We will supply goods in accordance with, and subject to these terms and conditions (as amended from time to time).
2.1 You agree to pay us the price specified to you by us on the date of order for each of the goods.
2.2 All prices advertised by us are subject to change without notice to you, except if agreed in accordance with clause 2.1.
3.1 Unless otherwise agreed in writing our terms of payment are strictly 100% net within 15 days from the invoice date. All goods remain our property until payment has been received in full.
3.2 You may not withhold any payment of money due to us under these terms and conditions for any reason.
3.3 We may accept payment by MasterCard, Visa or Bankcard and in the event that a credit card supplier charges us for your use of a card, we reserve the right to pass this charge on to you or, in our discretion, not accept that card.
3.4 We may charge you interest at a rate not exceeding two per cent (2%) per month or part thereof on any amount due and not paid by you within the time required for payment under clause 3.1.
3.5 Default by you under these payment provisions entitles us to:
(a) rescind and terminate this credit agreement or any other agreement we may have with you;
(b) immediately demand full payment under any currently existing agreement between you and us, failing which we may, in addition to any other course of action then available to us, elect to terminate or rescind all or any other agreements between you and us immediately by notice in writing to you.
3.6 All losses, expenses and costs including legal fees on an indemnity basis, consequent upon your failure to pay on the agreed date, are recoverable from you by us as liquidated damages.
4.1 If the preparation of your order or the delivery of any goods is suspended by your instructions or failure to instruct, the price will be increased to cover any extra expenses incurred by us. If you are unable to take the goods when they are ready for despatch then we may invoice you for storage.
4.2 If you cancel your order prior to delivery but after the goods are ready for despatch, we reserve the right to invoice you for all expenses involved in the preparation of your order.
5.1 Certain laws imply terms into agreements for the supply of goods and prohibit the exclusion, restriction or modification of such terms (“prescribed terms”).
5.2 Some prescribed terms permit a supplier to limit its liability for a breach of them. To the extent permitted by prescribed terms our liability in respect of a breach of a prescribed term relating to the supply of goods under these terms and conditions is limited at our sole discretion, to:
(a) the replacement or repair of the goods concerned; or
(b) payment of the costs of replacement or repair of the goods concerned.
5.3 Except as provided by prescribed terms or in these terms and conditions, no written, oral or implied condition, warranty or term of any description whether under statute or by implication of law, custom or usage relating to the subject matter of these terms and conditions is any part of the contract between you and us or will have any operation or affect our rights unless that condition, warranty or term is recorded and accepted in writing, and signed by one of our authorised officers.
5.4 Subject to clause 5.2, we will not be liable to you (whether in tort or in contract) for or in respect of any loss or damage to persons or property or for death or injury caused by any act or omission (whether negligent or otherwise) on our part or on the part of any of our employees, agents, contractors or sub- contractors in connection with or relating to these terms and conditions.
5.5 Without limiting clause 5.4, we accept no responsibility or liability for any loss or damage arising out of or in connection with any personal injury, illness or death to any person or damage to any property or any other loss or damage of any kind whatsoever caused by:
(a) the goods; and/or
(b) the entry onto, and any activities undertaken on and in, our premises by you or your employees, agents, contractors or sub-contractors.
5.6 You will indemnify us and keep us indemnified from and against liability and any loss or damage of any kind whatsoever arising directly or indirectly from:
(a) any breach of any of the terms or conditions of these terms and conditions by you; and
(b) any claim by any person in respect of or arising out of or in connection with any of the matters referred to in clause 5.5.
5.7 Every exemption, limitation, defence, immunity or other benefit contained in these terms and conditions to which we are entitled will also be held by us to the benefit of, and will extend to protect, each of our employees, agents, contractors or sub-contractors (excluding you, your employees, agents, contractors and sub-contractors).
5.8 Each indemnity in these terms and conditions is a continuing obligation separate and independent from your other obligations and survives termination of these terms and conditions.
5.9 It is not necessary for us to incur expense or make payment before enforcing a right of indemnity conferred by these terms and conditions.
5.10 We will not be liable to you in any circumstances for any indirect, economic, special or consequential loss or damage, including but not limited to loss of revenue, loss of production or loss of profit.
