Sales Terms & Conditions of trade – please read carefully
The following are the Terms and Conditions of trade for Squidgy Pty Ltd ABN 50 479 303 288 and its subsidiaries and related companies, trading as Eagles The Plumbing Shop
Head Office:
23 Lyn Parade
Prestons NSW 2170
Telephone: 1300 337 333
www.eaglesplumbingshop.com.au
“Eagles”, “we”, “our” or “us”
1. Entire agreement
1.1. These Terms and Conditions, your Credit Account Application and any Guarantees govern the entire relationship between us, you (the Customer) and the Guarantors in connection with the provision of our Goods and/or Services.
1.2. The Customer and the Guarantors acknowledge that they have not relied on any representation, inducement, warranty or promise which is not set out in these Terms and Conditions, your Credit Account Application and any Guarantees.
2. Updating Terms and Conditions
2.1. We may update our Terms and Conditions from time to time. We will publish our updated Terms and Conditions on our website at www.eaglesplumbingshop.com.au/terms-conditions/ and notify you by email that there has been a change.
2.2. If no email address is given or an email is returned undeliverable, we will send you by ordinary mail either a copy of the updated Terms and Conditions or written notice of the change and a link to our website.
2.3. By placing a written or oral Purchase Order for our Goods and/or Services after we have updated our Terms and Conditions you confirm that you have read and accept such updated terms and conditions.
3. Credit
3.1. Upon completion of a Credit Account Application and Guarantee, we may, at our sole discretion, extend credit to you and set a credit limit.
3.2. If credit is not granted, cleared payment in advance must be made for all Goods and Services ordered/purchased from us.
3.3. You are not entitled to any credit until you receive written notice from us stating that the credit facility has been granted.
3.4. We reserve the right to reduce or cancel your credit at any time.
3.5. Once your credit limit has been reached, we have the right to refuse further credit at our sole discretion.
3.6. If at any time you exceed your credit limit, you are liable for the full outstanding amount. You hereby acknowledge that your liability is not restricted to the original credit limit.
4. Purchase and supply
4.1. You agree to purchase, and we agree to supply, all Goods and Services subject to these Terms and Conditions.
4.2. You will be bound by our Terms and Conditions upon:
(i) signing this document; and/or
(ii) placing a written or oral Purchase Order for our Goods and/or Services.
4.3. A deposit may be required at our sole discretion.
5. Electronic Transactions Act 2000
5.1. If you use an electronic signature, you hereby confirm that such signature is being applied to prove your intention to be bound by these Terms and Conditions and is used in accordance with section 9 of the Electronic Transactions Act 2000 (NSW) or any equivalent legislation governing the use of electronic signatures.
6. Quotes, Purchase Orders and Price
6.1. Upon request, we may provide you with a Quote for the supply of Goods and/or Services.
6.2. Quotes are valid for 30 days.
6.3. By placing a Purchase Order with us, you are offering to purchase our Goods at the quoted price. We are not obliged to supply the Goods and/or Services until an oral or written Purchase Order is submitted by you and that Purchase Order is accepted by us.
6.4. We reserve the right to accept or reject your offer.
6.5. All Goods and Services are subject to availability.
6.6. All Goods will be invoiced at the applicable price at the time we accept your Purchase Order.
6.7. We reserve the right to alter our prices at any time without prior notification, subject to these terms and conditions.
6.8. Any information that we provide in respect of the Goods including information in any advertising or promotional material does not constitute an offer by us and is subject to the availability of the Goods.
6.9. Orders placed online are accepted subject to the availability of Goods.
6.10. Our website may be periodically suspended for maintenance, upgrades or due to a system failure. We do not accept responsibility for any loss arising out of any delays or errors in transmitting data.
7. Tax invoices and GST
7.1. Our trade pricing is exclusive of GST.
7.2. Our non-trade pricing is inclusive of GST.
7.3. Where GST is payable on a Taxable Supply, we will provide you with a Tax Invoice identifying the GST amount payable. You must pay the GST.
