Terms of Trade

(a)        In these conditions:

Buyer means the purchaser of the Goods.

Goods means the products and, if any, services specified overleaf.

Seller means Amazing Office Furniture Pty Ltd ABN 53 620 821 258, which is the seller of the Goods.

(b)        Nothing in these conditions shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Competition and Consumer Act 2010) and which by law cannot be excluded, restricted or modified.

(c)        Additional Charges Means

(i)         Fees or charges for additional work performed at the Customer's request or reasonably required as a result of the Customer's conduct, calculated in accordance with the Seller's then current prices.

(ii)        Expenses incurred by the Seller, at the Customer's request or reasonably required as a result of the Customer's conduct.

 12. General

These conditions (which shall only be waived in writing signed by the Seller) shall prevail over all conditions of the Buyer's order to the extent of any inconsistency.

13. Terms of sale

The Goods and all other products sold by Seller are sold on these terms and conditions.

14. Seller's quotations

Unless previously withdrawn, Seller's quotations are open for acceptance within the period stated in them or, when no period is so stated, within thirty days only after its date. The Seller reserves the right to refuse any order based on this quotation within seven days after the receipt of the order.

15.Packing

The cost of any special packing and packing materials used in relation to the Goods are at the Buyer's expense notwithstanding that such cost may have been omitted from any quotation.

16.Shortage

The Buyer waives any claim for shortage of any Goods delivered if a claim in respect for short delivery has not been lodged with the Seller within seven days from the date of receipt of Goods by the Buyer.

17.Drawings, etc

(a)        All specifications, drawings, and particulars of weights and dimensions submitted to the Seller are approximate only and any deviation from any of these things does not vitiate any contract with the Seller or form grounds for any claim against the Seller.

(b)        The descriptions, illustrations and performances contained in catalogues, price lists and other advertising matter do not form part of the contract of sale of the Goods or of the description applied to the Goods.

(c)        Where specifications, drawings or other particulars are supplied by the Buyer for the purposes of the Goods order, the Seller's price will be calculated on the basis of estimates of quantities required to provide the Goods as specified, drawn or otherwise particularised by the Buyer. If there are any adjustments in quantities above or below the quantities estimated by Seller as set out in a quotation, then any such increase or decrease will be adjusted on a unit rate basis according to unit prices set out in this document or in the quotation.

18.Performance

Any performance figures given by the Seller are estimates only. The Seller is under no liability for damages for failure of the Goods to attain such figures unless specifically guaranteed in writing. Any such written guarantees are subject to the recognised tolerances applicable to such figures.

19.Delivery

(a)        The delivery times made known to the Buyer are estimates only and the Seller is not liable for late delivery or non-delivery where a third party carrier is used.

(b)        The Seller will not be liable for any loss, damage or delay occasioned to the Buyer or its customers arising from late or non-delivery or late installation of the Goods.

(c)        The Seller may at its option deliver the Goods to the Buyer in any number of instalments unless there is an endorsement overleaf to the effect that the Buyer will not take delivery by instalments.

(d)        If the Seller delivers any of the Goods by instalments, and any one of those instalments is defective for any reason:

(i)         this does not constitute a repudiation of the contract of sale formed by these conditions; and

(ii)        the defective instalment is a severable breach that gives rise only to a claim for compensation.

(e)        Business Day means a day that is not a Saturday, Sunday or public holiday in the place where the Services are principally being carried out or the Goods provided.

(f)         Normal working hours are between 8:00am and 5:00pm business days. Work requested outside of these hours is considered after hours work and carry additional charges unless otherwise agreed upon in writing between the Seller and Customer.

(g)        Delivery is carried out within normal working hours on business days. Delivery (and/or installation) outside these hours may incur additional charges unless otherwise agreed upon in writing between the Seller and the Customer.

(h)        The Customer is responsible for reasonable and safe access to site in accordance with relevant state and territory workplace safety legislations if requesting delivery and/or installation

(i)         Delivery refers to ground level only; including where ‘delivery’ is stated in promotional offers. Additional charges [of $4.00 per item - per floor for items 10kgs or less, and $10 per item- per floor for items greater than 10kgs] will apply to above ground levels where a functioning lift is not available.

