Terms and Conditions of Sale
IMPORTANT NOTE TO BUYER:
By entering into this Contract, you acknowledge that you have read these terms and conditions, and are aware of the following key terms which may be prejudicial to you:
- Responsibility for any charges or duties etc levied after the date of quotation or invoice are placed on the Buyer (clause 15);
- The Seller is not liable for particular types of loss including indirect and consequential loss (clause 21(c));
- The Seller’s total liability (except for its fraud or willful misconduct) is limited to the value of the Purchase Price (clause 21(d))
These are the terms and conditions upon which the Seller (as named in section 1.1(q) sells and quotes for the sale of goods.
DEFINITIONS AND INTERPRETATION
In these terms and conditions, unless the context otherwise requires:
(a) “Application” in relation to a Buyer means the Thirty Day End of Month Credit Account Application signed by the Buyer which refers to these terms and conditions.
(b) “Australian Consumer Law” means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of State Fair Trading legislation.
(c) “Buyer” means the Person named as the buyer or purchaser in the relevant Sales Invoice or Quotation.
(d) “Business Day” means a day other than a weekend or public holiday in the place which the goods are delivered.
(e) “Consumer” means a consumer as defined by Schedule 2 of the Competition and Consumer Act 2010 as amended from time to time
(f) “Excluded Loss” means:
(i) in the case of loss or damage resulting from a breach of contract (including any contractual duty of care) loss of revenue; loss of profit; loss or denial of opportunity; loss of access to markets; loss of goodwill; loss of business reputation; loss arising from late delivery: loss of data; loss arising from any business interruption; increased overhead costs and any indirect, remote or unforeseeable loss occasioned by that breach, whether or not in the reasonable contemplation of the Buyer and the Seller at the time of the Quotation, Sales Invoice or any delivery of goods as being a probable result of the relevant breach; and
(ii) in the case of loss or damage arising from any tort (including negligence) which does not also constitute a breach of contract – indirect, remote or unforeseeable loss and, in the case of pure economic loss, loss not flowing directly from the commission of the tort.
(g) “Exclusive Goods” means any goods which are, at the Buyer’s request, embellished, embroidered, printed, machined, customised, cut-to-size or specifically ordered for the Buyer.
(h) “GST” means the goods and services tax as imposed by the GST Law together with any related interest, penalties, fines or other charge.
(i) “GST Amount” means any Payment (or the relevant part of that Payment) multiplied by the appropriate rate of GST.
(j) “GST Law” has the meaning given to that term in A New Tax System (Goods and Services) Act 1999, or, if that Act does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.
(k) “Health Event” means any epidemic, pandemic, quarantine restriction, public health emergency, communicable disease outbreak, including without limitation, the Covid-19 outbreak and the consequences of any of the foregoing.
(l) “Payment” means any amount payable under or in connection with a Quotation or Sales Invoice including any amount payable by way of indemnity, reimbursement or otherwise (other than a GST Amount) and includes the provision of any non-monetary consideration.
(m) “Person” includes an individual, the estate of an individual, a body politic, a corporation, an association (incorporated or unincorporated) and a statutory or other authority.
(n) “PPSA” means Personal Property Securities Act 2009 (Cth)
(o) “Purchase Price” means the price for the goods set out in the relevant Quotation or Sales Invoice.
(p) “Quotation” means the form of quotation submitted by the Seller to the Buyer setting out the Purchase Price and any other special terms and conditions for the supply of goods by the Seller to the Buyer in which these terms and conditions are deemed to be incorporated.
(q) “Sales Invoice” means the sales invoice issued by the Seller to the Buyer evidencing their agreement for the sale and supply of goods by the Seller to the Buyer.
(r) “Seller” means, in relation to any Quotation or Sales Invoice, issued by Ranger Lifting | Rigging | Safety Pty Ltd ABN 12 088 454 719 or any associated entity.
(s) “Tax Invoice” has the meaning given to that term by the GST Law.