5.11 No warranty is given and no responsibility is accepted by us to ensure that goods supplied under these terms and conditions comply with any statutory requirements relating to the marketing of goods. Compliance with such legislation is your sole responsibility.
6.1 If the goods are defective and within their warranty period you must notify us as soon as possible and we will arrange for you to return the goods via our nominated carrier with the freight paid to us. All return to us must be accompanies by our return authorisation details, specifying:
(a) the reason for the return;
(b) our invoice number; and
(c) our staff member who authorised the return.
6.2 We will pay to you the reasonable freight costs if the goods are truly defective and not the subject of misuse.
6.3 If the goods are not defective, or misuse caused the defect, then you will be liable for payment of replacements (if any) and any other associated costs, including but not limited to the costs of freighting.
7.1 We are not responsible for non-delivery or delay in delivery of any goods caused directly or indirectly by events outside the control of the parties, including but not limited to:
(a) war, threat of war or warlike conditions, hostilities, civil commotion, riots, fire, flood, strikes, lock-outs, accidental breakdown or mechanical failure of plant, machinery or equipment, acts of government;
(b) delays in transportation or default on the part of our manufacturer or supplier; or
(c) any other causes whatsoever beyond our reasonable control,
notwithstanding that any such cause may be operative at the time of entering into this agreement. Goods not so delivered and goods so delayed may at our option be delivered at any subsequent time or times and must be accepted and paid for by you.
8.1 If GST has application to any supply made under this agreement, and the consideration payable or to be provided under this agreement is not otherwise expressly stated to be inclusive of GST, the party making the supply (“Supplier”) may, in addition to the consideration payable or to be provided elsewhere in this agreement, subject to issuing a valid tax invoice, recover from the party receiving the supply (“Recipient”) an additional amount on account of GST.
8.2 If, it is determined on reasonable grounds that the amount of GST paid or payable on any supply made under this agreement differs for any reason from the amount of GST recovered from the Recipient then the amount of GST recovered or recoverable from the Recipient shall be adjusted accordingly.
8.3 All amounts payable by the Recipient to the Supplier by way of reimbursement of an amount paid or payable by the Supplier to any other person, or calculated on the basis of amounts incurred or to be incurred by the Supplier, shall be calculated on the basis of such amounts payable by the Supplier, or costs incurred by the Supplier, excluding any applicable amount in respect of GST incurred by the Supplier to the extent to which the Supplier is entitled to an input tax credit in respect of such GST or amount.
9.1 By placing an order for goods with us, you agree to be bound by the terms in this document (as amended from time to time).
9.2 Except as otherwise provided for in this agreement, all terms, conditions, warranties, undertakings and representations (whether express, implied, statutory or otherwise, including any terms on any of your documents) relating to the goods or this agreement are excluded to the full extent permitted by law.
10.1 Any of our rights under these terms can only be waived by us in writing.
10.2 These terms may only be varied in writing.
10.3 We may exercise a right, remedy or power in any way we consider appropriate and if we do not exercise a right, remedy or power at any time, this does not mean that we cannot exercise it later.
10.4 We may, as a condition of entering into this agreement, require personal guarantees in a form approved by us (including the receipt of a guarantor’s certificate or a certificate of independent legal advice).
10.5 You must notify us immediately if there is a change in your trading address or in ownership.
10.6 You must obtain at your own expense any necessary licences or permits and comply with applicable laws in taking delivery of the goods from us.
10.7 Our rights, remedies and powers under this agreement are in addition to any rights, remedies and powers provided by law.
11. 1This agreement is governed by the laws of Victoria, Australia and the parties agree to submit to the non- exclusive jurisdiction of the courts of that state.
11. 2 goods means the goods the subject of this agreement (including any part of the goods).
GST has the same meaning as in the GST Act.
GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
party means you or us, and parties has the corresponding meaning.
price means the price specified in clause 2.1.
taxes means taxes, levies, imposts, charges and duties (including, stamp and transaction duties) imposed by any government agency, together with any related interest, penalties, fines and expenses in connection with them, together with any penalties, fines or interest thereon or similar additions thereto, imposed, levied or assessed or otherwise payable.
tax invoice has the meaning set out in the GST Act.
you means the person named in this agreement as the purchaser of the goods.
we and us and our means H.G.Turf Pty Ltd ACN 053 537 054.