the provision of Goods and Services, including any charges set out in clause 5.1.
310. “Order” means an order from the Customer to the Company for the supply of Goods.
311. “PPSA” means the Personal Property Securities Act 2009 (Cth).
312. “Quote” means a price quotation given by the Company to the Customer for the supply of Goods either orally, in writing or via its website.
313. “Quoted Price” means the price quoted by the Company in a Quote for the provision of Goods and Services, as varied in accordance with this Agreement.
314. “Services” means any services provided by the Company in the course of its business.
315. Quoting and Pricing
3.1 Subject to the balance of these Terms, a Quote given by the Company to the Customer will remain valid for the period stated in the Quote, or if no such period is stated, for a period of thirty (30) days.
3.2 Without limiting any other right of the Company, the Company may vary the Quoted Price in the following circumstances:
- if the Customer requests any change to the number of Goods to be supplied or the delivery address;
- if the Customer requests any change to the Quoted Price and the Company agrees to the request;
- if the Customer requests to make any change the Quote at a time when new standard prices apply to the Goods as set by the Company;
- if the wholesale price of a Good referred to in a Quote, or the freight or delivery cost in relation to that Good, increases prior to the date of issue of the tax invoice for that Good;
- if the Customer has not yet ordered the Goods the subject of the Quoted Price;
- in accordance with clause 8.1
3.3 No other promotion, special offer, discount or bonus shall be applicable to a Quoted Price where a discount has already been applied.
3.4 In the event that the Quote is amended in accordance with these Terms, the Company may in its discretion amend any discount applied in a Quote.
4. Customer Orders
4.1 Orders once received from a Customer are irrevocable unless otherwise agreed to by the Company in writing on a case-by-case basis or cancelled by the Company in its absolute discretion. The Company may withdraw from the supply of Goods or provision of Services ordered or unilaterally cancel any Quote or Order at any time up to delivery without any liability to the Customer (other than to refund any deposit paid by the Customer in respect of that Quote or Order).
4.2 All deposits are non-refundable.
4.3 Orders once received cannot be deferred or suspended unless otherwise agreed to in writing by the Company and the Customer indemnifies the Company for any loss associated with the deferral. Confirmation of order documents must be clearly marked, otherwise they will be treated as original Orders.
4.4 If for any reason the Goods ordered are unavailable, the Company has the right to substitute alternative Goods provided they are reasonably equivalent in all respects (unless the Order specified otherwise).
5. Invoicing and Payment
5.1 In consideration for the supply of the Goods and provision of the Services, the Customer shall pay to the Company the Invoiced Amount which may include charges for the following (regardless of whether or not they formed part of any Quote):
altering Goods and/or Services;
service fee or charge determined by the Company from time to time; and
GST and all other statutory taxes and charges.
5.2 The Customer must pay to the Company the Invoiced Amount by the date specified on the tax invoice for the provision of Goods and Services (Due Date).
5.3 Payment by the Customer under these Terms must be made in cleared funds using the method directed by the Company.
5.4 In the event that the Customer does not pay the Invoiced Amount by the Due Date, or any part thereof, then without limiting any other right the Company may have:
the Company may suspend or cancel undelivered Orders;
the Customer must indemnify the Company in respect of all damages, including recovery and legal costs; and
the Customer must pay the Company interest equal to 1.5% per month for each month or part thereof on overdue amounts payable under these Terms from the Due Date until paid.
5.5 The Customer shall pay to the Company all expenses incurred by the Company in collecting or attempting to collect any moneys due and payable by the Customer to the Company as well as preserving the Company’s rights under these Terms, including the cost of debt collectors and legal fees on a full indemnity basis, enforcement costs and loss of profit.
5.6 All payments are to be made to the Company without deduction or equitable or other set off whatsoever.
5.7 The Company may apply and allocate payments received by, or on behalf of, the Customer in a manner in the Company’s absolute discretion, including so as to attribute the payments to satisfy obligations which are or are not secured by a purchase money security interest or otherwise.
6. Display and description of Goods
6.1 The Customer acknowledges that, while the Company has endeavoured to properly describe Goods on its website, such description may vary from the actual Good.
6.2 The Company does not guarantee or warrant that the product images are an exact representation of the actual Goods.
6.3 The Company may reject an Order placed either through the Company’s website or via other means for any reason including without limitation unavailability of a Good, an error in the price, an error in the image or the Good description or error in the Order itself, in which case the Company shall refund to the Customer any amount paid in respect of the rejected Order.
6.4 The Customer acknowledges that the prices for the Goods set out on the Company’s website may vary between the Company’s stores and those set out on its website.
7. Title and Security Interests
7.1 Ownership of, and title in, the Goods will not pass to the Customer until the Customer has paid to the Company the Invoiced Amount, plus interest (if any) payable in respect of those Goods.
