The “Company” and/or “Seller” is QEP Australasia Pty Ltd, ABN 37 672 712 622
The “Customer” and/or “Buyer” is the person/s to whom the goods are hereby sold
The “Goods” are the goods sold by the Seller to the Customer
General
These terms and conditions will apply to the exclusion of all others including any terms and conditions of the Customer (whether on the Customer’s order form or otherwise). No goods or services will be supplied by the Seller on any terms or conditions other than those set out herein and by taking delivery of the goods the Customer shall be deemed to agree to these Terms and Conditions. For the purposes of these Terms and Conditions Seller shall mean and include the party named and included the party to whom goods and services are sold and or in whose name an Account is maintained by the Company. The Customer acknowledges that these terms and conditions embody the whole agreement between the parties and by ordering the Company's goods or using the Company's website, www.australianflooringsupplies.com.au , agrees to be bound by them. These terms and conditions may be varied from time to time by the Company without notice.
Goods & Services Tax
If GST is imposed on any supply made under or in accordance with these terms and conditions, the recipient of the taxable supply must pay the Supplier an additional amount equal to the GST payable on or for taxable supply. Payment of the additional amount will be made at the same time as payment for the taxable supply subject to the provision of a tax invoice.
Price
Unless otherwise agreed in writing all prices and charges are subject to alteration without notice. Orders are accepted by the Company subject to the condition that the Buyer agrees to pay the Company prices set out in its published price list or price guides current at the time the order is placed subject to any other conditions or pricing agreed in writing with the Company. All allowances and discounts, as set out in our trading terms, from time to time are applicable to the period in which the goods were purchased from the Company.
Payment
Payment must be made by the Customer to the Company for all goods supplied, work and labour done and services rendered, by the 30th of the month following the month of invoice – unless otherwise agreed in writing. The Customer acknowledges that time is of the essence with regard to payment and that any breach of this term will enable the Company to exercise all of its rights contained herein including (but without in any way limiting its rights) the right to cancel further credit and to take legal action for the recovery of all sums outstanding. All payments by the Buyer must refer to the specific statement or liability for which the payment is being made otherwise the Company may allocate the payment towards discharging the Buyer’s debts that have been outstanding for the longest period. Payments are to be net and no settlement discount will be allowed unless the Company has agreed in writing to allow a settlement discount, and the payment relating to that discount is made in accordance with the agreed timeframe. Where such payments are received by the Company beyond the agreed timeframe, the Buyer agrees no settlement discount will be allowable. Payments must be made without set-off, deduction or counterclaim. The Company will not be responsible for the timely receipt of payments lodged by mail.
Interest
Should payment remain outstanding beyond the Company’s terms as outlined in clause 4 above, the Customer agrees to pay interest on all amounts outstanding from the due date until the date of payment at a rate equal to the Company’s then current overdraft rate, as varied from time to time.
Costs
Should payment remain outstanding beyond the Company’s payment terms as outlined in clause 4 above, the Customer is liable for all costs including legal costs (on a Solicitor own client basis) and mercantile agents’ fees incurred by the Company in recovering the amount outstanding.
Delivery
The Company may accept or refuse any order for products in its absolute discretion and may make its acceptance of an order conditional upon a satisfactory credit assessment of the Buyer. Reasonable commercial efforts will be made to fulfil accepted orders placed with the Company, but if the Company’s ability to do so is affected (directly or indirectly and whether by circumstance already existing or otherwise) by strikes, lockouts, rise in freight, duties or other charges, acts of God, freight or carrier delays, or by any cause whatsoever beyond the reasonable commercial control of the Company, it will have the right :(a) to elect to extend the time for fulfilment of the order or compliance with any delivery or completion date; (b) to alter the specifications for the products so as to allow the substitution of equivalent products; or (c) to terminate the order without liability for breach of contract or for any antecedent breach. The Company will not be liable for any loss, including consequential loss and loss of profits, arising from any delay in its performance of the contract or the early termination of any order. Goods will be delivered to the address specified in the credit application as the address for delivery, unless otherwise agreed to in writing between the parties. In any event the Company will be entitled to full payment for all products which have been delivered. In the event that a delivery date is specified by the Customer, the Company will use its best endeavours to comply with the Customer’s requests. In no circumstances will the Company be liable for any loss or damage of any kind whatsoever in the event that it is not able to comply with the Customer’s request for delivery by a certain time. The Customer acknowledges and agrees that it will not make any claim against the Company for any loss or damage incurred as a result of late or incorrect delivery.
Freight or delivery surcharge
The Company may impose a surcharge on any order to compensate for costs incurred in the packing, handling, delivery, or freight of an order. These costs will be disclosed on the Company price guide or price list.
Claims
The Customer will be deemed to have accepted the goods as being in accordance with its order, including price charged, unless it notifies the Company in writing of its claim within 14 days of receipt of the goods. The Company will accept no return of allegedly defective goods, unless it has given prior written authorisation for the return. No claims will be accepted where the goods have been accepted by the Customer and subsequently changed in nature or are no longer in the same saleable means as when originally received. To avoid confusion, but without limitation, this includes where the goods have been cut, laid, glued or otherwise altered.