(t) “Taxable Supply” has the meaning given to that term by the GST Law.
(a) Any special conditions specified on a Quotation or Sales Invoice shall, to the extent they are inconsistent with these terms and conditions, take precedence over these terms and conditions.
(b) Words importing the singular shall include the plural (and vice versa).
(c) If any provision of these terms and conditions is invalid, these terms and conditions should be read as if that provision has been severed.
GOVERNING TERMS AND CONDITIONS
(a) These are the only terms and conditions which are binding upon the Seller with the exception of those otherwise agreed in writing by the Seller or which are imposed by a statute including the Competition and Consumer Act 2010 (Cth) and which cannot be excluded.
(b) Any direction by the Buyer either verbal or written to procure goods or services from the Seller will be deemed as acceptance by the Buyer of these terms and conditions, despite any provisions to the contrary in the direction or any purchase order issued by the Buyer.
TERMS OF PAYMENT
(a) Payment to the Seller for goods delivered and accepted is due within 30 calendar days of the end of the month in which the Buyer is invoiced for the goods.
(b) If the Buyer fails to make payment in accordance with this clause, all amounts owing by the Buyer to the Seller on any account shall immediately become due and payable. Each outstanding amount shall bear interest at an annual rate of three percent above the current Bank Bill Swap Reference Rate as quoted in the Australian Financial Review at the date the amount is due and payable or an equivalent rate determined by the Seller (acting reasonably) if this rate ceases to be published, is updated, suspended or discontinued three percent above the then current, interest will be calculated on a daily basis from the day it falls due until the day it is paid. Any payment made by the Buyer shall be credited first against any interest that has accrued.
(c) The Buyer must pay the Seller (on a full indemnity basis) any costs (including legal costs) incurred by the Seller in taking steps to recover unpaid or overdue amounts under these terms and conditions.
INSPECTION AND ACCEPTANCE
Any timeframes quoted by the Seller for delivery of goods are estimates only. The Buyer shall inspect all goods upon delivery and shall within seven (7) days of delivery give notice to the Seller of any matter or thing by which the Buyer alleges that the goods are not in accordance with the Buyer’s purchase order or these terms and conditions. Failing such notice, subject to any non-excludable condition implied by law, such as those in the Australian Consumer Law, the goods shall be deemed to have been delivered to and accepted by the Buyer.
Return of goods (other than in situations where the Seller is required to accept a return of goods under the Australian Consumer Law) must be approved by the Seller. These authorised returns must be freight prepaid and will only be accepted if they are in a saleable condition and (unless otherwise agreed with the Seller) the goods are returned within 14 days of supply. Other than in situations where the Seller is required to accept a return of goods under the Australian Consumer law, the Seller reserves the right to charge a handling fee of 10% of the price of the goods returned (whichever is greater) under this provision. The Seller will not accept the return of goods specifically purchased, manufactured, machined or cut to size or to the Buyer’s specification other than in situations where the Seller is required to accept a return of such goods under the Australian Consumer Law. If the Seller agrees to accept the return of these goods a restocking fee of 20% may be charged.
(a) A quotation is valid for 30 days or such other period as stated in it. A quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship shall arise from it until the Buyer’s purchase order has been accepted in writing by the Seller.
(b) Stock availability and lead time may vary and will need to be confirmed at time of order.
(b) The Seller shall not be bound by any conditions attaching to the Buyer’s purchase order or acceptance of a Quotation and, unless such conditions are expressly accepted by the Seller in writing, the Buyer acknowledges that such conditions are expressly negatived.
(c) Every Quotation is subject to and conditional upon obtaining any necessary import, export or other licence.
The parties agree that:
(a) the Purchase Price is inclusive of GST;
(b) all other Payments have been calculated without regard to GST;
(c) each party will comply with its obligations under the Competition and Consumer Act 2010 (Cth) when calculating the amount of any Payment and the amount of any relevant Payments will be adjusted accordingly;
(d) if the whole or any part of any Payment is the consideration for a Taxable Supply (other than for payment of the Purchase Price) for which the payee is liable to GST, the payer must pay to the payee an additional amount equal to the GST Amount, either concurrently with that Payment or as otherwise agreed in writing.
