1. These terms and conditions apply to all transactions, until such time as they are varied in writing and the variation signed by the parties.
2. In these terms and conditions, “the agreement” means the agreement incorporating or deemed to incorporate the accepted quotation and these terms and conditions and may consist of a number of parts, all of which taken together, shall constitute one and the same agreement; “company” means Sarinity Pty Ltd T/A Sign A Rama Tuggerah, ABN 38 113 418 992 : “customer” means the person to whom the quotation is addressed and who accepts personal liability for all obligations of the customer (or other the entity agreed to in writing by the company to constitute the customer); “goods” means the goods and services ordered by the customer from the company, and “GST” means goods and services tax within the meaning of that expression in A New Tax.
System (Goods and Services Tax) Act 1999 and A New Tax System (Goods and Services Tax Transition) Act 1999; “offer” means the quotation (however described) of the company to supply the goods, as set out overleaf and accepted by the customer; and “price“ means the total purchase price for the goods including GST as set out below.
3. The Clients agree to pay all amounts due in clear funds within the Company's agreed timeframe but no later than 30 days from the date of invoice. The Client agrees that if it fails to pay in accordance with this clause, the Company may;
a) Charge a late payment fee of 5% on all amounts paid after the due date;
b) Charge interest on debts at 20% per annum from time to time;
c) Charge a dishonour handling fee in the amount of $95.00
d) Recover all collections costs and expenses incurred in collecting overdue accounts on an individual basis;
e) Withhold supply;
f) Sue for the money owing on the goods or services provided.
3.1. In the event that this agreement has been entered into by more than one party, each party shall be jointly liable for any amounts overdue.
3.2. If the Client:
a) Fails to pay for any goods or service on the due date; or
b) Otherwise breached this agreement and failed to rectify such breach within seven days’ notice; or
c) Cancel delivery of goods or services; or
d) Commits an act of bankruptcy or allows a trustee in bankruptcy or receiver and manager to be appointed to the Client or any of its property; or
e) Allow a judgement or order to be enforced or become enforceable against the Clients’ property; or
f) Permits proceedings to be commenced to wind the Client up or controller, receiver, administrator, liquidator, or similar officers appointed to the Client in respect of any part of its property;
then the Company may enter upon the Client's premises (doing all that is necessary to gain access), where goods are supplied under this contract are situated at any time and re-take possession of any or all of the goods the Company has supplied to the Client and:
a) Resell and goods concerned;
b) Terminate the agreement; and
c) Sue for any monies owing
3.2. The Client will be in default if the Client does not pay any monies payable when called upon so to do the Client and the Guarantor jointly and severally acknowledge and agree that the Company is authorised to contact a credit reporting agency throughout the term of the Agreement to obtain a report about the creditworthiness of either the Client or the Guarantor or both.
3.3. The Client and the Guarantor jointly and severally authorise the Company to engage in the exchange of information with a credit reporting agency or with other such parties as are necessary to give effect to the contract and to the ongoing relationship between the parties hereto.
3.4. The Company reserves the right to report a Client's delinquent account to a credit reporting agency should payment remain outstanding for more than 60 days. In addition, the Company may refer the outstanding account for debt collection or issue legal proceedings to recover any outstanding invoices. Should an account be referred for debt collection the Client acknowledges and agrees to pay debt collection charges to be calculated at not less than 20% plus GST and will be incurred on the day the Company refers the matter to their nominated debt collection agency. The client shall also be liable for interest and all legal recovery costs associated with such action on a solicitor and own client or indemnity cost basis.
4. The Customer shall pay all and any import duties, levies or imposts and/or any sales, use, excise, gross receipts, value added, GST or other taxes or duties of any kind whatsoever assessed upon or relating in any way to the goods ordered by the customer.
5.1 The company agrees to sell the goods to the customer for the price.
5.2 The company will use its best endeavours to have the goods delivered to the customer by the delivery date set out in the quotation.
5.3 If the company is unable for any reason whatsoever to supply all of the goods to the customer by the delivery date the customer will accept delivery of the goods at such time and in such instalments as the company is able to deliver them.