(j)         Additional charges may be incurred if the Seller arrives with the delivery and no-one is available to receive the delivery where there is a prearranged delivery date.

(k)        Times for delivery may vary where pre-arranged delivery date has been provided. The Seller will contact the Customer with an ETA before arrival of the delivery where delivery date has been pre-arranged.

(l)         The Seller is not liable for delays in delivery where unforeseeable circumstances occur and will notify the customer of any major delays in delivery; and arrange another suitable delivery time at the Customers convenience.

(m)       If the Customer has booked a loading dock for delivery and the Seller has arrived on time for that booking and the loading dock is inaccessible or full, the Seller reserves the right arrange the delivery for another date and time.

(n)        Where a Customer requests installation the site must be clear of all objects and debris (including existing furniture) otherwise additional charges may apply. This does not apply to existing pillars and columns and/or wiring; provided it does not impede on the safety of the workspace.

(o)        Rubbish removal included in quotations refers only to rubbish brought on to site by Amazing Office Furniture or its subcontractors such as packaging, tools, offcuts, and miscellaneous rubbish used directly for the work carried out by Amazing Office Furniture and its subcontractors. If the Customer request any rubbish removed not directly related to the contracted work it is up to the full to discretion of Amazing Office Furniture to accept or refuse the task. Where the request has been accepted then additional charges may occur.

(p)        Delivery, The Seller endeavours to deliver the Goods to the address specified in the quotation not later than the delivery date agreed upon and in accordance with this agreement. Where no date is identified the Seller will endeavour to deliver the goods as soon as reasonably possible.

(q)        The risk in the Goods remains the Seller's until delivery of the Goods to the Customer. The Seller is not liable for any lost, stolen, or damaged goods where the Customer has requested for the goods to be left on a premises and no one is available to receive it. The Seller will endeavour to leave such items in a secure place where reasonably possible.

 

 20. Loss or damage in transit

Loss includes, but is not limited to, costs (including, but not limited to, party to party legal costs and the Seller's legal costs), expenses, lost profits, award of damages, personal injury and property.

(a)        The Seller is not responsible to the Buyer or any person claiming through the Buyer for any loss or damage to Goods in transit caused by any event of any kind or by any person (whether or not the Seller is legally responsible for the actions of that person).

(b)        The Seller must provide the Buyer with such assistance as may be reasonably necessary to institute claims against a carrier for damages to Goods in transit so long as the Buyer:

(i)         has notified the Seller and the carrier in writing immediately after loss or damage is discovered on receipt of Goods; and

(ii)        serves a claim for compensation on the carrier within 3 days of the date of receipt of the Goods.

21.Guarantee

(a)        The Seller's liability for Goods manufactured by it is limited to making good any defects by repairing the defects or at the Seller's option by replacement, within a period not exceeding 12 calendar months after the Goods have been dispatched so long as:

(i)         the defects have arisen solely from faulty materials or workmanship;

(ii)        the Goods have not received maltreatment, inattention or interference;

(iii)       accessories of any kind used by the Buyer are manufactured by or approved by Seller;

(iv)       the seals of any kind on the Goods remain unbroken; and

(v)        the defective parts are promptly returned free of cost to the Seller.

(b)        If the Goods are not manufactured by the Seller the guarantee of the manufacturer of those Goods is accepted by the Buyer and is the only guarantee given to the Buyer in respect of the Goods. The Seller agrees to assign to the Buyer on request made by the Buyer the benefit of any warranty or entitlement to the Goods that the manufacturer has granted to the Seller under any contract or by implication or operation of law to the extent that the benefit of any warranty or entitlement is assignable.

(c)        The Seller is not liable for and the Buyer releases the Seller from any claims in respect of faulty or defective design of any Goods supplied unless such design has been wholly prepared by the Seller and the responsibility for any claim has been specifically accepted by the Seller in writing. In any event the Seller's liability under this paragraph is limited strictly to the replacement of defective parts in accordance with paragraph (a) of these conditions.

(d)        Except as provided in these conditions, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the Goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded. The Seller is not liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, layout, assembly, installation or operation of the Goods or arising out of the Seller's negligence or in any way.

