- In this Deed, unless the contrary intention appears:
buyer means the Client Company referenced in the Order Confirmation;
guarantor means the directors of the buyers company if the buyer is a company; and
seller means Noteg Pty Ltd ACN 155 221 004 trading as Supawood Architectural Lining Systems.
- These terms and conditions form part of Proposal No above (the Proposal). The buyer is bound by these terms and conditions unless otherwise agreed in writing by both the buyer and the seller. The seller is not bound by any terms and conditions contained in any document issued by the buyer.
- Once an order has been accepted by the seller, it cannot be cancelled by the buyer, unless terminated in accordance with clause 8 or agreed in writing by both parties. Should any order be cancelled by the buyer, the seller is entitled to charge reasonable cancellation charges.
- Should the seller be unable to carry out delivery due to circumstances beyond the control of the seller, the seller will not have any obligation to carry out delivery while such circumstances continue and the seller may cancel, rescind or terminate all or part of the contract. The buyer is not entitled to claim for any consequential loss or damage, or to cancel, rescind or terminate the agreement.
- Risk passes to the buyer on the earlier of delivery or possession of any goods provided to the buyer by the seller. Possession includes collection of any goods by the buyer’s agent, transport contractor or courier.
- Title passes to the buyer upon full payment of any goods sold to the buyer by the seller. Until any goods have been paid for in full, the buyer holds the goods as fiduciary agent and bailee of the seller:
- The buyer shall ensure the goods are kept separate from other goods and label the goods so that they are identifiable as the goods of the seller;
- When the buyer uses the goods in a construction process, the buyer must hold in trust for the seller that part of the proceeds of the construction process as is equal to the amount owing by the buyer to the seller at the time of receipt of the proceeds.
- The buyer may sell the goods in the ordinary course of business, with the seller’s consent, provided that the money be held in a separate account for the seller.
- If the buyer elects to terminate the agreement in accordance with clause 8, title of the goods will pass proportionately to the amount paid by the buyer.
- The price set in the Order Confirmation shall be adjusted as follows:
- If payment is made within 6 months, no adjustment will be made;
- Otherwise, the price will increase by 3% upon 6 months from the date of the Order Confirmation, with further 3% increase each 6 months.
- Notwithstanding Clause 7, the seller reserves the right to increase the price by notice in writing to the buyer. The buyer has the right to reject the adjusted price within 14 days of such notice otherwise the adjusted priced is deemed accepted.
- For orders up to $50,000 + GST [& export to overseas]:
- The buyer must pay the seller 50% of the initial progress claim at the time of placing the order (the Deposit)
- The balance must be paid 2 days before the agreed date of despatch of goods;
- For orders $50,000 to $100,000 + GST:
- The buyer must pay the seller 30% of the initial progress claim before the first submission of shop drawings or when placing the order (the Deposit);
- 50% claim is payable 2 days before the agreed date of despatch and
- The balance is payable within 7 days after delivery.
- For orders over $100,000 + GST
- These orders are only for approved account holders;
- The buyer must pay the seller a 10% of the initial progress claim before the first submission of shop drawings or when placing the order (the Deposit);
- Subsequent claims are payable within 14 days of delivery;
- Where the contract is awarded on a supply and install basis to a subcontracted installer, such a contract should allow for direct payments to the seller for the supply component of the contract. As the seller’s goods are supplied under warranty, no retention is to be made on the supply portion of the contract.
- The buyer acknowledges that the Deposit referred to in clauses 9, 10 and 11 is a non refundable deposit and the buyer shall make no objection or claim in relation thereto.
- If payment is not made as per the agreed terms the seller may retake possession of the goods and sell said goods on such terms and in such manner as it may determine and will be entitled to deduct all expenses incurred. The buyer irrevocably authorises and licenses the seller and its servants and agents to enter any premises where any goods may be stored or installed and take possession of the goods.
- If the buyer does not make the payment by the due date, the seller may charge the buyer interest calculated on a daily basis at a rate of 1.5% per month from the date the payment was due until the date payment is made (inclusive).
- The seller may suspend deliveries, require payment in advance or terminate any contract where the buyer defaults on any payment due; commits an act of bankruptcy or an insolvency event arises.
- In the event that the buyer requests a despatch date beyond the original agreed date of despatch the seller reserves the right to charge the buyer a warehousing fee of $200.00 plus GST per batch per week thereafter.
- The seller reserves the right to invoice the buyer for goods if the buyer is unable or unwilling to take delivery 14 days after the original dispatch date.
- The seller shall retain ownership and all copyright in relation to all designs and drawings prepared for on or behalf of the buyer, despite any payment made in accordance with these terms of sale.
- As all the seller’s products are covered by warranty under clause 23, there is to be no retention by the buyer of any monies due.
- These terms and conditions exclude all other conditions, warranties, liabilities or representations in relation to the goods and/or services to the extent permitted by law.
- The seller shall not be liable to the buyer for any defect, loss, damage or delay caused by events beyond its control.
- While the seller undertakes all necessary care and precaution when supplying panels and accessories that are fit for purpose, adjustments to the panels or accessories may be required on site due to circumstances on site of which the seller would not have been aware prior to the production of panels.
- Subject to payment being received in full from the buyer, the seller warrants to the buyer that products shall be free from manufacturing defects in material or labour of the constructed product and peeling or other de-lamination of the painted or clear-coated finishes subject to the following conditions:
- Any claims must be made in writing to the seller within 30 days of a defect becoming apparent;
- The seller shall be given a reasonable opportunity to inspect any alleged defective products;
- This warranty will only apply if the seller’s products have been installed according to the seller’s shop drawings or other written advice.
