GENERAL TERMS AND CONDITIONS OF SALE
1.1 These terms and conditions apply to the sale of goods by www.businesslogix.com.au
("Seller") and all offers made by the seller in relation to the Seller’s
goods, unless varied, amended or cancelled in writing signed by an officer or
other duly authorised representative of the Seller.
1.2 The buyer of goods from seller ("the Buyer") is deemed to have
accepted the terms and conditions contained herein by placing an order with
1.3 The Seller's failure to object to any term or condition contained in any
communication, whether written or oral, from the Buyer, shall not be deemed
a waiver of these terms and conditions of sale.
1.4 If there is any inconsistency between these terms and conditions of any
particular offer or communication by or from the Buyer, these terms and conditions
shall prevail to the extent of the inconsistency.
2. QUOTES BY THE SELLER
2.1 Subject to Clause 5.2, unless otherwise specified by the Seller in writing
at the time of quotations, all quotations made by the Seller are valid for the
period specified in the quotation, or if no such period is specified, for a
period of thirty (30) days from the date of the quotation. Following expiration
of this period each quotation is subject to written revalidation of the quotation.
2.2 Any goods offered ex-stock by the Seller are subject to prior sale.
2.3 Not withstanding the above, any quotation by the Seller is not to be construed
as an offer or obligation to sell and the Seller reserves the right at its option,
to accept or reject any orders received.
3.1 The Seller may require the Buyer to place written orders for the Seller's
goods. All quotations given and orders accepted by the Seller are so given or
accepted on and subject to the Seller’s General Terms and Conditions of
4. DRAWINGS AND DESIGN
4.1 The Buyer shall be responsible for providing the Seller with final drawings,
plans, specifications and design in respect of its proposed end product. The
Seller accepts no responsibility for the suitability of the material selected
by the buyer for its intended end use or end product, and further, accepts no
responsibility for the accuracy of the Buyer’s said drawings, plans, specifications
5.1 Unless otherwise agreed, the purchase price for goods shall be as per the
Seller's written quotation or the list prices as at the date of the Seller's
acceptance of an order placed by the Buyer. The Buyer acknowledges and agrees
that, in the event that any price quoted by the Seller is calculated on the
basis of a per unit price or is based on minimum or specific quantities, the
Seller may amend that price if there is any variation in the total quantity
of goods ordered from that upon which the quotation was based.
5.2 All quoted prices of manufactured goods containing imported materials are
based upon the Seller's buy price from their supplier and the rates of exchange,
freight, insurance and customs or primage duty as at the date of quotation.
The quoted prices may be varied by the same percentage amount by which the Seller's
actual costs of satisfying an order vary as a result of any change in the said
price or in any of these rates or duties. In the case of variations in rates
of exchange, the seller reserves the right to increase its quoted price in relation
to goods supplied to the Buyer by the same percentage as the percentage devaluation
(if any) of the Australian dollar against the currency in which payment for
the relevant goods is required to be made by the Seller to its supplier, calculated
from the date of quotation by the Seller to the date of invoice, as disclosed
by the variation in the Westpac Banking corporation Spot Selling Rate in the
5.3 Unless quoted otherwise all prices are exclusive of Goods and Services Tax
(GST) and other government imposts, which where applicable, will be added to
the invoice and deemed part of the purchase price unless (in the case of GST),
the Buyer provides the Seller with the appropriate GST deferment certificate.
In the event that the Seller agrees to deliver goods in accordance with further
directions of the Buyer, the agreed price of the goods shall only apply if the
quantity delivered is delivered in accordance with the Buyer's directions as
specified in its order or, if no directions are so specified, if the whole of
the goods are delivered no later than twelve (12) months from the date of the
order. If a lesser amount is scheduled for delivery during the relevant period,
the Seller reserves the right to charge for the relevant goods, at its option,
either at the Seller's standard price in effect at the time of delivery or at
the Seller's standard prices in effect at the time of the order.
5.4 In addition to the prices specified above, the Seller will charge the Buyer
its standard packaging and handling charges from time to time. In addition,
the Seller shall be entitled to charge separately for packing that is not in
accordance with the Seller's customary standard of packing.
6. TERMS OF PAYMENT
6.1 Subject to sub-clause 6.2, all invoices shall be paid in full not later
than thirty (30) days from the date of invoice, unless the Seller otherwise
agrees in writing. Time shall be of the essence in this regard.