8. Payment
8.1. Where credit has not been extended to you, you must pay the Amount Due for the Goods and/or Services in full prior to collection or delivery.
8.2. For credit accounts, invoices are due and payable 30 days from the invoice date.
8.3. We may notify you in writing of an extension of the time in which you are permitted to pay the Amount Due.
8.4. If any payments are not made on time or in full, we may in our absolute discretion do any or all of the following:
(i) Reduce or cancel your credit limit;
(ii) Reduce or cancel any of your current orders which remain unfulfilled;
(iii) Refuse to supply you with further Goods and/or services;
(iv) Require you to pay the entire amount outstanding prior to further Goods being delivered;
(v) Engage a mercantile agent and/or commence legal proceedings to recover the debt;
(vi) Notify the relevant credit reporting bodies;
(vii) Terminate this agreement in writing.
8.5. You are required to pay the Amount Due with no deduction or set-off, subject to the following clause.
8.6. In the event of a dispute, the complete undisputed portion of the Amount Due must be paid to us in full by the Due Date as set out in these terms and the Dispute Resolution clause will apply.
8.7. In the event of non-payment of any non-disputed amount, we may in our absolute discretion do any or all of the things listed at items (i) to (vii) above.
9. Payment methods
9.1. Payment may be made by bank cheque, Visa or Mastercard (plus surcharge), electronic online banking (subject to written approval).
9.2. Payments must be made without any deduction for fees or charges imposed by your bank and or any third parties.
9.3. Payments other than cash shall not be deemed to be made until that form of payment has been honoured or cleared.
10. Default
10.1. The failure to pay the Amount Due in full and on time is a breach of these Terms and Conditions. Upon such breach, all amounts payable by you to us become immediately due and payable. We may suspend, revoke or reduce credit extended to you, withhold further deliveries of any Goods, cancel any pending orders, enter onto your premises and recover our Goods, and report the breach to a credit reporting agency.
10.2. You hereby agree to indemnify us from and make good any loss or damage incurred or suffered by us as a result of your failure to pay the Amount Due in full and on time or due to any other breach of these Terms and Conditions.
10.3. If you do not pay the Amount Due in full in accordance with these Terms and Conditions, then you must pay to us interest charged at the Commonwealth Bank’s Benchmark Business Lending Indicator Rate, as published from time to time, plus 2% per annum on the balance of the Amount Due for the period from and including the due date for payment until the date that payment of the Amount Due is made in full. You hereby agree and accept that this is a genuine pre-estimate of our loss.
10.4. You agree to pay any costs, charges and expenses incurred by us in exercising our rights to recover the Amount Due including but not limited to mercantile agency fees and commission and legal costs on an indemnity basis in bringing debt recovery proceedings or a claim for breach of these Terms and Conditions.
11. Order cancellation
11.1. Once a Purchase Order is accepted by us, we may immediately incur costs and expenses associated with filling that order. You hereby agree that if a Purchase Order is placed by you and subsequently cancelled, you are liable for any such costs and expenses, any loss suffered by us or any claim against us by a third party with respect to that Order. You hereby indemnify us (without set-off or deduction) for all amounts associated with such loss, costs, expenses or claim, including legal costs on an indemnity basis.
11.2. We may cancel any order to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving notice to you. Within 7 days of giving such notice, we shall refund any money paid by you for the Goods. We shall not be liable for any loss or damage whatsoever arising from such cancellation.
12. Delivery
12.1. If you request delivery by us, you hereby acknowledge that you are additionally liable for the cost of any such delivery, transportation, freight, postage, packaging, crating, handling, taxes, duties, fees and charges applicable to the Goods.
12.2. Unless agreed otherwise in writing prior to delivery, the unloading of Goods is your responsibility.
12.3. If you request we leave the Goods outside our store for collection or ask us to deliver the Goods to an unattended location then such Goods shall be left at your sole risk.
