Conditions of Supply of Goods & or Services,
1 Definitions: 1.1 In these terms and conditions of supply of goods and or services: 1.1.1″Buyer” means the person, firm or company having signed this document and/or who purchases and or accepts Goods from the Seller ; 1.I .2 “Seller” means Manly Locksmiths Pty Ltd; 1.1.3 “Parties” means the Buyer and Seller collectively; 1.I .4 “Property” means motor vehicle, dwelling, commercial premises, etc. 1.1.5 “Goods” means the goods and or services supplied to the Buyer at the Buyer’s request.
2 Interpretation: -2.1 The Parties agree that: 2.1.1 All requests for Goods supplied by the Seller and accepted by the Buyer are subject to and conditional upon the following conditions, or as otherwise agreed between the parties in writing, and further all conditions of sale implied by Law or Statute are hereby specifically excluded and negatived by this agreement so far as it is lawful to so do; 2.1.2 If any provision herein is void, legal or otherwise unenforceable then the Parties will amend that provision so as to achieve the intention of the Parties without illegality or that said provision may be severed from these terms at the discretion of the Seller; 2.1.3 This agreement is deemed to have been made in New South Wales and the Parties agree that any dispute will be heard by a court of competent jurisdiction located closest to the Seller’s business premises.
3 Price and Payment: – 3.1 At the Seller’s discretion the Price of the Goods will be as indicated on the invoice provided by the Seller to the Buyer. Time is of the essence for payment of the Goods which must be made immediately upon receipt of the invoice, with said invoice being submitted at the seller’s discretion. If payment for the Sellers invoice is not received by the Seller immediately upon providing the Buyer with such Invoice, then the Seller will be entitled to recover from the Buyer: 3.2.1 The amount of the Invoice; and 3.2.2 At the Sellers discretion, Interest having accrued on the amount outstanding on said Invoice from the date the Invoice was supplied to the date of payment and such interest calculated at a rate being equivalent to that charged by any commercial bank for an overdraft cheque account ; 3.2.3 All collections costs incurred by the Seller including legal expenses on a solicitor and client own basis and any debt collection commissions. 3.3.1 Estimations quoted by the Seller where Goods are to be installed or fitted and where the property has not been inspected, may vary and may be subject to further inspection. 3.3.2 The Seller reserves the right to vary any verbal quote given for goods.
4 Risk and Title: -4.1 The Parties agree that: 4.1.1 risk of the Goods will pass immediately upon supply; 4.1.2 title to the Goods will only pass to the Buyer when the Buyer has paid for the Goods along with any interest, costs and other expenses imposed by this agreement in full.
5 Retention of Title:– 5.1 The Parties agree that while title to the Goods has not passed to the Buyer, the Buyer will hold those Goods as bailee and thereby: 5.1.1 owes the Seller duties and liabilities as bailee; 5.1.2 will not attempt to convey title to the Goods to any third party unless otherwise agreed by the seller in writing; 5.1.3 Must not prevent the Seller from entering the Buyers premises or the premises of its associate to take possession of the Goods. 5.2 The Seller is immediately entitled to take possession of the Goods whilst title has not yet transferred to the Buyer in the event of the Buyer: 5.2.1 committing an act of bankruptcy; 5.2.2 being wound up, placed into receivership or under administration; 5.2.3 entering into an arrangement for the benefit of its creditors; 5.2.4 being in breach of any terms of this agreement. 5.3 The Buyer will indemnify the Seller for any claim made by any third party against the seller as a result of the Seller taking possession of the Goods. 5.4 If the Buyer sells the Goods in contravention of this Agreement then the Buyer: 5.4.1 holds the proceeds of the sale on trust as agent for the Seller immediately when they are received; and 5.4.2 must pay the proceeds of sale of the Goods into a separate Bank account as trustee for the Seller. 5.5 Notwithstanding the provisions in this clause 5, the Seller is entitled to maintain an action against the Buyer for the Invoice, interest and other costs.
6 Defects: -6.1 The Buyer will have 7 days from the date upon which it was provided the Invoice, to inspect the Goods and notify the Seller in writing as to any defects. The Buyer will give the Seller opportunity to inspect any allegedly faulty Goods or Service. 6.2 After the Seller has inspected the Goods or Service, the Seller will either: 6.2.1 Deny the Goods are defective;6.2.2 Confirm the Goods are defective and: 6.2.2.1 Confirm the Goods are covered by a manufacturer’s warranty in which case clause 7.3 will apply; or 6.2.2.2 Will agree to remedy the defect under clause 7.4. 6.3 The Sellers Liability is confined to clause 6.2 and will not extend to any other claims for loss or damage occurring in respect to the supply of the Goods. 6.4 If the Buyer should fail to strictly comply with clause 6.1 above then the Goods are conclusively deemed to be supplied in accordance with these terms and conditions and free of any defect of damage.
7 Warranty and Limitation of Liability: – 7.1 The Buyer has satisfied itself as to the suitability of the Goods for the purpose for which they are required by the Buyer and the Seller shall not be liable for any loss or damage direct or indirect should the Goods not be suitable for that purpose. 7.2 Except as provided herein all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the Goods for any purpose or as to design, assembly, installation , materials or workmanship or otherwise are expressly excluded and the Seller shall not be liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, layout, assembly, installation or operation of the Goods or arising out the Seller’s negligence in any way whatsoever. 7.3 In the event a defect is covered by a manufacturer’s warranty the Seller will submit the allegedly faulty product to the manufacturer. The Buyer will indemnify the Seller for any costs incurred by the Seller in that warranty claim process. 7.4 The Sellers liability for breach of a conditional warranty implied by any law is limited to: 7.4.1 the replacement of the Goods or supply of equivalent Goods; or 7.4.2 the repair of the Goods; or 7.4.3 the payment of the costs of replacing the Goods or of acquiring equivalent Goods; or 7.4.4 the payment of having the Goods repaired. 7.4.5 In the event there are consequential costs to remove or refit the product to facilitate a claim the Buyer agrees to pay same. (example – freight cost to return a safe to the manufacturer or scissor lift hire to remove a CCTV camera)
8 Buyers Acknowledgment: – 8.1 In the event the Buyer has requested the Seller to gain entry to any Property the Buyer: 8.1 .I hereby confirms that it has a lawful right to gain access to the Property; 8.1.2 acknowledges that the If required and In the process of gaining entry the property ( locks ) may be damaged by the Seller to the said Property and the Buyer voluntarily assumes the risk of that damage; and 8.1.3 hereby authorizes the Seller to access that Property. 8.2 The Buyer further agrees to hereby indemnify the Seller against all claims, demands, damages, penalties, costs, charges and expenses to which the Seller may become wholly or partially liable as regards the supply of the Goods whether or not by virtue of any negligence on behalf of the Seller or the Seller’s Agents. 8.3 The Buyer warrants and acknowledges that unless it notifies the Seller as provided for by clause 6.1., it shall be deemed to have accepted the Goods.
8.4 Upon the Buyer receiving the Seller’s invoice for product either at the time of supply or at a later date, the Buyer acknowledges receipt of the product in merchantable condition and in compliance with its description if any.