6.2 The Seller shall be entitled to invoice for goods supplied to the Buyer
upon delivery thereof, subject to contrary agreement in writing provided that
if delivery of any goods is delayed as a result of circumstances beyond the
reasonable control to the Seller (including the circumstances set out in Clause
6.3 and 8.1) then the Seller shall be entitled to invoice the Buyer for the
goods at the expiration of a period of fourteen (14) days after notification
by the Seller to the Buyer that the goods are ready for delivery, in which event
payment of fifty percent (50%) of the agreed price for the goods referred to
in that notice shall fall immediately due and payable, the balance becoming
payable on delivery or within three (3) months of the date of the notice, whichever
is the earlier.
6.3 In the event that the Buyer fails to make any payment to the Seller when
payment falls due, the Seller shall have the right, without prejudice to any
other right or remedy to which the Seller may be entitled to charge interest
on the overdue amount at the rate of 3% per annum in excess of the interest
rate prescribed by the Westpac Indicator Lending Rate for overdrafts above $100,000.00,
calculated from the date of invoice to the actual date of full and final payment.
Any payment by the Buyer shall be credited first against any interest so accrued
and the balance of payment, if any, shall be applied in reduction of the outstanding
balance of the price.
6.4 The extension of credit facilities and the terms upon which such credit
is provided are, in all cases, at the sole discretion of the Seller and are
subject to confirmation on the receipt of an order. In any event the Seller
retains the right to withdraw credit facilities at any time prior to delivery
7. DELIVERY OF GOODS
7.1 Whilst the Seller will use its best endeavours to meet all quoted delivery
or consignment dates the Seller shall in no event be liable to the Buyer by
reason of delays in delivery caused by any reason whatsoever.
7.2 The Seller shall use its own designated carrier for all deliveries. If the
Buyer wishes to use its own carrier, delivery of the goods shall be ex-Seller's
store and the Buyer shall pay all freight and insurance costs ex-Seller's store
and shall indemnify the Seller from and against all actions, suits, proceedings,
claim for demands and all losses, expenses and liabilities, howsoever arising,
from the transportation of the Seller's goods delivered ex-Seller's store once
delivery has been made by the Seller to the Buyers carrier.
7.3 In the event of any delay caused by the Buyer or caused by industrial disputes,
including strikes and lockouts, circumstances such as fire, war, mobilisation
or any other cause beyond the reasonable control of the Seller, the Seller,
at its option, may extend the quoted delivery or consignment dates or consign
part of an order or suspend consignment during that period of delay or may cancel
the order and the Buyer shall not be relieved of its obligation to accept and
pay for an order, or any part of an order, in accordance with Clause 5, as a
result of any such extensions, partial consignments or suspensions.
8. STORAGE OF GOODS
8.1 In the event that after notification to the Buyer that the goods are ready
for delivery, delay in delivery is caused by the Buyer or caused by industrial
disputes, including strikes and lockouts, circumstances such as fire, war, mobilisation
or any other causes beyond the reasonable control of the Seller, the Seller
shall be entitled, at its option, and without limiting the rights under clause
8.2, to arrange suitable storage, whether at its premises or elsewhere, and
shall take reasonable steps to protect the Buyers interest in the goods. The
Buyer shall pay all cost of storage, demurrage, insurance, handling and other
charges associated with such storage.
9.1 All goods sold to the Buyer shall be at the Buyer's risk immediately upon
delivery to the Buyer, to the Buyer's nominee, or to the Buyer's carrier, except
where goods are held for the Buyer in which case risk shall pass to the Buyer
on the date being seven (7) days from the date of notification to the Buyer
that the goods are ready for delivery.
10. TITLE OF GOODS
10.1 Not withstanding the provisions of paragraph 8, the Seller shall retain
the title to all goods supplied by it to the Buyer ("Goods") until
it has received payment in full of all sums due in connection with the supply
of all Goods by the Seller to the Buyer at any time in the case of payment by
cheque, bill of exchange or note, title shall not pass to the buyer until the
same is honoured.
10.2 In the event that any of the goods are incorporated into or attached to,
or mixed with, other goods by the Buyer, so that they are no longer identifiable
or separable, then title to the composite goods shall vest in and by retained
by the Seller in accordance with paragraph 9.1.