12.4. Delivery of the Goods is taken to occur at the time that:
(i) You take possession of the Goods; or
(ii) Your nominated carrier takes possession of the Goods from our store; or
(iii) We (or our nominated carrier) deliver/s the Goods to a site nominated by you, including a third-party address, even
if you are not present at the site.
(iv) You accept that we are not a common carrier and we do not accept the obligation as a common carrier.
12.5. Upon delivery, you must inspect the Goods against the delivery docket and verify that the Goods being delivered are what has been ordered by you. You must notify us of any discrepancies, errors or returns within 24 hours of delivery receipt.
13. Returns
13.1. Goods are not supplied on a sale or return basis.
13.2. Goods may be exchanged for credit if returned to us at your expense within 7 days of delivery or collection.
13.3. Returned Goods must be accompanied by the original Invoice and must not be used, damaged or broken, including packaging.
13.4. We will not provide credit for any Goods returned by you or left at our store without written confirmation of receipt of such Goods by us.
13.5. We may charge a re-stocking fee of up to 25% of the original sale value.
13.6. To the extent permissible under the Australian Consumer Law, you will not be entitled to return Goods which we have customised or specially ordered for you in accordance with your instructions.
14. Dispute resolution
14.1. Apart from legal action initiated by us with respect to the recovery of a debt, if a dispute arises one party must give the other party written notice of the dispute and the parties must make a genuine attempt to identify the issues in dispute and resolve such issues within 7 days and in a co-operative manner prior to commencing legal or administrative proceedings.
15. Retention of title
15.1. Property in and ownership of the Goods shall not pass to you until payment of the Amount Due and any other amounts owing to us by you from time to time have all been paid in full.
15.2. We retain equitable and legal title in the Goods, and you take custody of our Goods and retain them on trust as our fiduciary agent until title has passed to you.
15.3. You must store our Goods safely and separately in a manner which clearly identifies such Goods as our property and must not remove, deface or obliterate any identifying mark, code or number on any of the Goods until title has passed to you.
15.4. If you sell or on-supply any Goods prior to paying the Amount Due and any other outstanding amounts owing to us by you from time to time, you hereby acknowledge that you are holding all proceeds of such sale or on-supply on trust for us as our fiduciary agent until your liability to us is fully and finally discharged.
15.5. Upon demand you will immediately return the Goods to us and/or allow us, our employees or agents to enter upon any premises where the Goods have been stored (or where we suspect the Goods have been stored) to recover those Goods.
15.6. You hereby indemnify us from and against any liability to any third party in respect of any claims, actions, proceedings, demands, costs, damages and loss arising from us exercising our rights under this clause.
16. Risk in the Goods
16.1. The risk in the Goods and all insurance responsibility for theft, damage or otherwise in respect of the Goods passes to you immediately upon collection from our premises, upon delivery of the Goods to the agreed delivery address or upon delivery to your nominated carrier.
16.2. Until property in and ownership of the Goods passes to you, you must keep the Goods insured and produce to us, upon demand, evidence of such insurance. If you fail to insure the Goods, we may do so and the cost of such insurance shall be payable by you to us upon demand.
16.3. If any of the Goods are lost, damaged or destroyed following delivery but prior to ownership passing to you, we are entitled to receive all insurance proceeds payable for the Goods. You hold such insurance proceeds on trust for us. The production of a copy of these terms and conditions by us is sufficient evidence of our rights to receive the insurance proceeds.
17. Charge
17.1. To secure the due and punctual performance of your obligations under these Terms and Conditions, including but not limited to the payment of any money, you hereby charge in our favour all of your rights, title and interest (whether held jointly, solely or beneficially) in all real and personal property held or owned by you either now or in the future with payment of all moneys which are or may become due pursuant to these Terms and Conditions.