22.Consumer guarantees

The Seller's liability for a breach of a condition or warranty implied by Pt 3-2 Div 1 of the Australian Consumer Law is limited to:

(a)        in the case of Goods, any one or more of the following:

(i)         the replacement of the Goods or the supply of equivalent goods;

(ii)        the repair of the Goods;

(iii)       the payment of the cost of replacing the Goods or of acquiring equivalent goods;

(iv)       the payment of the cost of having the Goods repaired; or

(v)        in the case of services:

(vi)         the supplying of the services again; or

(vii)        the payment of the cost of having the services supplied again.

(viii)        Manufacturer warranty applies to the product where specified in the item description-It is the Buyers responsibility to read the description and ensure items in quote are correct. All goods and services that come with a warranty are subject to the warranty terms and conditions.

23.Indemnification of Sellers by manufacturers

The Seller's liability under s 274 of the Australian Consumer Law is expressly limited to a liability to pay to the purchaser an amount equal to:

(a)        the cost of replacing unused and defective Goods;

(b)        the cost of obtaining equivalent goods; or

(c)        the cost of having the Goods repaired,

whichever is the lowest amount.

24.Indemnity against defects

The buyer indemnifies on a continuing basis and on a full indemnity basis the seller and manufacturer from and against any liability, loss, expense or demand for or arising from any conditions, warranties and acknowledgements contained herein in respect of defects identified in and wither respect to the supplied goods where:

(a)        the seller has not been given notice of the defects within seven days of the buyer taking receipt of the goods;

(b)        the buyer has used or has made alterations to the goods;

(c)        the goods are bought by the buyer for re-supply, it is a condition of sale of the goods to the buyer by the seller that the buyer must specifically draw each such defect to the attention of any subsequent buyer of the goods who may be a “consumer” as defined in the Australian Consumer Law;

(d)        the defect was made known to the buyer whether expressly of impliedly; or

(e)        the goods are not to be used for a reasonable or indented purpose.

25.Prices

(a)        Unless otherwise stated all prices quoted by vendor are net, exclusive of Goods and Services Tax (GST).

(b)        Prices quoted are those ruling at the date of issue of quotation and are based on rates of freight, insurance, customs duties, exchange, shipping expenses, sorting and stacking charges, cartage, rate of water, cost of materials and other charges affecting the cost of production ruling on the date is made.

(c)        If the Seller makes any alterations to the price of the Goods or to any of their inputs either before acceptance of or during the currency of the contract, these alterations are for the Buyer's account.

26.Payment

The purchase price for the Goods plus GST where applicable is payable on or before the thirtieth day of the month next following the delivery of the Goods unless other terms of payment are expressly stated in these conditions in writing.

The buyer and seller agree and declare that:

(a)        the existence of any alternative means available to the seller to obtain the payment of the moneys due or to enforce the due and punctual observance and performance of the conditions and covenants expressed in and implied by this agreement shall not operate to vary, affect or modify all or any one or more of the obligations or covenants of the buyer expressed in or implied by this agreement;

(b)        no extension of time, or other indulgence granted to any person or company by the buyer and/or seller varies, affects or modifies any of the respective obligations of the buyer and/or the seller expressed in or implied by this agreement;

(c)        no transfer, assignment or other dealing with any product nor any modification of the terms of these terms by the buyer or any other person varies, affects or modifies any of the obligations or covenants of the buyer expressed in or implied by this agreement;

(d)        any account stated by the seller is prima facie evidence of the balance of the amount then appearing due to the seller by the buyer; and

(e)        if any amount owed by the buyer to the seller at any time or from time to time is discharged in part or in whole by reason of the receipt by the seller from any person whatsoever of moneys or other consideration in satisfaction of such debt and if the seller is subsequently called upon to refund any moneys so paid or to return any consideration so given whether:

(i)         by reason of such payment or consideration being a preference under the laws for the time being relating to bankruptcy or insolvency; or

(ii)        being avoided by any other statutory provision or for any other reason whatsoever,

then it will be as if the debt was not wholly or partially terminated, cancelled or discharged and the parties are taken to have been restored to the rights which each respectively would have had if such payment or consideration had not been made or given.