10.3 The Buyer shall store all Goods and any composite goods owned by the Seller
("Seller's Goods") in such a way that they are clearly identifiable
as the Seller's property, and shall maintain and allow the Seller to inspect
records of the Seller's Goods, identifying them as the Seller's property and
of the persons to whom it sells or otherwise supplies the Seller's Goods or
any of them and of them and of payments made by such persons for the Seller's
10.4 If payment for any Goods is overdue, the Seller is entitled, without prejudice
to any of its other rights and remedies, to repossess the Seller's Goods and
to enter into any premises upon which the Seller's Goods are stored, without
notice for this purpose.
10.5 Until such time as the Seller receives payment in full for any Goods, if
the Buyer sells or receives any payment from a customer or insurer in respect
of the Seller's Goods the proceeds of any such sale or disposition and an insurance
proceeds (or claim thereto) shall be held by the Buyer on trust for the Seller
and paid into a separate bank account which shall not be overdrawn or otherwise
dealt with without the Seller's prior written consent.
10.6 Nothing in paragraph numbered 9.1 inclusive shall affect the Seller's rights
as an unpaid creditor.
11. RETURN OF GOODS.
11.1 The Buyer may within ten (10) days of receipt of any goods claim the right
to reject any goods which are wrongly or oversupplied, or which are not in accordance
with any express or implied representations, warranties, terms or conditions
of the contract of sale, without limiting the Seller's right to dispute any
such claim. If the Buyer fails to notify the Seller in writing of its claim
for rejection and reasons therefore within such period, the Buyer will, subject
always to clause 13 of these terms and conditions, be deemed to have accepted
11.2 Return of any of the goods cannot be made by the Buyer.
(a) without prior written authorisation from the Seller, and
(b) unless accompanied by a completed GOODS RETURN
AUTHORITY form, GR01.
11.3 In the event that the Buyer returns goods other than in accordance with
paragraph 11.2, subject always to clause 14 of these terms and conditions, the
Seller, at its option, may reconsign those goods to the Buyer, freight collect.
12. CANCELLATION OR VARIATION OF ORDERS
12.1 The Buyer shall not cancel any order without the prior written consent
of the Seller, which consent may or may not be granted in the Seller's sole
12.2 In the event that the Seller agrees to the cancellation of an order in
its absolute discretion, the Seller may as a condition of such cancellation,
require the payment by the Buyer of a cancellation fee of an amount determined
by the Seller in its reasonable discretion to compensate it for the loss suffered
by it arising out of the cancellation.
12.3 At the Seller's option, any order may be terminated by the Seller in the
event of the insolvency of the Buyer or in the event of execution being levied
against any of the property of the Buyer or in the event of the Buyer being
placed in liquidation, whether voluntary or otherwise, or a receiver and manager
being appointed in respect of the assets or undertaking of the Buyer or the
Buyer entering into a deed of composition or arrangement with its creditors
or any of them, or in the event that for any reason, in the Seller's reasonable
opinion, the Buyer is unlikely to be able to make payment for goods on the due
13. SPECIFICATION AND INFORMATION
13.1 Where the Seller is not the manufacturer, the Seller relies on the specification
supplied by the original manufacturer or by the Seller’s supplier. The
Seller offers and sells the goods against specification and/or sample only and
does not warrant or imply any goods as being suitable for any specific application.
14. NO WARRANTIES
14.1 Any advice, recommendation, information or assistance provided by the Seller
in relation to the service provided by it, is given in good faith and is believed
by the Seller to be appropriate and reliable, but is provided with a disclaimer
for any liability or responsibility on the part of the Seller.
Any advice, recommendation, information or assistance provided by the Seller
in relation to the material purchased by it for the Buyer and on the Buyer’s
instructions, is given in good faith and is believed by the Seller to be appropriate
and reliable, but is provided with a disclaimer for any liability or responsibility
on the part of the Seller. The Seller accepts no responsibility for the suitability
of the material selected by the Buyer for its intended end use or end product,
and further, accepts no responsibility for the quality or specifications of
the material purchased by the Seller on the Buyer’s behalf.
15. GOVERNING LAW
15.1 These terms and conditions shall be governed by, and construed in accordance
with the laws of the State of Victoria and the parties unconditionally and inevitably
submit to the non-exclusive jurisdiction of the courts of that State.
16. CHANGES TO CONDITIONS OF SALE.
16.1 The General Terms and Conditions of Sale are subject to change without