17.2. You authorise and consent to us lodging and maintaining a caveat on title or other security over all real or personal property held or owned by you (whether jointly, solely or beneficially) to give effect to this charge and hereby agree not to issue a lapsing notice to have the caveat removed until such time as all monies owing to us have been paid by you.
17.3. You hereby indemnify us from and against all losses, costs and disbursements including legal costs on an indemnity basis incurred in exercising or defending our rights under this clause and will reimburse us for all such costs and expenses incurred, including in lodging or removing such Caveat or other security interest.
18. Personal Property Securities Act 2009 (Cth) (“PPSA”)
18.1. In this clause, capitalised expressions have the meaning given to them in the PPSA.
18.2. You hereby:
(i) Acknowledge and agree that these Terms and Conditions constitute a Security Agreement for the purposes of the PPSA;
(ii) Grant a Security Interest to us in the Goods and any proceeds of sale in respect of those Goods;
(iii) Grant a Security Interest to us over all present and after acquired property (AllPAP);
(iv) Acknowledge and agree that each supply of Goods on credit is subject to this Security Agreement for the purposes of the PPSA and that we may register a Security Interest in the Goods and in the proceeds of sale of the Goods as a Purchase Money Security Interest and AllPAP on the PPSA Register.
18.3. The parties acknowledge and agree for the purposes of satisfying s 20(1)(iii) of the PPSA that the description of the Goods the subject of the Security Interest created under this Security Agreement is as set out in these Terms and Conditions and any invoice in relation to those Goods and the description of the Goods in any invoice is expressly incorporated into these Terms and Conditions.
18.4. You consent to us registering any one or more Financing Statement or Financing Change Statement in respect of any Security Interest created by or contemplated under these Terms and Conditions and undertake to do all things reasonably required by us to facilitate this.
18.5. You agree not to cause (directly or indirectly) the registration of a Financing Change Statement in respect of the Goods without our prior written consent.
18.6. You agree that the following provisions of the PPSA will not apply to these Terms and Conditions: section 95 (notice of removal of accession) to the extent that it requires the secured party to give a notice to the grantor; section 96 (when person with an interest in the whole may retain accession); section 115(1) (a) through to (r); section 118 (to the extent it requires the secured party to give a notice to the grantor); section 121(4) (notice under section 120(2)); section 125 (obligation to dispose of or retain collateral); section 129 (disposal by purchase); section 130 (notice of disposal) to the extent that it requires the secured party to give a notice to the grantor; paragraph 132(3)(d) (contents of statement of account after disposal); subsection 132(4) (statement of account if no disposal); section 135 (notice of retention); section 142 (redemption of collateral); and section 143 (reinstatement of security agreement).
18.7. For the purposes of section 157 of the PPSA, you waive your right to receive notice of any verification statement in relation to the registration of a Financing Statement or a Financing Change Statement.
18.8. For the purposes of s 275(6) of the PPSA, the parties agree that neither party will, or is entitled to, disclose information of the kind specified in s 275(1) of the PPSA.
18.9. You agree that you will not enter into any agreement or arrangement which permits any other person to register any Security Interest in respect of the Goods, the proceeds of sale of the Goods, or any amounts owed in respect of the Goods without our prior written consent.
19. Insolvency Event
19.1. Any of the following events are taken to be an Insolvency Event:
(i) an application or order is made, a resolution is passed or proposed, or other steps are taken for the winding up, dissolution, official management or voluntary administration of a customer;
(ii) a customer enters into any arrangement, composition or assignment for the benefit of its creditors or any class of them;
(iii) a receiver, a receiver and manager, administrator or other officer is appointed to the customer or any part of its property;
(iv) a third party attempts to levy execution against the customer`s property or the Goods;
(v) the Customer ceases, suspends or threatens to cease or suspend the conduct of its business or disposes of or threatens to dispose of its assets other than in the ordinary course of business;
(vi) the Customer is or is deemed to be unable to pay its debts as and when they fall due, or stops or suspends payment of its debts;
(vii) in the case of the Customer being a natural person, the customer commits an act of bankruptcy;
(viii) we of the view, acting reasonably, that any of the above will or are likely to occur.
