TERMS OF TRADE
“Application” means any application for supply/credit submitted by the Customer to Group Technologies “Group Technologies” means Group Technologies Australasia Pty Ltd ACN 072 549 010 of 86 Derby Street, Pascoe Vale Victoria 3044 Australia.
“Customer” means the person or entity who has placed an order to purchase Goods from Group Technologies
“Terms of Trade” means the Company’s terms and conditions of supply as set out in this document (including the Application) as varied from time to time
“Goods” means those goods that are described in the [Order Form/Price List/Invoice] that are to be provided by Group Technologies to the Customer in accordance with these terms and conditions.
2. Application of Terms and Conditions
(a) These Terms of Trade are to be read in conjunction with the Application and shall apply to every quotation or offer by Group Technologies for the supply of Goods to the exclusion of all other representations, whether express or implied in any way whatsoever.
(b) These Terms of Trade contain the entire understanding between the parties and there is no other understanding agreement warranty or representation (whether express or implied) between Group Technologies and the Customer.
3. Payment of Purchase Price
(a) Unless stated otherwise all prices quoted are in Australian dollars;
(b) Quoted prices exclude all freight and insurance fees which are to be paid by the Customer.
(c) Payment for Goods supplied shall be made in full by the Customer to Group Technologies without deduction or demand within the approved term as advised in writing by Group Technologies, or in the absence of a term approved by Group Technologies, within 21 days of the invoice date (“the “due date”).
(d) Time is of the essence regarding the making of all payments and where payment is not made by the due date interest will be payable by the Customer on all amounts overdue from the due date until the date that payment is received at rate of 5% higher than the rate prescribed by the Penalty Interest Rate Act 1983 (Vic) calculated daily and compounded monthly.
(e) Group Technologies may, from time to time, offer customers discounts as an incentive for making timely payments. Any such incentives will only be provided to customers on such terms approved by Group Technologies. No settlement discounts will be allowed if current account balance is overdue.
(f) The Customer shall indemnify Group Technologies for all costs incurred by Group Technologies (including legal costs and other fees) in recovering any outstanding amounts owing to Group Technologies by the Customer.
(g) Payment by cheque is subject to clearance and any cheque that is rejected by a bank will attract a rejection fee of $48.00.
4. Price Variation
(a) Group Technologies may provide indicative price lists to the Customer and Group Technologies reserves the right to vary any quoted prices at any time for whatever reason.
(b) Any price variations will apply from the date that the Customer is advised.
5. Property & Risk
(a) All risk in the Goods shall pass to the Customer upon dispatch to either the Customer or to the first carrier commissioned by the Customer or Group Technologies.
(b) The property in and legal title to the Goods does not pass to the Customer until payment for all debts owing to Group Technologies by the Customer is received by Group Technologies in full in cleared funds.
(c) Until the Customer has satisfied all payments in accordance with Clause 5(b) it must store the Goods separately and apart from its own goods and those of any other person or company and shall hold such Goods as bailee.
(d) Until such time that all debts owing to Group Technologies by the Customer have been paid in full, Group Technologies may, at its discretion, without further notice and without prejudice to any other of its rights, enter upon the Customer’s premises and re-take possession of the Goods and re-sell them, without any liability for any loss or damage suffered as a consequence of such entry or re-taking of possession.
(e) The Customer hereby agrees to provide Group Technologies (or its duly appointed agent) with an irrevocable licence to enter any premises occupied by it for the purpose of exercising the rights conferred under clause 5(d).
(f) In the event that the Customer sells or parts with possession of the Goods prior to title in the Goods passing to the Customer, the Customer agrees to hold as trustee for Group Technologies, in a separate trust account, so much of the consideration received by the Customer from the third party, that relates to the said sale or passing of the Goods, that is equal to the amount then owing by the Customer to Group Technologies in respect of those Goods.
(g) Notwithstanding the foregoing, the Customer shall be responsible for the Goods until payment in full is made to and received by Group Technologies, and the Customer shall indemnify Group Technologies for any damage, destruction, depreciation and diminution in the value of the Goods during the period the Customer is responsible for the Goods.