 27.Rights in relation to Goods

The Seller reserves the following rights in relation to the Goods until all accounts owed by the Buyer to the Seller are fully paid:

(a)        ownership of the Goods;

(b)        to enter the Buyer's premises (or the premises of any associated company or agent where the Goods are located) without liability for trespass or any resulting damage and retake possession of the Goods; and

(c)        subject to, and in accordance with, the Personal Property Securities Act 2009, to keep or resell any Goods repossessed pursuant to (2) above.

If the Goods are resold, or products manufactured using the Goods are sold, by the Buyer, the Buyer shall hold such part of the proceeds of any such sale as represents the invoice price of the Goods sold or used in the manufacture of the Goods sold in a separate identifiable account as the beneficial property of the Seller and shall pay such amount to the Seller upon request. Notwithstanding the provisions above the Seller shall be entitled to maintain an action against the Buyer for the purchase price and the risk of the Goods shall pass to the Buyer upon delivery.

(d)        Prior to title in the Goods passing to the Buyer under the terms of this agreement, the Buyer agrees that:

(e)         the Buyer has no right or claim to any interest in the Goods to secure any liquidated or unliquidated debt or obligation the Seller owes to the Buyer;

(ii)        the Buyer cannot claim any lien over the Goods;

(iii)       the Buyer will not create any absolute or defeasible interest in the Goods in relation to any third party except as may be authorised by the Seller; and

(iv)       where the Buyer is in actual or constructive possession of the Goods:

(a)        the Buyer will not deliver them or any document of title to the Goods to any person except as directed by the Seller; and

(b)        it is in possession of the Goods as a bailee of those Goods and owes the Seller the duties and liabilities of a bailee.

(c)        In connection with the Goods, the Seller states to the Buyer that:

(i)         the Seller has the right to supply the Goods to the Buyer;

(ii)        the activities of the Buyer in supplying the Goods do not infringe the rights of the owner of the Goods (where the Seller is not the owner of the Goods); and

(iii)       if the Goods are not owned by the Seller, that the Seller is authorised to supply the Goods to the Buyer.

(e)         The Seller and the Buyer agree that:

(f)         the property of the Seller in the Goods remains with the Seller until the Seller has been paid in full for the Goods under all individual contracts for the supply of the Goods between the Seller and the Buyer;

(ii)        the Buyer is a bailee of the Goods until such time as property in them passes to the Buyer and that this bailment continues in relation to each of the Goods until the price of the Goods has been paid in full; and

(iii)       pending payment in full for the Goods, the Buyer:

(A)        must not supply any of the Goods to any person outside of its ordinary or usual course of business;

(B)        must insure the Goods for their full insurable or replacement value (whichever is the higher) with an insurer licensed or authorised to conduct the business of insurance in the place where the Buyer carries on business;

(C)        must not remove, deface or obliterate any identifying plate, mark or number on any of the Goods.

(g)        If the Buyer supplies any of the Goods to any person before all moneys payable by the Buyer have been paid to the Seller, the Buyer agrees that:

(i)         it holds the proceeds of re-supply of the Goods on trust for and as agent for the Seller immediately when they are receivable or are received;

(ii)        it must either pay the amount of the proceeds of re-supply to the Seller immediately when they are received or pay those proceeds into an account with a bank or a financial institution or deposit-taking institution as trustee for the Seller;

(ii)

(iii)       any accessory or item which accedes to any of the Goods by an act of the Buyer or of any person at the direction or request of the Buyer becomes and remains the property of the Seller until the Seller is paid in accordance with paragraph (c)(i) when the property in the Goods (including the accessory) passes to the Buyer; and

(iv)       if the Buyer fails to pay for the Goods within the period of credit (if any) extended by the Seller to the Buyer, subject to, and in accordance with, the Personal Property Securities Act 2009, the Seller may recover possession of the Goods at any site owned, possessed or controlled by the Buyer and the Buyer agrees that the Seller has an irrevocable licence to do so.

 28. Buyer's property

Any property of the Buyer under the Seller's possession, custody or control is completely at the Buyer's risk as regards loss or damage caused to the property or by it.

29. Storage

The Seller reserves the right to charge a reasonable fee for storage if delivery instructions are not provided by the Buyer within fourteen days of a request by the Seller for such instructions. The parties agree that the Seller may charge for storage from the first day after the Seller requests the Buyer to provide delivery instructions. A 20% restocking fee applies for all returned products when there is no fault in product or items ordered.