19.2. If an Insolvency Event occurs, we may terminate any and all contracts between us and you, suspend, revoke or reduce credit extended to you, withhold further deliveries of any Goods, cancel any pending orders, enter onto your premises and recover our Goods, and refuse the further supply of any Goods. This clause does not limit or otherwise prejudice any other rights we may have.
20. Indemnity
20.1. You hereby indemnify us from and against all losses, costs and disbursements including legal costs on an indemnity basis or any liability to any third party incurred in exercising our rights if an Insolvency Event occurs.
20.2. You hereby indemnify us and our directors, contractors and agents against any loss, claim, demand, suit, action or proceeding brought against us or them arising from any breach of these terms and conditions by you or from your misuse of our goods.
21. Privacy
21.1. Our full Privacy Policy may be found at www.eaglesplumbingshop.com.au/privacy-policy-2/
21.2. These terms should be read in conjunction with our full Privacy Policy.
21.3. This clause and our full Privacy Policy also apply to all Guarantors.
21.4. You agree for us to obtain from a credit reporting agency a credit report containing personal credit information about you in relation to credit provided or to be provided by us.
21.5. You agree that we may exchange information about you with your trade referees or entities named in a consumer credit report issued by a credit reporting agency for the following purposes:
(i) to assess your application; and/or
(ii) to notify other credit providers of a default by you; and/or
(iii) to exchange information with other credit providers as to the status of your credit account, where you are in default with other credit providers; and/or
(iv) to assess your creditworthiness.
21.6. You acknowledge that the information exchanged can include anything about your creditworthiness, credit standing, credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.
21.7. You hereby consent to us being given a consumer credit report for the purposes outlined in section 18K(1) of the Privacy Act 1988.
21.8. You agree that personal credit information provided may be used and retained by us for the following purposes (and for other purposes as shall be agreed between you and us or permitted by law from time to time):
(i) provision of Goods and/or Services;
(ii) marketing of Goods and Services by us, our agents or distributors;
(iii) analysing, verifying and/or checking your credit, payments and/or status in relation to the provision of Goods and/or Services;
(iv) processing of any payment instructions, direct debit facilities and/or credit facilities requested by you;
(v) enabling the daily operation and management of your account and/or the collection of the amounts outstanding in your account in relation to the Goods or Services.
21.9. We may give information about you to a credit reporting agency for the following purposes:
(i) to obtain a consumer credit report;
(ii) to allow the credit reporting agency to create or maintain a credit information file containing information about you.
21.10. The information given to the credit reporting agency may include:
(i) Personal particulars (if applicable, your name, sex, address, previous addresses, date of birth, name of employer and driver’s licence number);
(ii) Details concerning your application for credit or commercial credit and the amount of credit requested;
(iii) Advice that we are a current credit provider to you;
(iv) Advice of any overdue accounts, loan payments, and/or any outstanding monies owing which are overdue by more than sixty (60) days, and for which debt collection action has been started;
(v) That your overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any default that has been listed;
(vi) Information that, in our opinion, you have committed a serious credit infringement or shown an intention not to comply with your credit obligations;
(vii) Advice that cheques drawn by you have been dishonoured more than once;
(viii) That credit provided to you by us has been paid or otherwise discharged.
22. Australian Consumer Law – Consumers and Small Businesses
22.1. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
(i) to cancel your service contract with us; and
(ii) to a refund for the unused portion, or to compensation for its reduced value.
22.2. You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
22.3. To the extent permissible under the Australian Consumer Law, our liability for any breach of warranty or guarantee is limited where:
(i) the alleged defects do not directly relate to our faulty materials or workmanship; or
(ii) the goods have received maltreatment or inattention, have been incorrectly or improperly installed or used, have been modified or interfered with by you or a third party; or
(iii) The Goods have been improperly used, applied, transported, packaged or stored; or
(iv) products not manufactured by us or approved by us have been used or comingled with the goods.