Returns
Return of products to the Company by the Buyer may only be made if the Company has agreed to that return and all such returns will be subject to a percentage handling charge based on invoice value of returned products to cover cost of sorting, restacking, testing etc. with freight costs and risk remaining the responsibility of the Buyer. The amount of handling charge applicable will be as disclosed on the Company price list or price guide. Any agreement by the Company to accept the return of products is subject to the products being in resealable condition as determined by the Company following inspection of the returned products at the Company’s premises. No returns will be accepted where goods supplied comprise part of a batch or lot number. Where the Company has agreed to a return of products, the Company shall not be liable for freight costs on goods returned to it by the Customer.
Jurisdiction
The proper law of all contracts arising between the Company and its Customer is the law of the State of Victoria and the parties agree that all claims and disputes relating to the goods sold shall be determined in the Court of competent jurisdiction nearest Melbourne.
Warranty
All warranties whether express or implied and whether statutory or otherwise with regard to the goods supplied by the Company as to quality, fitness for purpose of any other matter are hereby expressly excluded insofar as any such warranties are incapable of exclusion at law. Schedule 2 of the Australian Consumer Law ("ACL") defines a consumer. If the Customer is a consumer within the meaning of Schedule 2 of the ACL the goods come with guarantees that cannot be excluded under the ACL. The Customer is entitled to a replacement or refund for a major failure and for compensation for any other foreseeable loss or damage. The Customer is also entitled to have the goods repaired or replaced if the failure does not amount to a major failure.
Change of ownership
The Customer agrees to notify the Company in writing of any change of ownership of the Customer within seven (7) days from the date of such change and indemnifies the Company against any loss or damage incurred by it as a result of the Customer’s failure to notify the Company of any change.
Caveat clause
The Company is entitled to request from the Applicant/Customer security to secure any credit facilities provided to the Applicant/Customer. The Company, for the purpose of securing any credit facilities provided to the Applicant/Customer, needs to take charge over all real and personal property owned by the Applicant/Customer for an amount equal to any amount that the Applicant/Customer owes the Company from time to time under the credit facilities or otherwise, and the Applicant/Customer will execute any necessary documents for this purpose.
Cancellation
Orders placed with the Company cannot be cancelled without the written approval of the Company. In the event that the Company accepts the cancellation of any order placed with it, it will be entitled to charge a reasonable fee for any work done on behalf of the Customer up until the date of cancellation, including a fee for the processing and acceptance of the Customer’s order and request for the cancellation.
Lien
The Customer hereby acknowledges that the Company has a lien over all goods in its possession belonging to the Customer to secure payment of any or all amounts outstanding from time to time.
Title
Property in any items or goods sold by the Company will not pass to the Customer until the Customer has paid for the items or goods in full and all other monies outstanding under any other sale of items or goods by the Company to the Customer. The Customer grants to the Company a security interest pursuant to clause 20 of these terms and conditions. The Company will release the security interest when it has received payment in full of all monies owing to it by the Customer. Risk of loss or damage to the items or goods passes to the Customer upon delivery to the Customer. Until payment of the purchase price (or all monies outstanding), the Customer is to insure the items or goods against all risk. Any insurance claim in respect of loss damage or destruction of the items or goods is hereby assigned to the Company. The Customer hereby indemnifies the Company against any loss or damage to the items or goods howsoever arising. The Customer is entitled to resell the items or goods in the usual course of its business but the Company is to be paid from the proceeds of the sale the purchase price owed to the Company (or all monies outstanding) must be kept in a separate account and held by the Customer in trust for the Company. The Customer must, on request disclose to the Company all relevant information regarding the items or goods and any sale by the Customer. In the event that:(a) The Customer has failed to pay for the items or goods as and then due; or (b) The Customer has breached any of the conditions of this Contract; or (c) The Customer commits an act of bankruptcy or becomes bankrupt; or (e) A Receiver or Manager is appointed to the Customer; or (f) The Customer is then placed into Liquidation; or (g) The Customer enters into a scheme of arrangement with its creditors; or (h) Execution is issued against the property of the Customer and is returned unsatisfied; or (i) The Customer is insolvent, then the Company may retake possession of any of its goods which have been supplied to the Customer and for which payment has not been received and for this purpose the Company may enter any premises belonging to or occupied by the Customer. The Customer hereby grants right of entry to the Company for the purpose of retaking possession of its goods and indemnifies the Customer, its servants, agents and employees in relation to any loss or damage occurring as a result of retaking of possession of the goods.
Power to sell goods
Nothing herein contained shall prevent the Customer from selling the goods to any third party provided that the proceeds of any such sale shall be held in trust by the Customer for the Seller until the Seller has received payment in full for the goods.
Certificate
A Certificate signed by an officer of the Seller will be prima facie evidence of the Customer’s liability to the Seller at the date of the Certificate.
