Terms and conditions
- 1. Definitions
- 1.1 In these terms and conditions, unless the context otherwise requires;
'goods' means the products, components, items or goods which the Company contracts to supply to or for the Customer or to which any services undertaken for the Customer relates.
'the Customer' means the person with whom the Company has contracted for the supply of any goods or services.
'the Company' means Drovers Australia trading as OS ID [ABN 69 164 379 051].
- 1.1 In these terms and conditions, unless the context otherwise requires;
- 2. Supply
- 2.1 All goods and services will be supplied to or for the Customer on these terms and conditions only, unless the Company agrees in writing to any change.
- 2.2 The Company will not be bound by any conditions included in the Customer's order, or otherwise proposed by the Customer, unless the Company accepts them in writing, and any supply made by the Company to the Customer shall not be deemed to constitute an implied acceptance by the Company of any terms or conditions offered or proposed by the Customer.
- 2.3 Acceptance by or for the Customer of the goods or services supplied by the Company shall be an acceptance of these terms and conditions, except as otherwise agreed in writing.
- 3. Prices and Payment
- 3.1 All prices quoted by the Company are, unless expressly stated to the contrary, exclusive of all freight and insurance costs. Goods and Services Tax, and all other taxes, duties and levies which may be assessed or levied in respect of the supply of the goods or services supplied to or for the Customer, and all such costs, taxes, levies and duties are payable by the Customer in addition to the price.
- 3.2 Payment for goods and services supplied must be made to the Company prior to the despatch of goods unless otherwise agreed in writing by the Company.
- 3.3 All prices are payable in Australian currency or as otherwise specified by the Company in any quotation given, and shall be paid to the Company at Brisbane, Australia or otherwise as may be agreed on between the Company and the Customer.
- 3.4 In the case of export sales, payment shall be made by telegraphic transfer to the Company, or as otherwise agreed to by the Company, prior to the dispatch of goods.
- 3.5 The Company is entitled to recover interest on all overdue accounts overdue at a rate equal to four per centum (4%) per annum above the overdraft rate charged or which would be chargeable to the Company by the Company's principal banker. The company's secretary's certificate as to such overdraft rate is conclusive evidence of the interest rate.
- 3.6 The Company is also entitled to recover costs (on an indemnity basis) incurred in the collection of overdue accounts.
- 3.7 Notwithstanding anything to the contrary in these terms, the Company may at any time require payment or security for payment prior to delivery of any goods and may suspend performance of its obligations until arrangements are provided to the Company's satisfaction.
- 3.8 The Customer is not entitled to withhold payment of or to make any deduction from the price.
- 3.9 Receipt of a cheque, bill of exchange, or other negotiable instrument by the Company shall not constitute payment until cleared funds are received to the account of the company.
- 4. Delivery
- 4.1 Delivery to the Customer is deemed to be made when the goods are delivered to the nominated address by the Company's transport.
- 4.2 The goods may be delivered in instalments and each such delivery shall be construed as a separate contract for which prices shall be apportioned pro rata.
- 4.3 Failure to make any delivery does not prejudice the right of the Company to make subsequent deliveries, however it shall be at the Customer's discretion to refuse to accept the same or to terminate the supply contract either in whole or in part.
- 4.4 The Company shall not be liable for failure to deliver the goods or to carry out any services or for any delay in respect thereof where such failure or delay is caused or contributed to by force majeure, or any other reason beyond the control of the Company.
- 5. Risk and Insurance
- 5.1 The risk in the goods shall pass to the Customer on delivery.
- 5.2 Where the Customer returns goods to the Company under a warranty claim, goods are at the risk of the Customer until the goods have been received (and signed for) by a duly authorised officer of the Company.
- 6. Title
- 6.1 Notwithstanding that credit may be allowed or extended to the Customer for payment of the goods or that risk may pass to the Customer, the title to and ownership of the goods shall not pass to the Customer until all monies payable to the Company have been paid in full, and prior to such payment being made, the Customer shall hold the goods and all proceeds arising from the sale thereof upon trust for the Company.
- 6.2 Goods belonging to the Company must at all times be stored and identified as such. In the event of any doubt as to whether any goods in the possession of the Customer belong to the Company or to the Customer the Company's determination thereof shall be final and conclusive except in the case of manifest error. The onus of proving any such error shall be on the Customer.
- 7. Proprietary Rights, Drawings and Confidentiality
- 7.1 All intellectual property rights in any general or detailed tooling drawings which are produced by the Company at its discretion as an aid to providing services to the Customer shall be and remain the exclusive property of the Company.
- 7.2 The Customer acknowledges that the Company has intellectual property rights (including but without limitation, patents, registered designs and trademarks) in respect of the goods, and undertakes to not infringe those rights.
- 8. Limitation of Liability
- 8.1 The Company's liability arising from any supply of goods or services shall be limited to the price of the relevant goods or service, or the actual loss or damage suffered, whichever is the lesser.
- 8.2 Under no circumstances will the Company be liable for indirect or consequential loss of any kind whatsoever, including any loss to the Customer or any other person arising out of the use or misuse of the goods and whether alone or in combination with any other products or substances. The Buyer will indemnify the Company for any claims arising out of the use of the goods or actions or events outside of the Company's control.
- 9. Variations
- 9.1 Any variation to any supply contract is at the sole discretion of the Company. Performance or partial performance of any variation or condition made otherwise than in writing and accepted by the Company is not deemed a waiver or variation of this clause. The Company shall not be liable to the Customer or any other person claiming through or under the Customer for any errors or omissions arising partly or wholly from an ambiguity in the Customers order or from any other cause whatsoever outside the control of the Company.
- 10. Cancellation
- 10.1 Any variation or cancellation of a supply contract is at the sole discretion of the Company. The Customer acknowledges that no cancellations are accepted for any specially marked orders. If the Company accepts a cancellation or variation, then the Company may require the Customer to reimburse the Company for all costs.
- 10.2 The Company shall be entitled to cancel any supply contract if:
a. The Customer, being a company or body corporate, enters external administration of any form or, being a natural person, becomes bankrupt or enters a composition of creditors under the Bankruptcy Act; or
b. If for reasons beyond the reasonable control of the Company it is not feasible or practicable for the Company to give effect to the contracts.
- 11. Returns
- 11.1 Goods are not accepted for return without the quotation of a valid customer return number issued by the Company.
- 11.2 Goods accepted for return, which were incorrectly ordered by the Customer, will incur a restocking fee of five percent (5%) of the pre tax cost of the product.
- 12. Governing Law
- 12.1 Unless otherwise stipulated by the Company this contract in all respect will be interpreted in accordance with and governed by the laws of the State of Queensland, Australia.
- 13. Invalidity
- 13.1 In the event that any provision or provisions of these terms and conditions are invalid for any reason whatsoever (including, but not limited to, by virtue of the provisions of any statute or rule of laws) the remaining provisions of these terms and conditions shall remain in full force and effect except only to the extent of such invalidity these terms and conditions shall be deemed to have amended so as to remove such invalidity.