(e) any reference to a cost or expense in this Agreement excludes any amount in respect of GST forming part of the relevant cost or expense when incurred by the relevant party for which that party can claim an Input Tax Credit; and the payee will provide to the payer a Tax Invoice.
PASSING OF PROPERTY AND RISK
(a) Goods supplied by the Seller to the Buyer shall be at the Buyer’s risk immediately upon delivery to the Buyer, into the Buyer’s custody or at the Buyer’s direction (whichever happens first). The Buyer shall insure the goods from the time of that delivery at its cost against such risks as it thinks appropriate.
(b) Title in the goods supplied by the Seller to the Buyer under these terms and conditions shall not pass to the Buyer until those goods and all other amounts owing or unpaid by the Buyer to the Seller on any account have been paid for in full.
(c) Until the goods have been paid for in full:
(i) the Buyer shall store the goods in a manner which shows clearly that they are the property of the Seller which supplied them; and
(ii) the Buyer may sell the goods, in the ordinary course of its business, as agent for the Seller and shall account to the Seller for the proceeds of sale (including any proceeds from insurance claims). These proceeds must be kept in a separate bank account.
(d) The Buyer irrevocably authorises the Seller at any time to enter onto any premises upon which:
(i) the Seller’s goods are stored to enable the Seller to inspect the goods and/or reclaim the goods if the Buyer has breached these terms and conditions;
(ii) the Buyer’s records pertaining to the goods are held to inspect and copy such records.
(e) The Buyer and the Seller agree that the provisions of this clause apply notwithstanding any arrangement under which that Seller grants credit to the Buyer.
(f) Each party consents to the other perfecting any security interest under this agreement which arises by operation of the PPSA in any property by registration under the PPSA and agrees to do anything reasonably requested by the other party to enable it to do so.
(g) The parties contract out of each provision of the PPSA which, under section 115(1) of that Act, they are permitted to contract out of, other than:
(i) sections 117 and 118 (relationship with land laws); and
(ii) sections 134(1) and 135 (retention of collateral).
(h) Each party waives its right to receive each notice which, under section 157(3) of the PPSA, it is permitted to waive.
(i) Each party waives its rights to receive anything from any other party under section 275 of the PPSA and agrees not to make any request of any other party under that section.
The Seller reserves the right to suspend or discontinue the supply of goods to the Buyer on reasonable grounds without being obliged to give any reason for its action.
The Seller reserves the right to make part deliveries of any purchase order, and each part delivery shall constitute a separate sale of goods upon these terms and conditions. A part delivery of a purchase order shall not invalidate the balance of a purchase order.
The Seller’s Quotation or Sale Invoice is made on a supply only basis. Installation and commissioning (if any) is at the expense of the Buyer unless otherwise specified in writing by the Seller.
DIMENSIONS, PERFORMANCE DATA AND OTHER DESCRIPTIVE DETAILS
(a) All technical information (including photographs, drawings, illustrations, weights, dimensions and any other particulars accompanying, associated with or given in a Quotation, descriptive literature or a catalogue) is approximate only and to the extent permitted by law, the Seller gives no warranty and makes no representation with respect to the correctness, compliance, adequacy or otherwise of that information. To the extent permitted by law, the Buyer agrees that it uses it information at its own risk.
(b) To the extent permitted by statute, any performance data provided by the Seller, a supplier or a manufacturer is an estimate only and is provided in good faith without liability or responsibility on the part of the Seller and without the intention that the Buyer should rely on it..
(c) Unless agreed to the contrary in writing, the Seller reserves the right to supply an alternative brand or substitute product that has characteristics that are materially consistent with the goods offered when necessary. Substitution will not be given effect to until approval is received from the Buyer.