(h) The provisions of Clause 5 will apply despite any arrangement under which Group Technologies provides credit to the Customer and these provisions will prevail to the extent of any inconsistency with any other agreement or arrangement entered into by the Customer and Group Technologies.
From the day that risk in the Goods passes to the Customer until the passing of title pursuant to Clause 5, the Customer must, at its own cost, insure the Goods, against such risks as a prudent owner of the Goods would insure them (for their full insurable value).
(a) Cancellation of any order by the Customer requires approval in writing from Group Technologies (which may or may not be granted) otherwise the Goods will be delivered to the Customer and Group Technologies will be entitled to receive payment of the purchase price from the Customer in accordance with these Terms of Trade.
(b) All cancellations are subject to a re-stocking and handling fee of 20% of the total invoice value. Any additional costs for products not currently in stock which are considered indent items (including costs such as freight, re-conditioning, re-calibration or any general service), may incur additional fees.
(c) Group Technologies is not obliged to supply Goods in relation to any order and may cancel or suspend (in their absolute discretion, and without limitation to any other remedy available to it) the trading account of the Customer at any time if:
(i) the Customer breaches any of these Terms of Trade;
(ii) the Customer has provided any false or misleading information to Group Technologies including information set out in the application for credit with Group Technologies;
(iii) the Customer commences to be wound up or is placed in liquidation, under official management, or has either a receiver or an administrator appointed; or
(iv) Group Technologies has formed the opinion (in its absolute discretion) that the account no longer meets the terms and conditions or commitment expected from its customers.
8. Exclusion of Warranties
(a) Except as expressly provided to the contrary in these Terms of Trade all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise (including but not limited to those implied by the United Nations Convention on Contracts for the International Sale of Goods) are excluded to the maximum extent permitted by law.
(b) Notwithstanding clause 8(a), Group Technologies acknowledges that legislation, including the Trade Practices Act 1974, as amended or replaced, may imply warranties or impose obligations upon Group Technologies which cannot be excluded, restricted or modifi ed. These Terms of Trade must be read subject to any such statutory provisions provided that where Group Technologies is entitled to do so, its liability will be limited to one or more of the following as determined by Group Technologies:
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods;
(iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(iv) the payment of the cost of having the goods repaired.
(c) The Customer agrees and acknowledges that Group Technologies is not under any liability to the Customer or to any other person in respect of any loss or damage howsoever caused (including negligence), which may be suffered or incurred or which may arise either directly or indirectly in respect of the supply of the Goods or any ancillary services or advice or the failure or omission on the part of Group Technologies to comply with its obligations hereunder and the Customer agrees to indemnify and hold Group Technologies harmless in the event that any third party makes a claim or commences any action against Group Technologies for whatever reason relating directly or indirectly to the performance or non-performance of the Customer’s or Group Technologies’ obligations hereunder.
9. Force Majeure
If delivery is prevented or delayed, in part or all, by reason of any act of God, or the consequence thereof including, but not limited to fire, flood, typhoon, earthquakes, tornado or by reason of riots, wars, hostilities, government restrictions, trade embargoes, strikes, lockouts, labour disputes, boycotting of goods, ship shortage, chemical or nuclear spill, manufacturer’s bankruptcy, delays or damage in transportation or other causes beyond Group Technologies’ control, Group Technologies may, at its option, perform the contract or the unfulfilled portion thereof within a reasonable time from the removal of the cause preventing or delaying performance, or rescind unconditionally and without liability, this contract or the unfulfilled portion thereof.
(a) Unless nominated by the Customer, all deliveries are made via Group Technologies’ nominated carrier. Customers will be charged on the invoice relating to the Goods shipped.
(b) Any dates specified for delivery of any Goods are estimated dates only and Group Technologies shall not be liable for any damage or loss which the Customer may suffer as a result of delivery being delayed for any reason whatsoever.
(c) Group Technologies reserves the right to deliver the Goods by instalments and each instalment shall be deemed to be a separate contract subject to these terms and conditions. Should Group Technologies fail to deliver or make defective delivery of one or more instalments this shall not entitle the Customer to repudiate the entire order.