7.2 Until title in the Goods passes to the Customer in accordance with 7.1:
the Company has the right to call for or recover the Goods at its option and the Customer must deliver up the Goods if so directed by the Company;
the Customer must hold the Goods as bailee for the Company;
the Customer must hold the Goods in a fiduciary capacity for the Company;
the Customer must not sell or dispose of the Goods; and
Customer will hold the proceeds of any sale or disposal of the Goods (whether tangible or intangible, direct or indirect) to the extent of the amount due to the Company in respect of the Goods on trust for the Company, and will hold such proceeds in a separate account for the Company’s benefit and promptly pay that amount to the Company;
the Company retains a purchase money security interest in the Goods (“PMSI”) and the proceeds of sale of the Goods (including any accounts and accessions by virtue of these Terms) under the PPSA;
the Customer grants the Company a Security Interest against Goods supplied and consents to the Company registering a security interest under the PPSA and agrees to do all things reasonably required by the Company to effect such registration;
the Customer waives any right the Customer has under PPSA to receive notice in relation to registration of the Company’s interest in the Goods under the PPSA; and
the Customer will immediately advise the Company of any changes which may affect the Company’s security interest.
7.3 The Customer acknowledges and agrees that the PMSI has attached or will attach to all Goods supplied to the Customer by the Company until such time the Invoice Amount, plus interest (if any) is paid in full.
7.4 The Customer waives its right to receive any notice under the PPSA including a verification statement in respect of any financing statement or financing change statement in respect of the security interests created pursuant to these Terms. To the maximum extent permitted by law, the Customer agrees that the sections 118, 121(4), 125, 130, 142, and 143 of the PPSA will not apply. To the maximum extent permitted by law, the Customer. waives any rights it may have pursuant to, and hereby contracts out of sections 95, 118, 121(4), 123, 129(2), 130, 132, 134(2), 135 157 and Part 4.3 of the PPSA.
8. Warranty and Indemnity
8.1 Errors and misprints in computation, typing or otherwise in the Company’s documents including catalogues, price lists, delivery docket, tax invoice, Quote or statement or credit note shall be subject to correction by the Company by means of reissue of the document or by adjusting dockets with reference to the original transaction.
8.2 The Customer acknowledges that:
where the Company is a wholesaler or reseller of the Goods, it does not hold sufficient technical expertise or skills to evaluate a Customer’s requirement or orders;
where the Company provides Services in relation to the installation or removal of Goods on any Fixtures belonging to the Customer:
the Company does not provide any warranties in relation to those Fixtures following the provision of the Services including, but not limited to, its quality and fitness for purpose; and
the Company is not liable for any damages suffered by the Customer resulting from the use of the Fixtures.
8.3 In relation to Goods supplied by the Company, the Company warrants that the Goods is guaranteed against failure for up to 3 years from the date on which the Goods are supplied.
8.4 In relation to Services provided by the Company, the Company warrants that the workmanship is guaranteed against failure for up to 1 year from the date of the Service.
8.5 To the maximum extent permitted by law, and subject to the Australian Consumer Law, the Company is not liable (including in relation to clauses 8.3 and 8.4 above), whether in contract, tort (including negligence), under any statute or otherwise, for or in respect of:
normal wear and tear of the Goods;
damaged caused by misuse (deliberate or otherwise) of the Goods;
damage caused by improper cleaning and negligence; and
the failure of the Customer to take reasonable steps to prevent the Goods from becoming of unacceptable quality and damage that occurs as a result of abnormal use.
8.6 To the maximum permitted by law, warranties and provisions that may be implied by the Competition and Consumer Act 2010 and any other legislation (including the Australian Consumer Law) are expressly excluded except to the extent that exclusion is prohibited by the legislation and this overrides these terms.
9. Return of Goods
9.1 Except for defective Goods supplied by the Company, the Company may determine whether or not to accept a return of the Goods in its absolute discretion.
9.2 The Company may accept the return of Goods which were incorrectly delivered, damaged prior to risk passing or which are defective and the manufacturer’s warranty covers the defect and the manufacturer agrees to replace or re-supply the Goods.
10. GST
Any consideration or payment obligation in these Terms, any Quote or tax invoice is exclusive of GST, unless expressly stated otherwise.
11. General
11.1 All prices provided or advertised by the Company are in Australian dollars unless otherwise expressly stated.
11.2 These terms will be governed by and construed in accordance with the laws of New South Wales.
11.3 Expressions defined in brackets in these Terms will be given the meaning where defined throughout these Terms whether or not the definition is used again before or after where the expression is defined.
11.4 The Company does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
11.5 If any of these terms are or later become illegal or unenforceable, the illegal or unenforceable part of those terms are taken to be severed from these terms, but all other terms remain in place.
