TRADING TERMS AND CONDITIONS
1. DEFINITIONS
a. “Agreement” means the agreement for the supply of the Goods and Services of which these terms and conditions form part.
b. “Customer” means the applicant of the Credit Account Application and includes the Applicants’ servants, agents and any related company.
c. “Goods” means all goods and chattels and all charges for work and labour done, hire charges, fees, service charges, repairs, materials, supply, construction or repair of the Goods supplied to the Customer.
2. ENTIRE AGREEMENT AND MODIFICATIONS
Both the Customer and SEATING SOLUTIONS confirm and acknowledge that:
a. This Agreement shall constitute the entire agreement between them and shall supersede and override all previous communications, either oral or written, between the parties;
b. No agreement or understanding varying or extending this Agreement shall be binding upon any party unless arising out of the specific provisions of this Agreement.
3. DELIVERY OF GOODS AND ACCEPTANCE
a. By accepting delivery of the Goods, the Customer shall be deemed to accept these Terms and Conditions.
b. Upon receiving the Goods, the Customer is responsible for inspecting the Goods for any fault or damage.
c. If the Goods are damaged or faulty, you must notify SEATING SOLUTIONS immediately.
4. PRICES
a. Prices for the Goods are subject to change without notice and shall be those ruled at the date of dispatch.
b. Prices are exclusive of GST and delivery charges.
c. SEATING SOLUTIONS may include delivery fees and charges for the Goods with specific orders. Delivery fees and charges are subject to change without notice.
d. Customers may nominate their own carrier or arrange for Goods pick-up only by prior arrangement and subject to SEATING SOLUTIONS’ consent, which may be withheld at their absolute discretion.
e. Fabric surcharges may apply to specific orders.
5. GOODS & SERVICES TAX (GST)
All products and services supplied domestically (i.e. not exported) by SEATING SOLUTIONS will be subject to GST from 1 July 2000. The amount of GST payable on those supplies will be ten percent (10%) of the invoiced value of the supply. The customer will be liable to pay GST to SEATING SOLUTIONS on that supply irrespective of whether the customer is a GST registered or unregistered person or entity.
6. PAYMENT
a. Payment of all invoices must be made no later than fourteen (14) days from the end of the month in which the invoice is dated.
b. Without limitation upon SEATING SOLUTIONS’ other legal rights and remedies, a late payment surcharge of 10% per annum from the due date may be charged monthly on overdue accounts.
c. Any expenses, costs or disbursements incurred by SEATING SOLUTIONS in recovering any outstanding accounts, including debt collection agency fees and solicitors costs, shall be paid by the Customer.
d. SEATING SOLUTIONS reserves the right to vary the credit terms with one month’s written notice to customers, and to withdraw credit without notice.
7. RETENTION OF TITLE
a. Notwithstanding physical delivery of the Goods, the title, right and interest in all the Goods will remain with SEATING SOLUTIONS, unless and until the Customer makes payment for the Goods in full.
b. Until the Goods are paid in full, the Customer acknowledges and agrees that:
(i) Title and ownership of the Goods shall remain with SEATING SOLUTIONS; and
(ii) The Customer will store the Goods in such a way that they may clearly be identified as the property of SEATING SOLUTIONS.
c. The Customer acknowledges and agrees that SEATING SOLUTIONS has the right to, without prior notice, enter upon any premises of the Purchaser (or any receiver, administrator, liquidator or trustee of the Purchaser) to repossess the Goods, and deal with the Goods without restriction, if payment is overdue. Such entry will not give rise to any action or trespass.
8. PERSONAL PROPERTY SECURITIES ACT (“PPSA”)
a. The Terms and Conditions in this clause have the same meaning as given to them in the PPSA
b. The Customer and SEATING SOLUTIONS acknowledge that the Agreement constitutes a Security Agreement that creates a Security Interest in:
(i) All Goods previously supplied by SEATING SOLUTIONS to the Customer; and
(ii) All Goods to be supplied in the future by SEATING SOLUTIONS to the Customer.
c. The Customer agrees and acknowledges that SEATING SOLUTIONS, as Secured Party, is entitled to register its interest in the Goods supplied or to be supplied to the Customer, as Grantor, under this Agreement on the PPSA Register.
d. The Customer agrees to indemnify, and upon demand reimburse SEATING SOLUTIONS for any fees, costs, disbursements and expenses in:
(i) Registering, amending or discharging of any Financing Statement; and/or
(ii) Enforcing any Security Interest granted to SEATING SOLUTIONS by the Customer.
