SHOWTOOLS INTERNATIONAL PTY LTD – TERMS AND CONDITIONS OF TRADE
1. Interpretation
1.1 In these Terms:
“Company “ means Showtools International Pty Ltd ABN 80 149 460 515.
“Customer” means the purchaser of Goods from the Company.
“Goods” means all goods listed on the order confirmation or listed on the tax invoice (invoice) issued by the Company to the Customer.
“Terms” means these terms and conditions of trade.
2. Application
2.1 These Terms apply to, and are deemed incorporated in, all contracts for the sale of Goods by the Company to the Customer including but not limited to any Credit Applications, Personal/Director’s Guarantees and Indemnities, Purchase Orders, quotes, tax invoices and delivery notes issued by or to the Company in relation to such sale/s.
2.2 No amendment, alteration, waiver or cancellation of any of these Terms is binding on the Company unless confirmed by the Company in writing.
2.3 The Customer acknowledges that no employee or agent of the Company has any right to make any representation, warranty or promise in relation to the Goods or the sale of the Goods other than as contained in these Terms.
3. Credit Terms
3.1 If the Customer requests that the Company grant it credit terms, the Company shall require that the Customer complete a credit application for assessment. The granting of credit terms is entirely at the discretion of the Company.
3.2 The Company may require that as a condition of approving a credit application that the Customer’s director/s or such other person agree to guarantee and indemnify the payment of all money owed by the Customer to the Company under contracts for sale of Goods entered into between the Company and the Customer.
3.3 The Company may require that as a condition of approving a credit application, the Company may take out a Personal Property Security Register (PPSR) against the Customer’s director/s or such other persons, as nominated on the credit application.
3.4 Any breach by the Customer of approved credit terms and/or these Terms will result in any credit terms being withdrawn without notice and the Customer’s account reverting to standard payment Terms as described in Clause 4 below.
4. Pricing and Payment Terms
4.1 All prices are quoted in Australian Dollars and are exclusive of any applicable taxes, fees, or shipping costs unless otherwise stated.
4.2 Accepted payment methods include bank transfers, credit card or cash payments.
4.3 All Invoices issued by the Company to the Customer where the customer does not have approved credit terms as per Clause 3 of these Terms and conditions, must have a deposit of 50% of the issued invoice paid by the Customer before the Company is obliged to process any order. A failure to pay the requisite deposit within seven (7) days of receipt of the Invoice by the Customer may result in the order being cancelled and termination of this contract by the Company.
4.4 Late payments may incur a fee of 5% per month, calculated daily, until the balance is paid in full. The Company reserves the right to withhold delivery of any Goods if the Customer has overdue payments.
4.5 Payment of an Invoice by Visa or Master credit card will incur a surcharge of 1.5% of the Invoice. Payment by American Express Card will incur a surcharge of 1.5% of the Invoice.
4.6 Payment of the final 50% of the issued invoice must be paid by the Customer before the Company is obliged to release the goods.
5. Ordering and Acceptance
5.1 Acceptance of these Terms will be confirmed by accepting and confirming any quotation from the Company by the Customer, or by agreeing to the Company website terms and conditions when placing an online shop order.
5.2 By Accepting the quotation supplied or the Company website terms and conditions, you, the customer, are accepting that you have read, understood and accept these Terms as detailed.
5.3 Once an order is confirmed these Terms become legally binding.
5.4 Orders for the sale of Goods must be accompanied by the Customer’s written purchase order (Order) or written confirmation from the Customer to the Company. The Order must refer to any and all written quotes received by the Customer in relation to the goods listed in the Order.
5.5 Upon receipt of a written purchase order from the Customer, and acceptance by the Company, the Company will issue a Pro Forma or tax invoice specifying the Goods and the price for the Goods as determined at the time of the order. Where the Customer has requested that the Goods be delivered, freight charges may be incurred. If such freight charges are unknown to the Company at that time of issuing the invoice, the Company will issue to the Customer a further invoice for the freight charges, once known to the Company, for payment in accordance with these Terms.
6. Delivery or Collection
6.1 Delivery times are estimates and are not guaranteed. The Company shall not be held liable for delays due to circumstances beyond its control.
