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Readikit® Modular Kitchen Solutions
- INTERPRETATION
- 1.1 In these terms and conditions of sale:
- (a) we” or “us” or “the Company”
means Laminex Group Pty Limited
(ABN 98 004 093 092) trading as
The Laminex Group and any
Related Body Corporate as defined
in Section 9 of the Corporations Act
2001 (Cth) including but not limited
to Wesfi Manufacturing Pty Ltd
(ABN 72 008 671 565) trading as
Cullity Timbers;
- (b) you” means the Customer stated in
the Application and any other
person offering to contract with us
on these terms and conditions or,
where such person is acting in the
course of employment, such
person's employer;
- (c) “Goods” means goods supplied by
us to you from time to time;
- (d) “Agreement” means the agreement
set out in Section A for purchasing
Goods on credit (and incorporates
those terms and conditions as
amended from time to time).
- SUPPLY
-
2.1 You will purchase and we will supply
goods to you on the following terms and
conditions. However, we are not obliged
to supply goods to you when requested
to do so.
- 2.2 All additions and amendments to these
terms and conditions must be in writing
signed by us.
- QUOTATIONS AND ORDERS
-
3.1 Any quotation or price list given by us to
you does not constitute an offer to sell
Goods to you. We reserve the right to
alter the quote or price list without notice
to you.
- 3.2 By ordering Goods, you are making a
binding offer to purchase those Goods.
We will notify you of our acceptance of
your order in writing. Alternatively, our
manufacture of Goods or delivery of
Goods pursuant to your order shall be
deemed acceptance of your offer to
purchase.
- 3.3 We reserve the right to modify the
design of Goods, and cease to
manufacture or supply Goods without
notice.
- 3.4 You agree to pay us a minimum order
charge at the rate as advised by us from
time to time in respect of any order of
less than $100.00.
- 3.5 Orders may be subject to a logistics fee
charged at the rates advised by us from
time to time
- PRICES, GST, FREIGHT AND INSURANCE
- 4.1 Unless otherwise expressly agreed in
writing, the price of the Goods shall be
the price specified in our invoice plus
the amount which we are required to
pay on account of any charges which
may be levied by any government
(domestic or foreign) plus any amount
that reflects any increase in exchange
rates, costs of labour, materials and
overheads.
- 4.2 You are responsible for all freight costs.
If you nominate a carrier, this must be
advised to us in writing in the absence
of which we will choose a carrier.
- PAYMENT
-
5.1 You agree that until we confirm that
credit terms have been granted to you,
all Goods are supplied on a cash before
delivery basis.
- 5.2 Unless otherwise agreed, all amounts
owing to the Company on account of
Goods supplied to you on credit are due
and payable by the last working day of
the month following dispatch of invoices
to you.
- 5.3 You may pay by Visa, MasterCard or
Bankcard. However, we reserve the
right to charge a credit card handling fee
for effecting payment by this method at
the rate advised by us from time to time.
- 5.4 You agree that if you fail to pay in
accordance with this clause 5, we may:
- (a) charge a late payment fee on all
amounts paid by credit card;
- (b) charge interest on debts at four
percent (4%) above the rate
prescribed pursuant to the Penalty
Interest Rates Act (Vic) from time to
time;
- (c) charge a dishonour handling fee at
the rate advised by us from time to
time where we are unable to obtain
payment from your credit card provider or a cheque is not paid by
your bank;
- (d) recover all collection costs and
expenses incurred in collecting
overdue accounts;
- (e) withhold supply;
- (f) sue for the money owing on the
Goods.
- 5.5 Any forbearance by us in charging any
of the fees set out in clause 5 does not
constitute a waiver of our right to do so
in the future.
- RISK IN THE GOODS
Subject to clause 7.2, the risk of loss or
damage to the Goods passes to you on the
date and at the time that the Goods are
delivered to your premises 0r at the date
and time the goods are collected from the
Company's warehouse.
- DELIVERY
- 7.1 We reserve the right to deliver Goods by
instalments. Any delivery times notified
to you are estimates only. If you request
us to postpone delivery of the Goods
beyond the delivery date or dates
specified in your order, we may agree to
do so if you agree to pay an additional
fee for such postponement.
- 7.2 If we do not receive delivery
- 7.3 instructions sufficient to enable us to
dispatch the Goods within fourteen(14)
days of you being notified that the
Goods are ready for delivery, you shall
from the fifteenth day after notification:
- (a) be deemed to have taken delivery
of the Goods;
- (b) be liable for storage charges,
payable monthly on demand;
- (c) assume risk in the Goods.
- 7.4 Containers (which includes but is not
limited to stillages, formers and
pallets) in or on which Goods are
delivered and for which a deposit
charge is made, remain our property.
Upon the containers' return in good
order the deposit will be returned to
you. We reserve the right to deduct
moneys from your deposit to
compensate us for any damage to the
container(s).
- CLAIMS AND LIABILITIES
- 8.1 Any claim by you as to breach of these
terms and conditions must be made to
us in writing within fourteen (14) days of
delivery, for which time is of the
essence.