(d) The Customer shall inspect all Goods delivered against the invoice and/or delivery docket at the time of receipt of Goods and must note any defi ciencies before being signed.
(e) Acceptance of the Goods delivered shall be deemed for all purposes to have taken place at the expiration of two (2) day days from the date of delivery.
(f) Without prejudice to any other rights and remedies which it may have, Group Technologies may charge storage and transportation expenses if the Customer fails or refuses to take or accept delivery or indicates to Group Technologies that it will fail or refuse to take or accept delivery at the time specified or at any other times that Group Technologies (or its nominated carrier) is able to deliver the Goods.
11. Claims and Returns
(a) The Goods are supplied on a firm sale basis only, that is to say that Group Technologies shall neither supply the Goods on an “approval basis” nor shall it accept returns of the Goods for reasons other than a breach of warranty.
(b) Goods sold shall have the benefit of any warranty given by the manufacturer or producer of the Goods but will only be accepted for return in accordance with Group Technologies’ warranty policy.
(c) No claim of any nature whatsoever will be recognised unless made in writing within 48 hours of delivery and noted on the delivery / carrier invoice.
(d) Goods returned to Group Technologies will not be accepted unless:
(i) the Customer has obtained a Return Authority Number from Group Technologies that is recorded on accompanying consignment note and paper work;
(ii) the Goods are returned in original packaging and contain all original documentation and are fit for resale; and
(iii) the Customer agrees to pay a minimum restocking fee of 20% of the invoice value of the Goods returned, to be deducted from any credit due.
(e) Any Goods returned must be at the Customer’s entire risk and expense except in cases where goods have been supplied in error by Group Technologies and a Return Authority Number has been quoted. All Goods returned must be by Group Technologies nominated carrier.
(f) Notwithstanding clause 11(b), Group Technologies shall not be liable for any loss or damage either direct or consequential arising out of any defects arising from the supply or use of the Goods.
12. Goods and Services Tax
(a) If a party makes a taxable supply pursuant to A New Tax System (Goods and Services Tax) Act 1999, except where indicated otherwise, the amount payable for the taxable supply will be expressed as a Goods and Services Tax (“GST”) exclusive amount; and
(b) the party liable to pay for the taxable supply must, upon receiving a valid tax invoice, also pay any amount of GST that accrues in respect of the taxable supply at the same time as payment for the taxable supply is due.
(a) The Customer may not assign its interest without the written consent of Group Technologies.
(b) Group Technologies may assign the performance of any of its rights or obligations under these Terms of Trade without notice.
These terms and conditions shall be governed by and interpreted in accordance with the laws of the State of Victoria and where appropriate the laws of the Commonwealth of Australia and the parties shall submit to the non-exclusive jurisdiction of the courts of the State of Victoria.
(a) No variation of these Terms of Trade will be binding on Troup Technologies unless approved in writing by a duly authorised signatory of Group Technologies.
(b) Group Technologies reserves the right to amend these Terms of Trade by notice in writing to the Customer.
The Customer acknowledges that its agents and employees may place orders for Goods with Group Technologies and that it shall be bound by these terms and conditions irrespective of whether any such orders are unauthorised or fraudulent.
In the event that any provision of these Terms of Trade is found to be invalid or unenforceable then such provision shall be read as valid to the extent permitted by law. If the provision as a whole is invalid such invalidity or unenforceability will not affect the validity or enforceability of the other provisions of these Terms of Trade which remain in full force and effect.
Failure or neglect by Group Technologies to enforce any provisions of these Terms of Trade shall not be construed nor shall be deemed to be a waiver of Group Technologies rights nor in any way affect the validity of these Terms of Trade nor prejudice Group Technologies rights to take subsequent action.
Group Technologies may serve any notice on the Customer by forwarding it by post or facsimile at the last known address of the Customer.
20. Clerical Errors
Clerical errors, typing errors or other errors in computations, catalogue, quotation, acceptance, offer, invoice, delivery docket, credit note or specification of Group Technologies shall be subject to correction by Group Technologies.