1. Definitions: In these conditions the following expressions shall have the meanings:
“The Company” means HAFELE AUSTRALIA PTY. LTD. (ABN 51 006 021 432).
“The Customer” means the persons, firm or company from whom the order is received or its legal assigns or successors.
“The Goods” means those items specified in the Customer’s order accepted by the Company. “The Contract” means the agreement between the Company and the Customer for the supply of Goods.
“The Consumer” means an individual or individuals, who are not acquiring the Goods for business purposes.
2. The Customer accepts that these conditions shall apply to all relations between it and the Company to the exclusion of any other terms including any conditions, warranties or representations written or oral, expressed or implied. No condition contained in any of the Customer’s documents which purport to take precedence over these terms shall prevail. No variation of these conditions shall be valid unless agreed to in writing and signed by an authorised person on behalf of the Company and the Customer.
3. No employee or agent of the Company has any authority to make or give any representation or warranty whatsoever, whether verbal or written, in relation to the Goods. The provision of any quotation or estimate by the Company does not form part of any offer or representation made by it.
All specifications, drawings, descriptions and catalogues issued by, or on behalf of the Company are intended merely to give a general description of items supplied by the Company and any person reading them may not rely on anything contained as being a representation of fact concerning the Goods produced by the Company or a warranty relating to the Goods, whether as to their condition or otherwise.
4.
a) All orders made by a Customer must be in writing and orders will only be accepted by the Company in writing or by delivery of the Goods ordered from the Company by the Customer.
b) The Company will ship standard pack quantities only.
5. The Company reserves the right to amend the order placed by the Customer and the Company will then advise the Customer who may within seven days’ by written notice cancel the Contract. In all other cases of cancellation the Customer will be liable to the Company for all costs or work carried out and parts or materials ordered by the Company up to the date of cancellation.
6. Unless otherwise expressly provided in the Contract the price to be paid by the Customer to the Company is strictly net cash before despatch of the Goods or confirmed irrevocable letter of credit. In both cases payment shall be in Australian Dollars.
7. Notwithstanding anything else contained in this Contract, the Company is under no obligation to deliver the Goods, if the Company has reasonable doubts as to the solvency of the Customer. The Company shall in those circumstances not be liable if it elects to withhold the Goods and such retention shall not amount to a repudiation of the Contract.
8. Whilst the Company shall make every effort to place the goods at the disposal of the Customer in accordance with any times stated in the Contract time shall not be of the essence in this regard.
9. If the Customer does not take delivery of the Goods on the date specified in the Contract otherwise than through any act or omission of the Company, then payment for the Goods shall be due from the Customer on the date given in the Contract for delivery of the Goods together with interest at the rate of eighteen percent (18%) per annum until payment.
10. The Company will deliver within Australia, using its standard transport carrier, and will charge a delivery charge per order. All deliveries outside Australia are ex works, and risk shall pass to the Customer when the Goods leave the Company’s premises.
15. Subject to Clause 14 the Company shall be under no liability whatsoever in regard to the Goods or the services provided under the Contract and the provisions of this condition shall exclude any warranty or condition which might but for this condition be implied by statute, common law, custom or otherwise and the Company shall be under no further, or other liability whatsoever in respect of loss or damage caused directly or indirectly by any failure or defect in the design, performance, quality or condition of the Goods even if the same frustrates further performance of the Contract. In any event the Company’s liability in respect of the Goods or the services provided under the Contract proving defective shall be limited to the cost of replacement, repair or rectification unless the same shall relate to personal injury or death and only then and if to the extent that the same shall arise out of the Company’s negligence.
16. The Customer shall indemnify the Company in respect of any loss, injury, expense or claim of whatsoever nature and howsoever arising out of the Contract or the Goods, or their storage, installation, use, operation or maintenance save to the extent that the same is caused by the negligence of the Company, its servants or agents, including the Company’s subcontractors.
17. If the Company is prevented, or delayed from, or in performing any of its obligations under the Contract by force majeure, which shall include but not be limited to strikes, lock-outs or other industrial action, whether or not by, or involving employees of the Company, then the Company may give notice in writing to the Customer or the circumstances constituting force majeure and of the obligation, performance of which is delayed or prevented and shall be excused from compliance with such obligations for as long as such circumstances may continue. If by virtue of this Clause either party is excused from compliance with any obligation for a continuous period of four calendar months then without prejudice to any other right or remedy either party may forthwith terminate the Contract by giving notice in writing to the other.
