City Shelving & Storage Systems Terms & Conditions.
1.1 In these Terms and Conditions of Sale:
1.1.1 "the Company" means Covina Pty Ltd T/As City Shelving & Storage Systems
(ABN 62 058 239 044);
1.1.2 "the Customer " means the person, firm or Company ordering or buying the goods from the Company;
1.1.3 "the Goods" means goods or services supplied by the Company to the Customer.
1.2 These conditions shall apply to and be incorporated into every agreement between the Company and the Customer under which the Company supplies goods or services at the request of the Customer.
1.3 No contract in respect of the Goods will arise between the Company and the Customer until the Customer's purchase order has been accepted by the Company.
1.4 These conditions shall take precedence over any conditions set out in any communication or document of the Customer regardless of the date or time of such communication or document and shall not be varied without the express written consent of the Company.
1.5 Any quotation and contract between the Company and the Customer shall in all respects be deemed to have been made in New South Wales and shall be governed by the courts or forums of that state.
2.1 All orders are accepted on the condition that the Goods will be invoiced at the prices ruling at the date of despatch.
2.2 Where the Company issues a written quotation or tenders a price, then such quotations/tenders shall remain open for a period of 30 days from the date of submission unless withdrawn by the Company prior to receipt of acceptance thereof by the Customer in writing.
2.3 The Company shall not be bound by the tenders and or quotations not in writing.
2.4 Prices quoted are subject to the Customer's order being for the whole quantity stated in the tender/quotation.
2.5 Prices do not include GST or other Government duties or imposts and where applicable this will be charged separately.
3.1 All prices are strictly nett. Unless the Customer has written approval for credit, all sales are cash or bank cheque upon delivery.
3.2 The Company reserves the right to charge the Customer a deposit of up to 100% of the purchase price of the Goods for items that are custom made or non standard sizes.
3.3 Credit terms are subject to acceptance of an application for credit and validation of trade references, and are strictly 7 or 30 days from invoice date depending on the relevant customer history
3.4 In the event that payment shall not have been made by such date the Company shall be entitled to recover interest on the amount outstanding at the rate of 18% per annum calculated on a daily basis.
3.5 The Customer will pay all collection costs including but not limited to bank and legal expenses and debt collection commissions incurred in obtaining payment for any amounts owing to the Company in respect of the Goods.
3.6 The granting of any credit by the Company to the Customer shall be at the Company's absolute discretion and may be revoked at any time whereupon any and all amounts owing to the Company shall be paid immediately.
4.1 Offers made by the Company to deliver from stock are made on the express understanding that the offer stands only if the articles concerned are unsold at the time the Customer's acceptance is received by the Company.
4.2 Unless otherwise agreed by us in writing the place of delivery shall be the Company's premises.
4.3 Any times quoted for delivery are to date from receipt of a written order. All such times are to be treated as estimates only, involving no contractual obligations unless a guarantee in writing has been given by us provided for delivery on a specific date.
4.4 The Company reserves the right to make a reasonable charge for storage if delivery instructions are not provided by the customer within 7 days of a request by the Company for such information.
4.5 Unless otherwise specified by the Company, the quantity of the Goods supplied may vary by up to 5% over or under the quantity ordered. The customer will be charged for the actual lesser or higher quantity of the Goods delivered.
5. Passing of Risk
5.1 Risk in each order shall pass from the Company to the Customer at the time the Goods are in a deliverable state, or the Goods are delivered to a carrier or other bailee (whether named by the buyer or not) for transmission to the Customer whether the time for payment or delivery or both be later.