5.4 The company may charge the customer for all costs and expenses incurred in delivering the goods unless such cost is included in the price.
5.5 In the event that the customer claims that any of the goods are defective or damaged or otherwise not in accordance with the quotation, or the approved artwork/proof/print, the customer shall so advise the company in writing within seven (7) days from the delivery date; failing which the goods shall be deemed to be accepted in full in the condition in which they were delivered.
6. The company shall incur no liability whatsoever for inability to perform or delay in performance of, its obligations in respect of the sale of the goods if that inability or delay arises directly or indirectly from the happening of any event not within the reasonable control of the company.
7. The customer will comply with all laws relating to the subject matter of the goods and warrants that the several provisions of the Trade Practices Act 1974 have been complied with and that the goods are not otherwise in breach of any copyright or licence or agreement.
8.1 To the fullest extent permitted by law all terms, conditions, warranties and representations with respect to the goods are excluded and in no event shall the company be liable for any claims or damages including:-
8.1.1 any claims relating to the combination of the good with any other goods; or
8.1.2 special or consequential damages.
8.2 Except as required otherwise by the law the liability of the company in respect of the goods shall be limited at the election of the company to:
8.2.1 the repair or replacement of the goods or supply of equivalent goods; or
8.2.2 payment of the cost of replacing the goods where payment in full has been made.
9.1 The ownership of and all property in and title to the goods shall remain vested in the company until they have been paid for in full whereupon title and property shall be vested in the customer. Until such time, the relationship between the parties shall be fiduciary and the customer shall hold the goods as bailee for the company. The customer shall store the goods separately from the customer’s own goods and mark them to indicate they are the property of the company. Until the goods are paid for in full the customer is only authorized to sell the goods as agent for the company and shall pay the proceeds of the sale into a separate bank account from which account the customer shall account to the company for the full price of the goods. The goods shall be at the risk of the customer from the actual date of delivery.
9.2 In the event of default in the payment of the total price the company shall have the right to enter the premises (forcibly if necessary) where the goods are located (without liability for trespass or damage to such premises or the goods) and the right to re-take possession of and sell the goods.
9.3 If products are manufactured using the goods the customer shall hold such part of the proceeds of any sale as represents the total price of the goods used in the manufacture of the products in a separate identifiable account as the beneficial property of the company and shall pay such amount to the company upon request.
10. All documents relating to the agreement shall be deemed to have been received by the addressee on the 2nd day after their date of posting, delivery, emailing or faxing, whether they are in fact received or not.
11. The failure by either party at any time or times to require performance by the other party of any provision of the agreement shall not affect the right to enforce the same. The waiver by any party of any breach of any one or more of the provisions contained in the agreement shall not be construed to be a waiver of any succeeding breach of such provision or a waiver of the provision by such party.
12. The agreement shall be governed by construed and take effect in accordance with the laws of New South Wales and the parties irrevocably submit to the nonexclusive jurisdiction of the Courts of New South Wales.
13. If any provision of the agreement shall be determined by any statute or any Court having jurisdiction to be illegal, invalid, void or voidable, the legality or validity of the remainder of the agreement shall not be affected and the illegal, invalid, void or voidable provision shall be deemed deleted from the agreement to the same extent and effect as if never incorporated in the agreement save that the remainder of the agreement shall continue in full force and effect.
14.1 The agreement shall be binding upon the parties from the date of acceptance by the company of the order of the customer.
14.2 The agreement contains all of the terms between the parties relating to the particular transaction or transactions between the parties.
14.3 The agreement may only be varied in writing signed by the parties and may not be assigned without the written consent of both parties.
14.4 The agreement must not be construed so as to constitute one party as the agent of the other. The relationship between the parties is and will remain that of independent contractors; in particular, the parties are not partners or joint ventures.
15. The offer may be accepted by signing and returning (by fax or delivery or post) a copy of the offer to the company; or orally or by giving the company instructions to proceed, in which events, such acceptance shall be deemed to be subject to these Terms and Conditions, which the customer shall be deemed to have read, understood and approved.
16. Quotations are subject to acceptance within seven (7) days of their date; failing which, they shall be deemed to have been withdrawn.