Personal Property Securities Act
The Customer hereby acknowledges that these Terms and Conditions of Trade constitute a security agreement which creates a security interest in favour of the Seller in all Goods previously supplied by the Company to the Buyer (If any) and all after acquired Goods supplied by the Seller to the Customer (or for the Customer’s account) to secure the payment from time to time and at a time, including future advances. The customer agrees to grant a “Purchase Money Security Interest” to the Seller.
The Customer undertakes to:
• Sign any further documents and/or provide any further information (which information the Customer warrants to be complete, accurate, and up-to-date in all respects) which the Seller may reasonably require to enable registration of a financing statement or financing change statement on the Personal Property Securities Register (“PPSR”);
• Not register a financing change statement as defined in section 10 of the PPSA or make a demand to alter the financing statement pursuant to section 178 of the PPSA in respect of the Goods without the prior written consent of the Seller;
• Give the Seller not less than 14 days’ written notice of any proposed change in the Customer’s name and/or any other changes in the Customers details (including by not limited to changes in the Customer’s address, facsimile number, email address, trading name or business practice);
• Pay all costs incurred by the Company in registering and maintaining a financing statement (including registering a financing change statement) on the PPSR and/or enforcing or attempting to enforce the security interest created by these Terms and Conditions of Trade including executing subordination agreements;
• Be responsible for the full costs incurred by the Seller (including actual legal fees and disbursements on a solicitor and client basis) in obtaining an order pursuant to section 182 of the PPSA; and
• The Customer waives any rights it may have under sections 115 of the PPSA upon enforcement.
Pursuant to Section 157 of the PPSA, unless otherwise agreed to in writing by the Seller, the Customer waives the right to receive the verification statement in respect of any financing statement or financing change statement relating to the security interest.
The Customer agrees that immediately on request by the Seller the Customer will procure from any persons considered by the Seller to be relevant to its security position such agreement and waivers as the Seller may at any time require.
Termination of credit
The Company reserves the right to terminate credit facilities from time to time or at any time and may do so at its sole discretion. Failure to comply with the approved payment terms may lead to a cessation of supplies and the forfeiting of allowances.
Terms of use of our website
Disclaimers
The Company ("we") try to ensure that all information on our website including but not limited to all descriptions of our goods (if any) is accurate and current, however we do not warrant that it is accurate and current at all times.
We try to ensure that our product list (if any) is current however we give no warranty as to the availability of any product advertised for sale or hire on our website.
We try to ensure that our price list (if any) is current, however we reserve the right to amend our prices at any time.
Images on our website have been provided for illustrative purposes only and we do not guarantee that the images exactly portray the exact colour, design or options relating to a particular good.
We try to ensure that our website is free of any virus, worm, Trojan and/or malware, however we are not responsible for any damage to your computer system which arises in connection with the Customer's ("your") use of our website or any linked website.
We may host third party content on our website such as advertisements and endorsements belonging to third parties. We are not responsible for that content.
Hyperlinks
We may provide for your convenience hyperlinks to other websites from our website. We are not responsible for the content of those websites. In providing a hyperlink we are not suggesting that we endorse, support or sponsor that website, its owner or the goods or services they may provide.
If you want to link to our website, you can do so with our consent, and at your expense. You cannot alter any of our website's contents in doing so, and deep linking and framing is not permitted.
Our intellectual property rights
All content on our website including software, applets, graphics, images, layouts and text is subject to copyright which either belongs to us or we have a licence to use it. All trademarks, brands and logos generally identified either with the symbols TM or ® which are used on our website are also either owned by us or we have a licence to use them. Except for the limited purposes stated below, you must not copy our content or use our trade marks without our prior written permission.
Any idea, comment, feedback, or suggestion which you provide to us becomes our property and we are free to use it in whatever way we wish for any commercial or non-commercial purpose without compensation to you or to any other person who has transmitted it to our website or to us. You acknowledge that it is original and does not infringe the intellectual property rights of third parties.
Your website access licence
Except as permitted under the Copyright Act 1968 (Cth), and as referred to below, you are not permitted to copy, reproduce, republish, distribute or display any of the information or images on our website without our prior written permission.
When you visit our website, we give you a limited licence to access and use our information and images for your personal use.
You may download a copy of the information and images on our website to your computer for your personal use only provided that you do not delete or change any copyright symbol, trade mark or other proprietary notice. Your use of our content in any other way without our prior written permission infringes our intellectual property rights.
You are not permitted to use any data mining robots or other extraction tools or to metatag or mirror our website without our prior written permission.
You are permitted to download a copy of the information and images on our website to your computer for your personal use only provided that you do not delete or change any copyright symbol, trade mark or other proprietary notice. Your use of our content in any other way infringes our intellectual property rights.
Privacy
Please refer to our privacy policy by following the link on our home page for information relating to the collection, storage and use of the personal information you may provide to us in your dealings with us.
Directors guarantee
If the Customer is a Company then provision of credit facilities pursuant to this application may be subject to and conditional upon the entire Customer’s directors executing a Guarantee in the form approved by the Company.
Variations
These terms and conditions may be varied from time to time by the Company without notice.