Terms and Conditions

SIGNSMART PTY LTD’S TERMS & CONDITIONS OF SALE

TERMS & CONDITIONS OF SALE

  1. Definitions and Interpretations
    In these Terms and Conditions of Sale:
    ACDChas the meaning specified in clause 13;
    Company means SIGNSMART PTY LTD (ABN: 68 620 187 975)
    Order means an order placed with Signsmart for the sale of said goods
    Dispute has the meaning specified in clause 13;
    GST means any amount payable under the applicable GST law (Goods and Services Tax) Act 1999
    Price means the price of the Products applicable at the time of the order;
    Products means the products of the Company;
    Customer means any party purchasing the Products;
    Terms means these Terms and Conditions of Sale.
  2. Orders
    1. The Customer may order Products from the Company using an order form approved by the Company. Orders will be accepted by the Company only upon and subject to these Terms, which prevail over any other terms. The Company will notify the Customer in writing whether the order is accepted or not. The Company will endeavour to deliver Products within the time(s) specified in the order, however, the Company is not liable for any loss or damage (including direct, indirect or consequential loss or damage) arising from any delay in delivery.
    2. The Customer may modify or cancel its order only if it notifies the Company and receives confirmation by the Company of the notification before the order has been processed.
    3. The Customer shall advise the Company of one (only) delivery address per trading account. The Company has no obligation to deliver to varying delivery addresses on an ‘order by order’ basis.
  3. Price and Payment
    1. The order will be at the Prices plus applicable GST and freight.
    2. The withholding or granting of credit shall be at the absolute discretion of the Company.
    3. The Customer must pay the Company for an order, the cumulative Price plus GST and applicable freight within the agreed trading terms (ie – those stated on the invoice issued by the Company to the Customer)
    4. If the Customer fails to pay for any products as required by this clause then, without prejudice to any other right or remedy, the Company shall be entitled to charge interest on the outstanding amount from the date of the invoice until paid at a rate calculated in accordance with section 2 of the Penalty Interest Rate Act (Vic) 1983 fixed at the rate of default
  4. Damaged and Lost Products
    1. For each order, the Customer must notify the Company in writing if the items are short delivered, damaged
      or have any defects at time of delivery and within 3 days of receipt by the Customer or else the order is
      deemed to have been fulfilled in full by the Company. The Company will not accept claims for shortage of Product or damage or defect (except under clause 11) if the above requirements are not strictly adhered to.
    2. The Company shall not accept any claims for damaged or lost product should the damage or loss be attributable to the Customer’s nominated freight forwarder
  5. Return of Products
    1. All Products are supplied by the Company to the Customer on a strictly non-return basis.
    2. Should the Company (at its sole discretion) agree to accept the return of any of the Products, the Product returns require an authorization number as issued by the Company.
    3. Returned products must be returned in good order and condition, unused and in original packaging
    4. A handling charge equal to 25% of the invoice value of the Products will apply for return of the Products
  6. Title and Risk
    1. Ownership in any Products supplied by the Company to the Purchaser will pass when such Products have been paid for in full to the Company.
    2. The risk in any Products will pass to the Purchaser, and the Purchaser accepts the responsibility for and will carry the loss arising from damage to the Products however caused:
      1. once the Company delivers such Products to the Purchaser’s delivery address.
      2. when the Purchaser collects or causes to be collected the Products, or where the Company causes them to be delivered by an independent carrier from the Company’s premises, then as from the time they leave the Company’s premises.
    3. Without derogating from any of the above where the Company still owns certain Products, the Customer has the right to resell such Products in the ordinary course of business provided that such sales will not give rise to obligations on the Company or detract from the Purchaser’s fiduciary duties to the Company.
    4. The Customer shall notify the Company in writing of any intended sale of the Customer’s business, which includes or purports to include the Products as part of the Customer’s plant, equipment or inventory. In such a case the Customer must pay the full amount outstanding to the Company prior to the settlement of the sale of the Customer’s business

    Change of Terms
    These Terms are subject to change without notice.

  7. Notices
    Notices to either party hereunder will be in writing and may be served personally or by sending a facsimile to the party’s last known business facsimile number or by being delivered to the party’s last known business address or by being posted by prepaid letter addressed to such party at such address. In the case of service by post the notice will be deemed served on the business day following posting.
  8. Resale
    The Customer can sell the Products at such prices as it determines and on terms and conditions it determines, provided that it may not resell the Products to another person who will resell the Products.
  9. Indemnity and insurance
    1. Notwithstanding any written Company guarantee (that may or may not be given by the Company), to the maximum extent permitted by law, all conditions, warranties, representations, liabilities and obligations, whether implied or imposed by statute or otherwise in respect of the Products and the supply of the Products are excluded and all liability for loss or damage, whether direct, indirect or consequential is excluded.
    2. Except to the extent:
      1. that the exclusion, restriction or modification of certain conditions, warranties, liabilities and rights is prohibited by the Australian Consumer Law; and
      2. of any express warranty against defects, then:
      3. any conditions, warranties or rights implied to Customer’s benefit by legislation, conduct or common business practice are hereby excluded to the maximum extent permissible; and
      4. the Company shall not be liable for any defects or damage caused in whole or in part by misuse, abuse, neglect, or accident;
      5. the Company’s total maximum liability in relation to any order is the amount paid by the Customer in relation to that order.
    3. In no event will the Company be liable to the Customer for loss of sales or other direct, indirect or
      consequential loss.
  10. Dispute Resolution.
    A party seeking to resolve a dispute relating to these Terms (Dispute) must notify the other party in writing and
    both parties must use their best endeavours to resolve the dispute by negotiation for a period of 30 days from the
    date of the written notice. If the parties fail to resolve the dispute in that thirty-day period, either can they must
    refer the dispute to mediation under the rules of conciliation of the Australian Commercial Dispute Centre
    (ACDC). If the dispute is not resolved within thirty days from the date of referral to the ACDC, either party is free
    to commence court or tribunal proceedings. Nothing in this clause will prevent a party from seeking interlocutory
    relief through courts of appropriate jurisdiction.
  11. Governing Law.
    The Terms are governed by the laws of the State of Victoria, Australia and the parties submit to the nonexclusive jurisdiction of the courts of that State.
    12. Entire agreement.
    The Terms contains the whole of the agreement between the parties regarding the supply of Products.
  12. Waiver.
    Any failure by a party to compel performance by the other party of any of the Terms will not constitute a waiver of
    Terms or conditions or diminish rights arising from their breach.
  13. Use of Name or Logo.
    The parties will not use the name, logo or other indicia of the other party without the prior written consent of that party.
  14. Force Majeure.
    If a party is prevented from performing its obligations under the Terms because of a circumstance beyond its
    reasonable control the obligations of that party will be suspended for so long as that circumstance continues.
  15. Severance.
    Any illegal or invalid provision of the Terms will be severable to the extent required to make this agreement
    enforceable
    and all other provisions will remain in full force and effect.
  16. Assignment.
    The Customer may not assign its rights or obligations under the Terms without the prior written consent of the
    Company.
  17. Relationship.
    Each party enters the Terms as an independent contractor and nothing in the Terms will create any otherrelationship between them, including any relationship of partnership, agency, trust, joint venture or otherwise.