6.2 Once the Invoice is paid in full the Company will arrange delivery of the Goods to the Customer or will make the Goods available for collection from the Company by arrangement.
6.3 If the Customer fails to accept delivery or arrange collection of the Goods within fourteen (14) days of being notified in writing of their availability, the Company may terminate this contract and resell the Goods. A minimum restocking fee of 15% of the Invoice may be retained by the Company for any losses or costs incurred.
6.4 After retention of the restocking fee, the customer will be issued with a Credit Note for balance of any payments made by the customer to the company for the order. The credit note is for use by the customer within a period of six (6) months from the date of issue. At six (6) months the Credit Note will become void and can no longer be used by the Customer.
6.5 The Company reserves the right to deliver the Goods in whole or instalments, as well as to deliver prior to the nominated delivery date and, in such event, the Customer must not refuse to take delivery of the Goods.
6.6 Any failure on the part of the Company to deliver instalments of the Goods within any specified time does not entitle the Customer to repudiate the contract with regard to the remaining balance of undelivered Goods.
7. Cancellation, Returns and Warranties
7.1 All Goods supplied are covered by such warranties as are specified by the manufacturer and supplied subject to the product standards detailed by the manufacturer.
7.2 On discovery of any defect in the Goods, the Customer must immediately notify the Company in writing of such defect. The Customer must not carry out any remedial work to the alleged defective Goods without first obtaining the written consent of the company to do so.
7.3 To initiate a return, the Customer must contact the Company and obtain an approval for a Return Authorization. The Customer is responsible for return shipping costs unless the Company is at fault.
7.4 The provisions of any act or law (including but not limited to the Australian Consumer Law as comprised and provided in the Competition and Consumer Act 2010 (Cth)) implying terms, conditions and warranties, or any other terms, conditions and warranties which might otherwise apply to or arise out of the Contract are hereby expressly negatived and excluded to the full extent permitted by law.
7.5 The Customer expressly acknowledges and agrees that it has not relied upon, and the Company is not liable for, any advice given by the Company, its employees, agents or representatives in relation to the suitability for any purpose of the Goods.
7.6 The Customer acknowledges that the Company is a Wholesaler and Distributor of products and any advice and technical support given by any of its employees, agents or representatives is offered as guidance only and does not form part of the manufacturer’s warranty.
7.7 The Company warrants that the Goods will be free from significant defects for a period as specified in the manufacturer’s warranty. This warranty does not cover damage due to misuse, modification, or improper handling.
7.8 No confirmed order may be cancelled, modified or deferred without the prior written consent of the Company (which is at the Company’s sole and absolute discretion). If such consent is given it is, at the Company’s discretion, subject to the Company being reimbursed all losses, including loss of profits, and paid a cancellation/restocking fee that is not less than 15% of the Invoice.
7.9 No confirmed special order may be cancelled, modified or deferred without the prior written consent of the Company (which is at the Company’s sole and absolute discretion). If such consent is given it is, at the Company’s discretion, and payment of the order is non-refundable.
7.10 If such consent is given it is, at the Company’s discretion,
7.11 All approved cancellations resulting from defective goods, will be reimbursed to the Customer as a bank transfer or a credit note will be raised in favour of the Customer. Such credit note is valid for a period of six (6) months from the date of issue. If the credit not is not used within the six (6) month period, it is deemed to have lapsed and the Customer will no longer have use of the credit note funds.
7.12 Any monetary refund is at the absolute discretion of the Company and if approved, will be made within 7 days of approval, by bank transfer, once Customer bank details are confirmed by the Customer.
8. Title
8.1 Legal and beneficial ownership of the Goods will not pass to the Customer until such time as the Goods have been paid in full in cash or cleared funds.
9. Risk and Insurance
9.1 The Goods are entirely at the risk of the Customer from the moment of delivery to the Customer’s nominated point of delivery or on collection from the Company, even though title in the Goods may not have passed to the Customer at that time.
9.2 The Customer must, at its own expense, maintain the Goods and insure them for the benefit of the Company against theft, breakdown, fire, water and other risks as from the moment of delivery to the Customer until title in the Goods has passed to the Customer.