18. The Company shall not be liable in any circumstances whatsoever to the Customer for:
a) Any loss of profits or contracts suffered by the Customer.
b) Any loss or damage in circumstances over which the Company has no control.
19. These conditions shall be governed by the laws of the State of Victoria.
20. Where appropriate the singular shall include the plural, the plural the singular and where there are two or more persons comprised in the definition of the Customer, then the obligations imposed herein on the Customer shall be deemed to be joint and several.
Hafele Australia Pty. Ltd.
ABN 51 006 021 432
PO Box 1066 Dandenong VIC 3175
8 Monterey Road Dandenong VIC 31 75
info@hafele.com.au www.hafele.com
REV. 05.2006
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11. Until the Company has been paid in full for all Goods supplied by it to the Customer under any Contract whatsoever between the Customer and the Company:
a) The property in the Goods shall remain in the Company.
b) Should the Goods or any of them be affixed or added to any other item, such affixation shall in no way affect the right of the Company to ownership of the Goods, or its right to detach them from any items to which they have been affixed.
c) The Customer shall store the Goods separately and in such a way that they can be readily identified as being the property of the Company, should the Company so require.
d) Subject to (e) and (f) below the Customer shall be at liberty to sell the Goods in the ordinary course of business on the basis that the Customer shall be under a fiduciary duty to the Company to account to the Company for the proceeds of such sale but may deduct from such proceeds the amount by which the proceeds exceed the total amount due from the Customer to the Company under any contract whatsoever, provided that the Customer shall have no authority to enter into any contract of sale on behalf of the Company. Any contract of sale shall be accordingly concluded in the name of the Customer.
e) The Company may at any time revoke the Customer’s power of sale by notice to the Customer if the Customer is in default for longer than seven days in payment of any sum whatsoever due to the Company by the Customer, or if any bill of exchange,cheque or any other negotiable instrument drawn or accepted by the Customer in favour of the Company is dishonoured on presentation for payment or if the Company has reasonable doubts as to the solvency of the Customer.
f) The Customer’s power of sale shall automatically cease if a receiver is appointed over any, or all of the assets or undertaking of the Customer or a winding up order is made against the Customer or the Customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction or amalgamation) or calls a meeting of, or makes any arrangement or composition with creditors or commits any act of bankruptcy.
g) Upon determination of the Customer’s power of sale under (e) or (f) above the Customer shall place the Goods at the disposal of the Company who shall be entitled to enter upon any premises of the Customer for the purpose of removing such Goods and to remove such Goods from the premises.
h) Where payment is made by means of a bill of exchange, cheque or other negotiable instrument, the Company shall not be deemed to have received payment for the purpose of this clause until the bill of exchange, cheque or other negotiable instrument has been offered on presentation for payment and the Company has received value for it.
12. Where the Company agrees, in its discretion, to provide extended terms to the Customer, then the Customer shall pay in full for all Goods supplied to it by the Company within thirty (30) days of the end of the month in which the invoice is issued. In the event that the Customer fails to pay the whole amount or any part in the time prescribed then:
a) The whole or any part of the monies outstanding on the invoice shall become immediately due and payable; and
b) Interest on the whole or any part of the monies outstanding on the invoice shall accrue at the rate of eighteen percent (18%) per annum from and including the day after the time prescribed, and shall be compounded on a daily basis.
13. The Company reserves the right to waive or enforce the provision of Clause 12 at its absolute discretion.
14.
a) Where the Customer is a Consumer, the Company will provide a refund for any goods which:
(i) are or become faulty through no fault of the Consumer,
(ii) are not fit for a stated purpose or a purpose the Consumer has made known to our sales personnel,
(iii) do not match a description or sample, or at the Consumer’s option will arrange for the repair or replacement of the goods, where practicable. The Consumer should retain a receipt as proof of purchase.
b) Where the Customer is not a Consumer:
(i) Unless any complaints about the quality or quantity of Goods are received by the Company within thirty (30) days of delivery the Customer shall be deemed to have accepted the Goods.
(ii) In order to claim any loss or damage, notification must be made to the Company, and the carriers within three days of receipt, and within fourteen days of date of despatch in the case of non-delivery.