23. Australian Consumer Law – Other Purchasers
23.1. To the extent permitted by law, all implied conditions and warranties are excluded.
23.2. To the extent that any implied conditions and warranties cannot be excluded, the Purchaser’s sole and exclusive remedy for any loss or damage of any kind, however arising, is limited (where permitted by law) to any one of the following, as determined by us:
23.3. In the case of Goods supplied by us pursuant to the Contract:
(i) the replacement of the Goods or resupply of equivalent Goods; or
(ii) the repair of the Goods; or
(iii) after prior agreement in writing between us and the Purchaser, payment of the cost of replacing or repairing or having the Goods replaced or repaired; or
(iv) reimbursement of some or all amounts paid by the Purchaser in respect of the Goods.
In the case of services supplied by us pursuant to the Contract:
(v) the provision of the Services again; or
(vi) after prior agreement in writing between us and the Purchaser payment of the cost of having the relevant Services provided again; or
(vii) reimbursement of some or all amounts paid by the Purchaser in respect of the Services.
23.4. Goods which are not manufactured by us are subject solely to the warranties (if any) specified by the manufacturers or the third-party suppliers to us, and the Purchaser acknowledges that, to the extent permitted by law, we give no warranties beyond the manufacturer’s or supplier’s warranties.
23.5. The Purchaser acknowledges that we make no representations or warranties as to the fitness or suitability for any purpose of any of the Goods or Works described in the Quotation or Contract.
23.6. Except as required by law, we are not obliged to accept Goods returned for any reason.
24. Exclusions
24.1. You agree that use of the Goods and Services is at your risk. To the full extent allowed by law, our liability for breach of any term implied into these Terms and Conditions is excluded.
24.2. All information, specifications and samples provided by us in relation to the Goods or Services are approximations only and, subject to any guarantees under the Australian Consumer Law, small deviations or slight variations from them which do not substantially affect your use of the Goods will not entitle you to reject the Goods upon delivery, or to make any claim in respect of them.
24.3. Any advice, recommendation, information, assistance or service given by us in relation to Goods or Services or both, is given in good faith. It is provided without any warranty as to accuracy, appropriateness or reliability. We do not accept any liability or responsibility for any loss suffered as a result of your reliance on such advice, recommendation, information, assistance or service.
24.4. To the fullest extent permissible at law, we are not liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the provision of (or failure to provide) Goods or Services whether based on terms and conditions of trade, negligence, strict liability or otherwise, even if we have been advised of the possibility of damages.
25. Warranty as Trustee
18.1. If you are entering into these Terms and Conditions as the Trustee of a trust (either corporate or personal), then you warrant and represent to us that:
(i) The Trustee will be liable to us personally / directly as well as in its capacity as Trustee;
(ii) all of the powers and discretions conferred on the Trustee by the trust deed are capable of being validly exercised
by the Trustee and have not been varied or revoked and the relevant trust is a valid and subsisting trust;
(iii) The Trustee is the sole trustee of the trust and has full and unfettered power under the trust deed to enter into these Terms and Conditions and that these Terms and Conditions are being executed and entered into as part of the due and proper administration of the trust for the benefit of the beneficiaries of the trust;
(iv) That you will immediately advise us of any change of Trustee; and
(v) no restrictions on the Trustee’s right of indemnity out of, or lien over, the trust’s assets exist or will be created or permitted to exist and that right will have priority over the right of the beneficiaries to the trust’s assets.
26. Termination
26.1. We may terminate this agreement on 5 Business Days’ notice in writing and provide you with reasons for doing so.
26.2. You may terminate this agreement on 10 Business Days’ notice in writing if we commit a breach of this agreement and do not satisfactorily rectify the breach within 5 Business Days of receiving written notice of the breach.
