Name of Cabinet Maker: Advanced Cabinetry Pty Ltd ("Cabinet Maker")
All Goods supplied and Services provided by the Cabinet Maker are sold on these terms and conditions ("Terms").
A Quotation is not to be construed as an offer and the Cabinet Maker reserves the right to accept or reject any Order received.
All Quotations by the Cabinet Maker are best estimates only and do not constitute a fixed offer and are subject to variation without notice to the client.
- Payment and Credit
Payment terms are subject to the Cabinet Maker's credit approval. The Cabinet Maker may require payment of a 25% deposit before it starts manufacture and a further 25% payment upon delivery to the Customer’s proposed destination. The balance must be paid upon installation unless the Customer has provided credit references that are satisfactory to the Cabinet Maker, in which case the balance must be paid within 30 days after the issue of a complying tax invoice by the Cabinet Maker.
- Interest and costs
The Cabinet Maker may charge interest at the penalty interest rate fixed by the Attorney General from time to time under the Penalty Interest Rates Act 1983 (Vic) plus 2% per annum on any outstanding amounts owed to it by the Customer. The Cabinet Maker may also charge the Customer all enforcement costs (including any commission payable to mercantile agents and legal costs and disbursements on a solicitor own client basis) incurred in connection with a breach of these Terms by the Customer.
- Delivery, Risk of Loss and Receipt of Goods
Risk of loss or damage to the Goods will pass to the Customer on delivery to the Customer's proposed destination.
- Retention of Title
Property in the Goods does not pass to the Customer until the Cabinet Maker has received payment in cleared funds for those particular Goods and payment in full of all other money owing by the Customer on any other account, whether or not that account relates to the sale of Goods. If the Customer fails to comply with any of these Terms, the Cabinet Maker may, without notice, take possession of the Goods which were the subject of this reservation of title, or trace the proceeds of their sale (as applicable) and recover the full amount owing to the Cabinet Maker together with any interest and costs. The Customer must, to the extent reasonably possible, hold the Goods supplied by the Cabinet Maker separate from other Goods held by the Customer and marked in a way that makes it clear that they are the Cabinet Maker's property pending payment in full of all monies herein mentioned. The Cabinet Maker may, without prejudice to any of its other rights and without notice, retake and resume possession of any of the Goods which remain its property and for that purpose, by its employees or agents, enter the Customer's premises, or any other such place as the Goods may be, without liability for trespass or any resulting damage, if:
- there is a breach of any contract between the Cabinet Maker and the Customer;
- any Event of Default occurs; or
- the Customer parts with possession of any of the Goods except by way of sale to its own customers in the ordinary course of its business. The Cabinet Maker may recover the price of the Goods by action, and may apply to wind up or bankrupt the Customer, if the Goods are not paid for in accordance with these Terms, even though property in the Goods has not passed to the Customer. Consistent with the Customer's intended use of the Goods, the Customer must keep the Goods in such condition as the Goods were in when supplied, or in such closest condition as can be reasonably maintained. The provisions of this clause 7 will apply irrespective of any arrangement under which the Cabinet Maker provides the Customer with credit. These provisions apply to the extent of any inconsistency between the two.
Subject to clause 9 of these Terms, the Cabinet Maker warrants that the Goods will conform to the Specifications and will be properly installed. If the Cabinet Maker receives notice of a defect or non-conformance with the Specifications for the Goods or installation of the Goods within twelve months of installation and if after investigation the CM is satisfied of the defect or non-conformance referred to in that Notice, it will replace the affected Goods or supply equivalent Goods, repair the affected Goods, pay any reasonable cost of replacement of the affected Goods, pay any reasonable cost of repairing the Goods, provide the Services again or pay for the reasonable cost of provision of the Services, the choice of which is at the Cabinet Maker’s option. The Trade Practices Act 1974 and corresponding legislation in other jurisdictions in certain circumstances imply mandatory conditions and warranties into agreements (“Consumer Warranties”).This clause does not exclude or limit the application of any Consumer Warranties or other warranties where to do so:
- would contravene the law of the relevant jurisdiction; or
- cause any part of this clause to be void. The Customer hereby waives and the Cabinet Maker disclaims, all other warranties, whether written or oral, express or implied, including but not limited to the Consumer Warranties.
- Limitation of Liability and Remedies
The Cabinet Maker's liability is limited to the extent described in clause 8 above. Notwithstanding clause 8 above, in no event will the Cabinet Maker be liable for any of the following: actual loss or direct damage that is not listed in 8 above; damage for loss relating to the Customer's procurement of substitute products; and incidental, special, economic or consequential damages.
The Cabinet Maker may immediately terminate these Terms if an Event of Default occurs. In the event that the Customer purports to terminate an Order after it has been accepted by the Cabinet Maker, the Cabinet Maker shall be entitled to accept that purported termination as a repudiation of the order and shall be entitled to retain or charge to the Customer twenty five percent (25%) of the purchase price being a reasonable pre-estimate of its loss and damage plus a reasonable amount for work already undertaken.
- Acceleration of Payment
All money which the Customer owes the Cabinet Maker for Goods (including amounts which would not otherwise be payable until a later date) will become immediately due and payable if an Event of Default occurs.
If any provision of this Agreement shall be held to be invalid or in any way unenforceable, it shall be severed and the remaining provisions shall not in any way be affected or impaired and this Agreement shall be construed so as to most nearly give effect to the parties’ intention when it was originally executed.
These Terms may not be assigned by the Customer without the prior written consent of the Cabinet Maker.
These Terms may be varied by the Cabinet Maker without the consent of the Customer.
In these Terms, the following terms have the following meanings:
- “Goods” means products, materials, tangible goods, tangible items, tangible parts or tangible benefits;
- “Event of Default” means where:
- the Customer fails to pay any monies due and that failure is not remedied within 14 days after receiving a notice from the Cabinet Maker requesting the breach to be remedied;
- the Customer breaches any of the Terms and does not remedy that breach within 14 days after receiving a notice from the Cabinet Maker requesting the breach to be remedied;
- the Customer becomes insolvent or bankrupt;
- a petition has been presented against the Customer, an order made, an application made, a resolution passed or a meeting summoned or convened to consider a resolution for its winding up;
- a Receiver, Receiver and Manager, Official Manager, Agent for Mortgagee or an Administrator is appointed in respect of any part of the Customer's property;
- the Customer makes an arrangement or composition with its creditors or proposes to do so; is unable to pay its debts as they fall due; ceases or threatens to cease to carry on its business; or has execution levied against any of its assets; or has a mortgagee enter, or seek to enter into possession of any of its assets.
- Order” means a purchase order provided by the Customer to the Cabinet Maker
- “Quotation” means a quotation provided by the Cabinet Maker to the Customer as varied from time to time;
- “Service” means design, inspection work, work, consultancy, installation work, intangible products or intangible benefits; and
- “Specifications” means the plans and/or specifications as described in and/or attached to an Order accepted by the Cabinet Maker.