10. Inspection
10.1 Unless the Customer has given written notice to the Company within two (2) business days after delivery or on collection that the Goods are faulty or defective, or do not comply with the relevant specifications or descriptions, the Goods are deemed to have been accepted in good order and condition.
11. Limited Liability
11.1 These Terms do not affect the rights, entitlements and remedies conferred by the Australian Consumer Law as comprised and provided in the Competition and Consumer Act 2010 (Cth).
11.2 The Company is not subject to, and the Customer releases the Company from, any liability (including but not limited to consequential loss or damage) to the Customer because of unavailability of any of the Goods or failure or delay by the Company in delivery of the Goods or a fault or defect in the Goods.
11.3 The Customer acknowledges that the Company is not:
(a) responsible if the Goods do not comply with any applicable safety standard or similar regulation; and
(b) liable for any claim, damage or demand resulting from such non-compliance.
(c) liable for any claim, damage or demand resulting from such incorrect usage or installation of supplied goods.
11.4 If any statutory provisions under the Australian Consumer Law as comprised and provided in the Competition and Consumer Act 2010 (Cth) or any other statute apply to the contract between the Company and the Customer (Contract) then, to the extent to which the Company is entitled to do so, the Company’s liability under the statutory provisions is limited, at the Company’s option, to:
(a) replacement or repair of the Goods or the supply of equivalent Goods; or
(b) payment of the cost of replacing or repairing the Goods or of acquiring equivalent goods; and
in either case, the Company will not be liable for any consequential loss or damage or either direct or indirect loss or damage or incidental damages.
12. Display and Samples
12.1 Any display product or sample inspected by the Customer is solely for the Customer’s convenience and does not constitute a sale by sample.
13. Contract
13.1 The Terms of the Contract are wholly contained in these Terms and any other written document signed by the parties, and supersede all prior understandings, agreements, or representations. No amendment or waiver of these Terms shall be binding unless in writing and signed by both parties.
13.2 The Contract is deemed to have been made at the Company’s place of business where an order for the Goods was placed and accepted by the Company, and any cause of action is deemed to have arisen there.
14. Right to Enter Premises
14.1 Until such time as legal title in and to the Goods has passed to the Customer and whilst should any payment for the supply of Goods be due, owing and payable to the Company, the Customer:
(a) Authorises the Company by itself, its agents or representatives at all reasonable times, without notice, to enter onto (with force if reasonably necessary) and to remain in and on any premises where the Goods are located in order to collect the Goods, without being guilty of trespass; and
(b) Assigns to the Company all the Customer’s rights to enter onto and remain in and on such premises until all the Goods have been collected.
15. Force Majeure
15.1 The Company will not incur any liability (including but not limited to consequential loss or damage) to the Customer due to any manner or thing beyond the Company’s control (including but not limited to transport stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention by public authority, explosion or accident) or Electrical supply faults which prevents the Company from performing its obligations under this contract.
16. Waiver or Breach
16.1 No failure by the Company to insist on strict performance of these Terms by the Customer is to be regarded as a waiver of any right or remedy which the Company may have against the Customer in relation to such right or remedy and is not a waiver of any such right or remedy in relation to any subsequent breach or default by the Customer.
17. Indemnity (added Clause)
17.1 The customer agrees to indemnify and hold harmless the Company and employees, agents or representatives, against any and all claims, damages, liabilities and expenses arising from the customer’s gross negligence and wilful misconduct or omission by the customer in connection with these Terms.
18. Other Terms and Conditions
18.1 No terms and conditions sought to be imposed by the Customer on Company shall apply unless agreed by the Company in writing.
19. No Assignment
19.1 Neither the Contract, nor any rights under the Contract, may be assigned by the Customer without the prior written consent of the Company, which consent may be refused at the absolute discretion of the Company.
20. Severability
20.1 If any provision contained in these Terms is held by a court to be unlawful, invalid or unenforceable, the validity and enforceability of the remaining provisions are not affected.
21. Governing Law
21.1 These Terms and the Contract shall be governed by the law of New South Wales and the parties hereby submit to the courts of New South Wales in respect of any dispute arising form these Terms and the Contract.
22. Changes to Terms
22.1 The Company reserves the right to modify these Terms and Conditions at any time. Any changes will be effective immediately upon posting the revised Terms on the Company’s website or notifying the Customer.