- 8.2 You have the benefit of conditions and
warranties implied by the Trade
Practices Act 1974 (“the Act”) and
nothing in these terms and conditions is
intended to exclude, restrict or modify
any statutory obligation we have if that
cannot lawfully be effected. References
to specific provisions of and
circumstances arising under the Act are
intended to include reference to
equivalent or similar provisions of and
circumstances arising under any State
or Territory enactment.
- 8.3 Should we be liable for breach of a
condition or warranty implied by Division
2 of Part V of the Act (not being a
condition or warranty implied by Section
69 of the Act), our liability for the breach
will, subject to Section 68A(2) of the Act,
be limited to one of the following as
determined by us:
(a) the replacement or repair of the
Goods or the supply of equivalent
Goods; or
(b) the payment of the cost of replacing
or repairing the Goods or of
acquiring equivalent Goods.
- 8.4 Subject to any legislation to the
contrary:
- (a) to the fullest extent permitted by
law, all express and implied terms,
other than the ones set out in these
terms and conditions are excluded;
- (b) to the fullest extent permitted by
law, we are not liable for any injury
to or death of any person or loss
(including loss of profits or
consequential loss) or damage to
property arising from any act or
omission by you, us or any other
person (including any loss or
damage arising from our
negligence);
- (c) you indemnify us against:
-
(i) any claims made against us by any
third party in respect of any loss,
damage, death or injury as is set out
in clause 8.4(b); and
- (ii) all losses and expenses which we
may suffer or incur due to your
failure to observe fully your
obligations under the Agreement
incorporating the terms of the
application; and
- (d) we make no representation,
warranty or undertaking about the
compliance of the Goods with any
statutory requirements relating to
the marketing of Goods. You
acknowledge that you alone are
responsible for compliance of the
Goods with this legislation.
- 8.5 We will not be responsible for nondelivery or delay in delivery of any
Goods due to any cause beyond our
reasonable control, notwithstanding that
the cause may be operative at the time
of entering the contract of sale. Where
such non-delivery or delay occurs, we
may deliver the Goods not delivered or
delayed at any subsequent time and
you must accept and pay for them.
8.6 Where we give a date of intended
delivery, this will be subject to the
Goods ordered being available and our
being able to make the delivery on that
date.
- RETURNED GOODS
Where Goods are returned to us, credit will
only be issued under the following
conditions:
- 9.1 RETURN AUTHORISATION:
- (a) A Goods Return Credit (“GRC”)
authority number must be obtained
from the supply point prior to the
return of any Goods. We may refuse
to give a GRC authority or accept
the return of any Goods;
- (b) You must provide the invoice
number and date of purchase before
a GRC will be issued;
- (c) The GRC authority number must be
clearly marked on the packaging of
Goods returned to us. Failure to
comply with this requirement could
result in our refusing to accept
delivery of the returned Goods.
- 9.2 CREDIT:
All claims for credit must be supported by:
- (a) carriers consignment note or similar
receipt of delivery;
- (b) our relevant invoice number; and
- (c) the GRC number issued by us.
- 9.3 UNACCEPTABLE RETURNS:
Without in any way limiting our discretion to
refuse to accept the return of any Goods,
the following Goods will
not be returnable:
- (a) any Goods that have been held by
you for more than fourteen (14)
days; or
- (b) any Goods which are not in original
condition; or
- (c) any Goods that are manufactured
as made to order (“mto”) items
unless faulty. Any manufacturing
surcharge is non refundable.
- 9.4 FAULTY GOODS:
We will only recognise claims for faulty
Goods that are lodged within seven (7) days
of you receiving the Goods.
- 9.5 CARRIER:
Goods must be returned by the carrier
specified by us.
- 9.6 RESTOCKING FEE
You agree to pay us a restocking fee at the
rate advised by us from time to time.
- RETENTION OF TITLE
- 10.1 In relation to Goods supplied to you,
property in those Goods shall remain
with us until the later of:
(a) payment in full for the Goods; and
(b) payment in full of all other moneys
owing or unpaid by you to us
including moneys in respect of
Goods previously or subsequently
supplied to you by us.
- 10.2 In relation to Goods supplied to you
for which payment in full has not been
received:
- (a) the relationship between you and us
shall be fiduciary;
- (b) you will hold those Goods as bailee
for us;
- (c) where you sell those Goods, you
have no power to commit us to any
contract or liability, but as between
you and us you will sell as fiduciary
agent;
- (d) we will be given full ownership of
any new goods or objects formed if
you transform our Goods into other
products or affix those Goods to
other objects;
- (e) where those Goods are disposed of,
the moneys resulting from the
disposal and all other proceeds
(tangible or intangible) received in
respect of the Goods, including
insurance proceeds will be kept
separately in trust for us;
- (f) where those Goods are disposed of,
you may only dispose of the Goods
in the ordinary course of your
business on commercially
reasonable terms;
- (g) you will keep records of those
Goods;
(h) you undertake that until you deliver
the Goods to a third party, you will
store the Goods on your premises
separately from your own goods, or
those of any other person, and in a
manner which makes the Goods
readily identifiable as our Goods;
and
- (i) you agree that our employees or
agents may enter upon any of your
premises (doing all that is necessary
to gain access) where it is
reasonably thought Goods supplied
under this agreement might be
stored for the purpose of examining
or recovering the Goods.