e. The Customer agrees to the extent permitted by law and until ownership of the Goods passes to the Customer, to waive its right to any of the following provisions under the PPSA:
(i) To receive a notice of intention of removal of an accession (section 95);
(ii) To receive a notice that SEATING SOLUTIONS decide to enforce our security interest in accordance with land law (section 118);
(iii) To receive a notice of enforcement action against liquid assets (section 121(4));
(iv) SEATING SOLUTION’S obligation to dispose of or retain collateral (section 125);
(v) To receive a notice of disposal of goods by SEATING SOLUTIONS purchasing the Goods (section 129);
(vi) To receive a notice to dispose of Goods (section 130);
(vii) To receive a statement of account following disposal of Goods (section 132(2));
(viii) To receive a statement of account if no disposal of Goods for each 6 month period (section 132(4));
(ix) To receive notice of any proposal of SEATING SOLUTIONS to retain Goods (section 135(2));
(x) To object to any proposal of SEATING SOLUTIONS to either retain or dispose of Goods (section 137(2));
(xi) To redeem the Goods (section 142);
(xii) To reinstate the security agreement (section 143); and
(xiii) To receive a notice of any verification statement (section 157(1) and section 157(3).
9. DELIVERY AND RISK
a. The Goods shall be delivered to the address specified in the credit application as delivery address unless otherwise agreed to in writing between the parties.
b. All Goods shall be at the risk of the Customer from the date the Goods are dispatched for delivery to the Customer or collected by the Customer. The Customer shall be liable for and shall insure fully against such risk.
10. CLAIMS
a. The Buyer will be deemed to have accepted the Goods as being in accordance with its order unless it notifies the Company in writing of its claim within seven (7) days of receipts of the Goods.
b. No return of allegedly defective goods will be accepted by SEATING SOLUTIONS unless it has given prior written authorisation for the return.
c. Goods will be returned to SEATING SOLUTIONS’ designated receiving point.
d. The Buyer shall be responsible for the expense returning any of the Goods.
e. All returns must be accompanied by documentation to validate purchase.
f. All returns must be returned in the condition, in which they left SEATING SOLUTIONS.
g. Specially ordered items manufactured to specification cannot be returned and will not be accepted for credit.
11. WARRANTIES
SEATING SOLUTIONS will cover the goods for the designated warranty period, for any breakdown in moving parts or fault in manufacturing which occurs under normal working conditions.
12. CANCELLATION
Orders placed with SEATING SOLUTIONS cannot be cancelled without the written approval of SEATING SOLUTIONS. In the event that SEATING SOLUTIONS accepts the cancellation of any order placed with it, SEATING SOLUTIONS may be entitled to charge a reasonable fee for any work done on behalf of the Customer to the date of cancellation including a fee for the processing and accepting the Customer’s order and request for cancellation.
13. JURISDICTION
These terms and conditions are governed by the laws of New South Wales, Australia. If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
14. DISPUTES
Any dispute between the parties will be submitted to the exclusive jurisdiction of the appropriate Court nearest Sydney for resolution.
WARRANTY
All Seating Solutions products come with a warranty against defect.
The length of that warranty varies between products and is noted both in Seating Solutions’ catalogue and website www.seatingsolutions.com.au
The warranty covers faults in materials and workmanship on Seating Solutions products. Should a warranty claim be accepted, Seating Solutions liability under this warranty (and any warranty that is implied and can only be limited as permitted by law) is to either repair, replace parts or the complete product at their discretion to remedy the fault, free of charge.
The warranty extends only to the original purchaser acquiring the product directly from Seating Solutions authorised dealers and is non-transferable. All repairs must be carried out by an authorised Seating Solutions representative. Repairs carried out by a party under instructions from Seating Solutions will be covered by the specified product warranty period on workmanship and repair. If the workmanship of the repair is deemed by Seating Solutions to be faulty, a new replacement product will be provided. To the extent permitted by law, all other warranties, express or implied, are excluded.
The warranty applies from the date of invoice and does not apply where the product has been used other than for the purpose for which it was designed.
To the extent permitted by law, the warranty does not cover:
1. Normal wear and tear, natural variations are not considered defects.
2. Fabric (warranty only limited to that given by the fabric manufacturer, agent or supplier).
3. Damage arising from negligence, accident, abnormal use or abuse.
4. Products which have not been maintained as recommended by Seating Solutions
5. Products which have been modified or altered, repaired or refurbished other than by Seating Solutions or an authorized agent.
6. Any indirect or consequential loss.
7. Transport charges to return the product to Seating Solutions for repair or replacement.
8. End user customers who use Seating Solutions products for rental purposes.
Warranty claims must be accompanied by proof of purchase, full details of the defect and any further documentation requested e.g. photographs. If requested the customer must make the product available for inspection by a Seating Solutions representative for evaluation.
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