27. Information
27.1. You agree to provide us with immediate written notice upon a change of your corporate details, such as organisation name, ABN, principal place of business, directors or Trustees.
27.2. You acknowledge and agree that you will provide all relevant information to enable us to supply the correct Goods or perform the Services in a timely and proper manner. We will rely upon the accuracy and completeness of your information, and you hereby warrant to us the accuracy and completeness of that information.
27.3. Where we manufacture or supply products according to your specifications, we do not warrant the suitability or performance of the product.
27.4. Where you require the products to be subject to special testing or inspection, you shall pay all costs of and associated with such testing or inspection.
27.5. If we have provided you with any representations or information in connection with the Goods and Services, you acknowledge that you have conducted your own enquiries and formed your own opinion as to the correctness or appropriateness of such representations or information and the Goods themselves.
27.6. Any specifications or details we provide you with respect to the Goods are our best estimates and any deviation does not entitle you to make any claim against us.
27.7. Any sample provided is merely to indicate the general nature of the product and we do not warrant that Goods supplied will correspond exactly with any sample or with any previous or future Goods supplied.
28. Misleading or false information
28.1. You hereby acknowledge and accept that in the event of the supply of false, inaccurate and/or misleading information by you or any representative:
(i) such action shall constitute a breach of contract and may cause us loss or damage; and
(ii) we may immediately reduce or cancel any credit extended and terminate this agreement and any associated
agreement; and
(iii) you shall be liable for any loss incurred or damage suffered by us including but not limited to, any costs, expenses, charges, commissions, outgoings or loss of profits arising from the supply of false, inaccurate and/or misleading information.
29. Jurisdiction & governing law
29.1. These Terms and Conditions are governed by the laws of the Commonwealth and the State in which this document is executed by us.
29.2. We have the exclusive right to nominate any jurisdiction in which any legal action is to be commenced and conducted.
30. General
30.1. Our records are conclusive about the Amount Due;
30.2. You may not assign any of your rights under these terms without our written authorisation;
30.3. A waiver by us of any rights arising due to any breach, default or omission is only effective if it is in writing and shall not be deemed to be a waiver of any other unspecified rights.
30.4. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
30.5. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, pandemic or other force majeure event beyond the reasonable control of either party.
30.6. You warrant that you have the authority to enter into this agreement and have obtained all necessary internal authorisations to allow you to do so.
31. Interpretation
31.1. Headings do not affect interpretation.
31.2. All references to the singular includes the plural and vice versa.
31.3. Person includes a firm or body corporate, an incorporated body, association or authority.
31.4. A reference to a person includes its executors, administrators, successors and permitted assigns.
31.5. Where two or more persons are a party, they are bound jointly and severally.
32. Definitions
In these Terms and Conditions:
(i) Agreement means the contract formed by your Credit Application, these Terms and Conditions of Trade and any personal guarantees.
(ii) “Amount Due” means either the amount stated on any Invoice issued to you or, if there are arrears, the sum of all such outstanding Invoices.
(iii) “Customer” includes a company, partnership, sole trader or trustee.
(iv) “Goods” means any goods we have supplied to you or will supply to you in the future;
(v) “GST” has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999;
(vi) “Guarantor” means the persons named in any corresponding Guarantee and Indemnity.
(vii) “Purchase Order” or “Order” means an oral or written purchase order placed by you in accordance with our usual course of business, including orders placed on our website;
(viii) “Quote” means a verbal or written estimate of the amount to be charged by us;
(ix) “Rates” means the unit rate shown on the face of the Quote or otherwise used to calculate the prices in the quotation and/or Order.
(x) “Services” means any Services we are to supply or have supplied to you.
(xi) “Store” means any of our stores.
(xii) “Supplier” means any third-party supplier of the Goods to us.
(xiii) “Tax Invoice” and “Taxable Supply” have the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999;
(xiv) “Terms and Conditions” means these Terms and Conditions and any amendments to these Terms and Conditions made by us from time to time.