 30. Returned Goods

(a)        Except for any provisions to the contrary contained in this agreement, the Seller is not under any duty to accept Goods returned by the Buyer and will do so only on terms to be agreed in writing in each individual case.

(b)        If the Seller agrees to accept returned Goods from the Buyer under paragraph (a) of this clause, the Buyer must return the Goods to the Seller at the Seller's place of business referred to at the head of these conditions.

(c)        Items cannot be returned if they have been used, unless prior written approval has been given by the Seller.

31.Goods sold

All Goods to be supplied by the Seller to the Buyer are as described on the purchase order agreed by the Seller and the Buyer and the description on such purchase order as so agreed prevails over all other descriptions of the Goods including any specification or enquiry of the Buyer.

32.Cancellation

No order may be cancelled by the Buyer except with the written consent of the Seller. In the event of a cancellation of the order by the Buyer, the Seller has the right to claim indemnity against all losses suffered by the Seller as a result of such cancellation.

33.Personal Property Securities Act 2009 (PPSA)

(a)        This agreement is a security agreement.

(b)        The interest of the Seller in the Goods and all proceeds from the sale of the Goods by the Buyer to a third party is a security interest.

(c)        The Buyer consents to the Seller registering its security interest on the Personal Property Securities Register and agrees to provide all assistance reasonable required by the Seller to facilitate registration.

(d)        Until such time as title in the Goods has passed to the Buyer as contemplated by clause 16 of this agreement, the Buyer agrees not to in any way assign, charge, lease or otherwise deal with the Goods in such a manner as to create, a security interest over, the Goods in favour of the Buyer or any third party, The parties agree that this clause will not prohibit the Buyer from selling the Goods in the ordinary course of business.

(e)        The Buyer waives its rights to receive any notice under PPSA (including notice of verification statement) unless the notice is required by that Act and cannot be excluded.

(f)         The Seller and Buyer agree that this agreement and all related information and document(s) are confidential (Confidential Information) and will not be disclosed to unauthorised representatives or third parties, except to the extent disclosure is permitted by this agreement or required by law. The Seller and Buyer agree that the Seller will not disclose the Confidential Information pursuant to a request under section 275(1) of the PPSA.

(g)        Unless the Goods are used predominantly for personal, domestic or household purposes, the Seller and the Buyer agree each of the following requirements or rights under the PPSA do not apply to the enforcement of the Seller’s security interest in the Goods or of this agreement:

(i)         any requirement for the seller to give the Buyer a notice of removal of accession;

(ii)        any requirement for the Seller to give the Buyer a notice of the Seller’s proposed disposal of the goods;

(iii)       any requirement for the Seller to include in a statement of account, after disposal of the Goods, the details of any amounts paid to other secured parties;

(iv)       any requirement for the Seller to give the Buyer a statement of account if the Seller does not dispose of the Goods;

(v)        any right the Buyer has to redeem the Goods before the Seller exercises a right of disposal; and

(vi)       any right the Buyer has to reinstate this agreement before the Seller exercises a right of disposal of the Goods.

(h)        Expressions defined in the PPSA have the same meaning when used in this agreement.

34.Termination

(a)        In the absence of any breach of this agreement, the seller may terminate this agreement in its absolute discretion with a minimum of thirty days written notice to the buyer.

(b)        Either party may terminate this agreement if the other party is in material breach of any of its obligations under this agreement and if the breach is capable of remedy fails to remedy the breach for a period of 30 days after receipt of a written notice by the other party requiring rectification of the breach.

(c)        Exercise of the right of termination afforded to either party under this clause will not prejudice the legal rights or remedies which either party may have against the other in respect of a breach of any term, condition or warranty of this agreement.

(d)        The obligations of the parties that by their nature could reasonably construed as being intended to continue to apply beyond the termination of this agreement will continue to apply.

35.Place of contract

(a)        The contract for sale of the Goods is made in the state or territory of Australia where Amazing Office Furniture ABN 53 620 821 258 is registered.

(b)        The parties submit all disputes arising between them to the courts of such state or territory and any court competent to hear appeals from those courts of first instance.