- In relation to wet-sealed linings, the warranty shall apply for a period of three (3) years from the date of supply provided that the product was installed out of direct sunlight, away from excessive heat, away from direct contact with water, have been checked routinely by maintenance personnel (at least every 12 months) and the seller notified of any changes, and installed in accordance with the wet-sealed installation and care instructions.
- In relation to internal dry area linings, the warranty shall apply for a period of ten (10) years from the date of supply provided that the product was installed indoors, out of direct sunlight, away from direct contact with water and out of excessively hot and/ or humid conditions.
- The seller’s liability in respect of this warranty shall be limited, at the option of the seller, to supply of replacement lining or re-coating of the lining to restore the original appearance. The warranty with respect of the re-coated lining shall extend for the remainder of the initial applicable warranty period.
- The seller provides all advice, recommendations, information and services in good faith; however, the seller does not accept any liability or responsibility for any loss or damage suffered by the buyer due to reliance on any such advice, recommendations, information and services. It is the buyer’s responsibility to seek professional advice as appropriate.
- The guarantor gives this guarantee in consideration of the seller agreeing to enter into this contract.
- The guarantor irrevocably and unconditionally guarantees to the seller that the buyer will:
- pay, on time, all money that the buyer is or may at any time be liable (actually, prospectively or contingently) to pay to the seller under or in connection with the agreement (including in connection with non-compliance with the buyers obligations under the agreement);
- comply on time with the buyers obligations under this contract.
- If the buyer does not pay money or comply with the buyer’s obligations under this contract, the guarantor must, on demand, pay that money to the seller or comply with those obligations or both, as the case may be, whether or not the seller has demanded that the buyer pay or comply.
- PPSA means the Personal Property Securities Act 2009. PPSR means the Personal Property Securities Register. The terms used in this clause have the same meaning as under the PPSA.
The Buyer acknowledges and agrees that:
- These terms and conditions constitute a security agreement and create a security interest in favour of the seller in all goods previously supplied by the seller to the buyer, and in all future goods supplied.
- Any purchase on credit terms or retention of title supply will constitute a purchase money security interest.
- The goods supplied by the seller to the buyer are architectural panel lining systems.
- The buyer will execute documents and do all further acts as may be required by the seller to register the security interest granted to the seller under this agreement.
- The buyer will indemnify and reimburse the seller for all expenses incurred in registering and maintaining a financing statement or financing change statement on the PPSR.
- The buyer will not register or permit to be registered, a financing statement or a financing change statement in relation to the goods in favour of a third party without the prior written consent of the seller.
- The buyer will provide the seller with no less than seven (7) days prior written notice of any proposed change in the buyer’s details including name, address, contact details and business practice.
- The buyer waives any rights that the buyer may have to the extent permitted under section 115 of the PPSA. The buyer also agrees to waive the right to receive the verification statement pursuant to section 157 of the PPSA.
- Manufacturing Tolerance: The seller manufactures their panels to a tolerance in size of approximately 1mm in the length and width and a maximum 2mm difference in the diagonals.
- Shop drawing revisions:
- Quotations include one shop drawing submission and one amendment;
- Further revisions will be regarded as a variation and charged at $200/hour + GST;
- To meet delivery schedule all documentation must be supplied at time of order.
The seller is not liable for changes that are made as a result of information not supplied.
- Prototypes/Special samples:
- Custom samples supplied before an order is placed will be invoiced at cost and deducted from the order.
- Approvals and changes in writing:
- Production can only commence on approvals, and changes to specifications or shop drawings must be confirmed in writing;
- Any changes made to cutting lists or shop drawings, or additional panels or accessories requested after details have been submitted to production, must be confirmed in writing;
- Changes advised more than 48 hours after approval to begin production attract an admin charge of $400 + GST in addition to costs of changes made to panels already in production.
These changes may also affect the delivery date of the panels.
- Replacement panels & split batches:
- Replacement or additional panels required will be replaced at the original m² rate but with a $500 + GST set up and packaging charge plus cost of delivery. Despatch will normally be up to 10 working days from receipt of order (or longer in exceptional circumstances);
- In the unlikely event of faulty panels being supplied, these must be reported within 7 days of receipt of panels or the seller will be unable to accept liability for replacements;
- Panels to be replaced free due to a seller error include delivery to site. Despatch will normally be up to 10 working days (or longer in exceptional circumstances) from the date of agreement to replace the panels;
- Additional accessories required will be provided for a nominal charge plus cost of delivery. Despatch will be up to 5 working days from receipt of order;
- The seller recommends pre-ordering of replacement panels where practical to allow for onsite damages or to supply to the client as spares;
- If a production batch is to be split on request because site measurements are not available, an extra charge of $1,000 + GST per additional batch plus cost of transport applies. If a shop drawing is to be split on request because of an area being on hold, an extra charge of $500,.00 + GST per additional shop drawing applies.
- Special delivery dates requested:
- Standard lead times are 6 weeks from confirmation of details and/or approval of shop drawings until the date of despatch, depending on finish and construction requirements;
- Lead times can be shortened at an overtime cost of 10% over and above the quoted cost of the panels, with a minimum charge of $2000 + GST;
- Special week-end delivery carries an additional cost of $600 + GST per delivery.
- The buyer and the guarantor hereby grant the seller a caveatable interest over any real property which will be released upon satisfaction of all obligations to the seller. The costs for the caveat lodgement and release shall be borne by the buyer.
- Any further terms and conditions issued by the seller shall be in addition to these terms and conditions and shall not derogate from these terms and conditions.
- If any provision of these terms and conditions is unenforceable, illegal or void, that provision is severed and the other provisions remain in force.
- These terms and conditions are governed by the law applicable to New South Wales.