6. Retention of Title
6.1 Irrespective of any credit arrangement between the Company and the Customer, the Company reserves the following rights in relation to the Goods until all accounts owed by the Customer to the Company are fully paid:
6.1.1 Legal ownership of the Goods.
6.1.2 Upon the occurrence of any of the following events to enter the Customers premises (or the premises of any associated company or agent where the goods are located) without notice and without liability for trespass or any resulting damage and retake possession of the Goods.
a) the Customer, being a natural person, committing an act of bankruptcy or being declared insolvent
b) the Customer being a corporation, proceedings are commenced to wind up the Customer or the Customer is placed under official management or a receiver is appointed over the Customer's undertaking or property or any part thereof or the Customer is placed under any other form of insolvent administration;
c) the Customer enters into some arrangement or assignment for the benefit of its creditors;
d) the Customer disposes or parts with possession of the Goods otherwise than expressly authorised by this agreement;
e) the Customer, in the opinion of the Company, is in breach of any of the terms of this agreement.
6.1.3 To keep or sell any goods repossessed pursuant to 6.1.2 above.
6.2 If the Goods are resold, or products are manufactured using the Goods are sold by the Customer, the Customer shall hold such part of the proceeds of any such sale, as represents the invoice of the Goods sold or used in the manufacture of Goods sold, in a separate identifiable account as the beneficial property of the Company and shall pay such amount to the Company on request.
6.3 Notwithstanding the provisions above, the Company shall be entitled to maintain an action against the Customer for the purchase price and the risk of the Goods shall still have passed to the Customer upon delivery.
7. Loss or Damage in Transit
7.1 The Company is not responsible for any loss or damage for Goods in transit, but will render all reasonable assistance to the Customer in lodgement of claims on carriers in respect of such loss or damage.
7.2 Unless otherwise agreed in writing, the Company does not effect insurance on goods forwarded from our premises.
8. Cancellation of Orders and Returns
8.1 The Company shall be under no obligation to accept Goods returned by the Customer and may do so only on terms to be agreed in writing in each individual case that may include a restocking and handling fee. The normal handling and restocking fee is 25%
8.2 Orders cannot be cancelled except with our agreement in writing and upon terms that will indemnify the Company against all losses and including adequate compensation.
8.3 Orders or balance of orders may be cancelled by the company in the event of any failure by the Customer to adhere to the terms of the contract or if the Company suspects the credit worthiness of the Customer.
9. Warranty and Limitation of Liability
9.1 The Customer shall satisfy itself as to the suitability of the Goods for the purpose for which they are required by the Customer and the Company shall not be liable for any loss or damage direct or indirect should the goods not be suitable for such purpose.
9.2 Except as provided herein, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the Goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are hereby expressly excluded and the Company shall not be liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, layout, assembly, installation or operation of the goods or arising out of the Company's negligence or in any way whatsoever.
9.3 The Company's liability for a breach of a condition or warranty implied by Division 2 of Part V of the Trade Practices Act 1974 (other than s.69) is hereby limited to any one or more of the following:
9.3.1 the replacement of the goods or the supply of equivalent goods;
9.3.2 the repair of the goods;
9.3.3 and in respect of our services is limited to supplying those services again.
9.4 Where the Customer rightfully refuses to accept the Goods, the Customer must return them to the Company.
9.5 The Customer shall be deemed to have indemnified the Company against all claims, demands, damages, penalties, costs, charges and expenses to which it may become wholly or partially liable where the Goods to be supplied are in accordance with the Customers specification, or at the Customer's request, and involving an infringement or alleged infringement of any patent, registered design or formula or composition.
10. Frustration (Force Majeure)
10.1 In the event of a 'force majeure' the Company shall be entitled to either rescind the contract (without being liable for damages) or to extend the delivery (or time for performance) by a reasonable period of not less than the duration of such 'force majeure' and all liability under any contract including liability for damages whether specified or otherwise shall be terminated.
10.2 'Force majeure' shall include all happenings beyond the Company's absolute control or in consequence of which the Company cannot readily execute its obligations and without prejudice to the generality of the foregoing the expression shall include all strikes, lockouts, trade disputes, fires, accidents, damage or breakdown of plant and equipment, delay in receiving supplies, import or export restrictions in respect of raw materials and/or components involved disabling or adverse exchange regulations, civil disorders, outbreaks of war or any other event of contingency beyond the Company's absolute control and 'force majeure.'