- CHARGE
You hereby char in favour of us:
- 11.1 all property in which you now or in
the future have any title or interest in
as security for any and all monies
owing to us and you hereby consent
to us lodging a caveat which notes
our interest in that real property;
- 11.2 all your personal property including
without limitation all the stock, motor
vehicles, plant and equipment and
debtors that you now or in the future
own as security for any and all
monies owing to us and you hereby
consent to us registering with any
competent authority our interest in
that personal property.
- SET OFF
You agree that:
- 12.1 we may set-off any credit amount
that we owe to you against any debit
due by you to us;
- 12.2 you are not entitled to withhold
payment of any money in respect of
any set-off or claim you might have
against us.
- WARRANTIES
- 13.1 Notwithstanding any other provision
in these terms and conditions we
warrant that any Goods sold by us
will be free from defects under
normal use for a period of twelve
(12) months after delivery. This
warranty does not cover any Goods
which are not manufactured by us.
- 13.2 For the purpose of making any
claim, you must immediately upon
becoming aware of circumstances
giving rise to a claim under this
clause, notify us in writing setting
out full particulars of the claim.
- ACTS OF DEFAULT
If you:
- 14.1 fail to pay for any Goods on the due
date; or
- 14.2 otherwise breach this Agreement
and fail to rectify such breach within
seven (7) days notice; or
- 14.3 cancel delivery of the Goods; or
- 14.4 commit an act of bankruptcy; or
- 14.5 allow a trustee in bankruptcy or
receiver and manager to be
appointed to you or any of your
property; or
- 14.6 allow distress to be levied or a
judgment, order or security to be
enforced, or to become enforceable
against your property; or
- 14.7 are a company and:
- (a) proceedings are commenced to wind you
up or any of your subsidiaries; or
- (b) a controller, receiver, administrator,
liquidator or similar officer is
appointed to you or in respect of any
part of your property, then we and
our agents may enter upon your
premises (doing all that is necessary
to gain access) where Goods
supplied under this contract are
situated at anytime and retake
possession of any or all of the
Goods
we have supplied to you; and
- 14.8 we reserve the right to:
- (a) resell the Goods concerned; and
- (b) terminate the agreement.
- RESALES
- 15.1 If we conduct a re-sale pursuant to
clause 14:
- (a) we may do so at our premises or
place; and
- (b) the re-sale may, at our
discretion, be by public or private
sale; and
- (c) we may recover from you as
liquidated damages for our loss of
bargain, the difference between the
resale price and the unpaid price
(together with any incidental
damages, such as holding expenses
and charges but less expenses
saved as a result of your breach).
- 15.2 If applicable Goods cannot be sold
within three (3) months of the first
attempted sale, those Goods will be
deemed to have a re-sale price of
nil.
- GOVERNING LAW
This contract is governed by the laws of
Victoria. You and the company irrevocably
submit to the exclusive jurisdiction of the
Victorian courts and federal courts sitting in
Victoria.
- WHOLE AGREEMENT
These terms and conditions together with
Section A of this agreement embody the
whole agreement between the parties and,
subject to the express terms contained in
any written order or written acceptance
thereof, all previous dealings,
representations and arrangements are
hereby excluded and cancelled.
- CESSATION OF SUPPLY
Our agreement to continue to deliver or sell
goods to you is always conditional upon our
being satisfied of your ability to pay and
comply with these terms and conditions. If
we cease to be so satisfied we may suspend
and/or terminate deliveries and shall not be
liable in any way for any claim, damage,
expense or cost suffered by you.
- SEVERANCE
Should any part of these terms and
conditions be held to be void or unlawful,
these terms and conditions will be read and
enforced as if the void or unlawful provisions
have been deleted.
SCHEDULE OF FEES AND CHARGES
MINIMUM ORDER CHARGE
Where orders of less than ONE HUNDRED
DOLLARS ($100.00) are placed with us at
any one time, a charge of TEN DOLLARS
($10.00) (exclusive of GST) will apply.
RESTOCKING FEE
A Return To Store (“RTS”) fee calculated at
ten percent (10%) of the invoiced value of
the Goods returned with a minimum of
TWENTY-FIVE DOLLARS ($25.00)
(exclusive of GST), where Goods are
returned as a result of order errors made by
the customer. Over ordered Goods may not
be accepted after fourteen (14) days from
date of invoice. Made to order, special order
goods and half or cut down sheets will not
be accepted for RTS.
RETURNED CHEQUE FEE
Where a cheque issued for payment of
Goods or payment of a credit account is
dishonoured by a customer's bank, a
returned cheque fee of TWENTY-FIVE
DOLLARS ($25.00) (exclusive of GST) will
apply.
CREDIT CARD ADMINISTRATION FEE
A credit card administration fee of two
percent (2%) plus GST of the face value of
the transaction will apply where payment of
accounts is made by credit card outside
agreed trading terms.
LOGISTICS FEE
A logistics fee may be charged on orders
details are available from the branch of
despatch. |
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