West Coast Fasteners Pty Ltd
ABN 31 068 608 168
('Company', "we", "us", "our")
STANDARD TERMS OF SALE (“Terms”)
Effective 9 November 2023
These Terms apply whenever we supply Goods to a Customer ('you', 'your').
In these Terms:
"Consequential Loss" means any loss which is indirect or consequential, including loss of revenue, loss of income, loss of business, loss of profits, loss of goodwill or credit, loss of business reputation, loss of data, loss of interest, damage to credit rating, or loss or denial of opportunity;
"Consumer" has the meaning given to it under the Australian Consumer Law, contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
"Contract" means the contract for the purchase of Goods comprising these Terms, each Purchase Order and any Credit Application;
"Credit Application" means a credit application submitted by you, in a form approved by us, that we accept;
"Customer" means any person or entity that purchases Goods under this Contract;
"Defect" or "Defective" means a defect or flaw in the Goods which prevents the Goods from being used for the purposes intended for such Goods, but does not include:
"Force Majeure" means an act of God, flood, fire, war; revolution or any other unlawful act against public order or authority; an industrial dispute including strike or other labour disturbances; a governmental restraint; a shortage or unavailability of raw materials, production capacity or transportation; and any other event not within our reasonable control;
"Goods" means all products and services we agree to supply to you from time to time under this Contract including any Special Order Goods;
"GST" means any goods and services tax and any replacement or similar tax;
"Insolvency Event" means the happening of any of these events:
"Manufacturer Warranty Period” means the warranty period for the Good provided by the manufacturer of the Good, or in relation to services, the warranty period provided by the persons undertaking the service;
"Non-Excludable Rights" means any applicable law that cannot be excluded, restricted or modified by agreement of the parties;
"Purchase Order" means any order for Goods placed by you with us, in whatever form, and accepted by us;
"PPSA" means the Personal Property Securities Act 2009 (Cth);
"Special Order Goods" means any non-stocked Goods that we must order in, or any Goods that we must have custom-made, to fulfil your Purchase Order; and
“Territory” means Australia.
2.1
Unless we otherwise agree in writing, this Contract is the only contract which applies to the Goods we supply.
3.1
We have the sole discretion to accept or reject an order, or any variation, modification or cancellation to an order that you request. Any order not rejected by us becomes a 'Purchase Order' under this Contract.
4.1
We warrant that:
5.1
All prices quoted are in Australian dollars and except as otherwise expressly stated, are exclusive of insurance, delivery charges, credit card surcharges, GST and any other sales, value added or similar tax.
6.1
You must pay the price for the Goods by the due date and using the method stated in our invoice, monthly statement or in the Credit Application. If no time is stated in these documents, then you must pay the price when you collect, or we deliver, the Goods. We may supply the Goods in separate instalments. Each separate instalment will be invoiced and must be paid in accordance with this clause 6.1. We may refuse to supply Goods to you in future if you do not pay us all amounts that you owe us on or before the date that such amounts are due. We may require you to pay a deposit for any Special Order Goods, which must be paid when we accept your order.
7.1
Unless otherwise specified in a Purchase Order, you must collect the Goods from the address set out in the Purchase Order within 14 days after we notify you that the Goods are ready for collection (Collection Notice).
8.1
You must, as soon as possible after delivery, check the quantity of the Goods delivered against the quantity due to be delivered. Subject to any Non-Excludable Rights, we are not responsible for making good any shortage unless you give us notice of the shortage within 5 days after delivery.
9.1
If we determine acting reasonably that the Goods are Defective Goods, subject to these Terms and any Non-Excludable Rights, we may, at our option, replace the Goods or refund the price of the Goods.
10.1
Subject to any Non-Excludable Rights, all returns for Defective Goods will be dealt with in accordance with clauses 8 and 9, and no refund or exchange will be provided for any change of mind or an error in ordering the Goods, except where we consent to a cancellation under clause 3.
11.1
Where we deliver the Goods to your delivery location, risk in the Goods passes to you upon delivery to the delivery location. In all other circumstances, risk in the Goods passes to you on collection of the Goods at our premises.
Despite any other clause in this Contract, to the extent that any supply made under or in connection with this Contract is a taxable supply (as defined by the A New Tax System (Goods and Services Tax) Act 1999 (Cth)), you must pay to us, in addition to the consideration provided for under this Contract or that supply (unless it expressly includes GST) an amount (additional amount) equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the supply. You must pay the additional amount to us at the same time as the consideration to which it is referable. You are responsible for paying any other duties, taxes or charges, including any stamp duty (if applicable), in relation to the Goods.
13.1
Subject to any Non-Excludable Rights:
14.1
Neither party is liable for any failure or delay in performing any of its obligations under this Contract because of a Force Majeure. If this occurs, either party may suspend performance of its obligations under this Contract while the Force Majeure continues or may, after 30 days of a continuing Force Majeure, without liability, terminate any affected Purchase Order or this Contract immediately by giving the other written notice.
15.1
Each party warrants that it will at all times comply with all applicable privacy laws within the Territory.
16.1
If any provision of this Contract or its application to any person or circumstance is or becomes invalid, illegal or unenforceable the provision shall, so far as possible, be read down to such extent as may be necessary to ensure that it is not invalid, illegal or unenforceable. If any provision or part of it cannot be so read down the provision or part of it shall be deemed to be void and severable and the remaining provisions of this Contract shall not in any way be affected or impaired.