In the following Terms and Conditions of Sale the "Company" shall mean the entity selling the goods whose name appears on the other side of this document and its related bodies corporate. Within the meaning of Section 50 of the Corporation Act and the "Customer" shall mean the entity purchasing the goods the subject of these terms and conditions of sale.
BINDING TERMS AND CONDITIONS The "Contract"' means any contract between the Company and the Customer for the supply of goods (which contract will include these Terms and Conditions) and must be in writing and accepted by the Company. The only contractual terms which are binding upon the Company are those set forth herein or otherwise agreed to in writing by the Company and those, if any, which are imposed by law and which cannot be excluded by these Terms and Conditions. These Terms and Conditions and any contract including them shall be governed by the law of the State or Territory in which the goods are sold and the Company and the Customer submit to the Jurisdiction of the Courts of that State or Territory. Any legal proceedings in relation to these Terms and Conditions must be held in the capital city of the said State or Territory.
STATUS OF PRICE LIST The Price List shall not be construed or operate as an offer or obligation to sell but shall be an invitation to treat only and the Company reserves the right to accept or reject in its absolute discretion any orders which may be received by it.
PRICE CHANGE The prices shown in the Price List are subject to alteration without notice.
DELIVERY CHARGES Delivery charges on orders required by overnight transport, air freight or other special delivery shall be for the account of the Customer.
BACK ORDERS Back orders will be supplied to the Customer at the prices and on the terms and conditions applying at the time the original order is accepted by the Company.
ACCEPTANCE The Customer shall inspect the goods forthwith upon delivery and may, but only within 7 days from the date of delivery, give written notice to the Company of any matter or thing by reason whereof the Customer alleges that the goods are not in accordance with the contract If the Customer fails to give such notice then to the extent permitted by statue the goods shall be deemed to have been accepted by the Customer and the Customer shall pay for the goods in accordance with the provisions hereof.
PAYMENT TERMS Payment for goods sold by the Company to the Customer shall be tendered no later than the expiration of the calendar month following the month of sale.
TIMING OF PAYMENT Payment shall be deemed to have been made;
TIME OF ESSENCE In respect of the performance of all of the Customer's obligations under this contract, time shall be of the essence.
SANCTIONS FOR LATE PAYMENT If the Customer defaults in making payment to the Company in accordance with these Terms and Conditions. the Company may in its absolute discretion (a) charge the Customer interest calculated on the portion of the Customer's account overdue from time to time at the rate of 2% per month from the date on which such default arose:
APPLICATION OF PAYMENTS Any payments tendered by the Customer to the Company shall be applied as follows
RETURNS All returns of goods must be approved by the Company. Authorised returns must be freight prepaid. The Company will credit returned goods only if they are in saleable and otherwise merchantable condition and fit for the purpose for which they were made. The Company reserves the right to charge a handling charge equivalent to 10% of the price of goods returned unless the Customer is a "consumer"' for the Trade Practices Act 1974 or similar State or Territory legislation.
RETENTION OF TITLE
RISK AND INSURANCE Upon delivery to the Customer or into the Customer's custody (whichever is the sooner) the goods shall be at the risk of the Customer and the Customer shall at its own cost, insure the goods (in its name and in the name of the Company) against all risks for which a prudent owner would insure his goods and for their full replacement value The Customer shall upon request provide a copy of the insurance policy to the Company.
EXCLUSION OF IMPLIED CONDITIONS AND WARRANTIES The only conditions and warranties which are binding on the Company in respect (If the state, quality or condition of the goods supplied by it to the Customer and/or in respect of advice, recommendation(s), information or services supplied by It, Its employees, servants or agents to the Customer regarding the goods, their use and application are those Imposed and required to be binding by statue (including the Trade Practices Act 1974) and to the extent permitted thereby, the liability if any of the Company arising from the breach of such conditions or warranties shall, at the Company's option, be limited to and completely discharged In the case of the goods by either the supply by the Company to the Customer of equivalent goods or the replacement by the Company of the goods supplied to the Customer and in the case of further advice, recommendation(s), information or services and otherwise by the supplying of the advice, recommendations, information or services again. Otherwise all other conditions and warranties whether express or implied by law in respect of the state, quality or condition of the said goods which may apart from this clause, be binding on the Company are hereby expressly excluded and. negatived, Except to the extent provided In this clause 17 the Company shall have no liability (Including liability negligence) to any, person for any loss or damage consequential or otherwise howsoever suffered or Incurred by any such person In relation to the goods and/or advice, recommendation(s), information or services and without limiting the generality thereof, In particular any loss or damage consequential or otherwise howsoever suffered or Incurred by any such person caused by or resulting directly or indirectly from any failure, defect or deficiency of whatsoever nature or kind of or In the goods and/or advice, recommendation(s), information or services.
TESTING All the goods are manufactured from high grade materials and to rigid specifications, but since the Company has no control over the conditions under which the goods or goods within recommended coating systems are applied, used, stored, transported or handled, the Customer is advised to test the goods thoroughly before adapting them to its own use.
BATCH NUMBER All of the goods carry on the label or container a batch number. It is acknowledged by the Customer that should a problem arise during or after application of a good or good(s) within a coating system which required technical investigation by a Company laboratory, all batch numbers pertaining to each good MUST be provided, together with a description of the good(s) and system(s) used, prior to any laboratory investigation being instigated. Where a batch number cannot be supplied the Company reserves the right to charge a non-refundable laboratory investigation fee of $500 which fee is payable prior to the commencement of any laboratory work. It is also acknowledged by the Customer that on receipt of a written recommendation and subsequent procedure the onus is on the Customer to apply the goods recommended or goods recommended within a coating system and that such applications are to be carried out in accordance with the Company's technical data sheet and correct coating procedures.
PRIVACY The Customer irrevocably authorises the Company to make such enquiries as it deems necessary to investigate the creditworthiness of the Customer from time to time including (but without limiting the generality of the foregoing) the making of enquiries of persons nominated as trade referees, the bankers of the Customer or any other credit providers (collectively the "Information sources") and the Customer hereby authorises the information sources to disclose to the Company such Information concerning the Customer which is within their possession and which is requested by the Company. The Company may disclose personal information relating to the Customer's credit history with the Company to
VIENNA SALE CONVENTION The United Nations Convention on Contracts for International Sale of Goods (Vienna 1980) known as the Vienna Sales Convention does not apply to goods supplied by the Company to the Customer under any contract nor do any terms or conditions express or implied by the Vienna Sales Convention form part of the contract.