Terms & Conditions

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 sold and/or delivered by the Company to the Customer.

“Terms” means these terms and conditions of sale.

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.

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 Any breach by the Customer of terms of credit and/or these terms and conditions of trade will result in any credit terms being withdrawn without notice and the Customer’s account reverting to standard payment terms as described in paragraph 4 below.

4. Ordering and Payment

4.1 No order for the sale of Goods will be accepted by the Company unless accompanied by the Customers’ written purchase order (Order). The Customer may use the Company’s template purchase order available on its website (www.showtools.com.au), if required. The Order must refer to any and all written quotes received by the Customer in relation to the goods listed in the Order.

4.2 Upon receipt of a written purchase order from the Customer, the Company will issue a tax invoice (Invoice) specifying the Goods and the price for the Goods as determined at the time of the order as well as freight charges to be incurred where the Customer has requested that the Goods be delivered. If such freight charges are unknown to the Company at that time, the Company will issue a further invoice including such charges to the Customer for payment in accordance with these Terms.

4.3 Unless prior credit terms have been arranged with the Company, a deposit of 50% of the balance due as stated on the Invoice must be 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 All Invoices issued by the Company in relation to an Order must be paid in full before the Goods can be delivered or collected.

4.5 Interest is payable on all overdue Invoices calculated at the rate of 5% per month on a daily basis as from and including the date due for payment of the Invoice until and including the day that payment is received by the Company.

4.6 Payment of an Invoice by Visa or Master credit card will incur a surcharge of 1.5% of the balance due stated on such Invoice, also1.5% if payment is made by Amex credit card.

5. Delivery or Collection

5.1 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.

5.2 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. Any losses or costs incurred by the Company in these circumstances may be deducted from any deposit paid by the Customer pursuant to the contract and the balance, if any, will be refunded to the Customer.

5.3 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.

5.4 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.

6. Title 

6.1 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.

7. Risk and Insurance

7.1 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.

7.2 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.

8. Inspection

8.1 Unless the Customer has given written notice to the Company within 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.

9. Cancellations

9.1 No 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 election, subject to the Company being reimbursed all losses, including loss of profits, and paid a cancellation fee (not less than 20% of the invoice price of the Goods).

10. Limited Liability

10.1 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).

10.2 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.

10.3 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.

10.4 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.

11. Warranty

11.1 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.

11.2 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.

11.3 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.

11.4 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.

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. The Contract is deemed to have been made at the Company’s place of business where an order for the Goods was placed, 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) 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. No Assignment

17.1 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.

18. Severability

18.1 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.

19. Governing Law

19.1 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.

20. COVID 19 Pandemic.

20.1 Due to the outbreak of the COVID-19 virus which has been declared a pandemic by the World Health Organisation, Showtools International Pty Ltd (Showtools) may be prevented from or delayed in fulfilling some of its contractual obligations with its customers. Such delays or inability to fulfil its contractual obligations will likely be caused by matters beyond the reasonable control of Showtools, including from government or legislative actions. In respect of such delays, Showtools relies on its force majeure clause (15) in its standard trading conditions in respect of any claim for loss or damage suffered by its customers in any way related to the outbreak of the COVID 19 virus and delays caused.