RIVER SANDS PTY LTD TERMS AND CONDITIONS OF TRADING
I/We acknowledge that I/we are aware of your terms and conditions of trading and further that I/we agree to your terms and conditions of trading:
Terms and Conditions of Trading:
Any order for the purchase of goods placed by a Purchaser will incorporate these Conditions of Sale and any conditions contained in the Purchaser’s order are excluded, unless expressly agreed to in writing by River Sands Pty Ltd (Seller).
The company reserves the right to vary these terms and conditions at any time by written notice.
In these Conditions, goods means the goods that the Company proposes to sell or has sold to a Purchaser, being (where relevant) the goods described on the other part of this document, and areference to goods includes services.
The Seller in these conditions means River Sands Pty Ltd. The Purchaser means the person, firm or company to whom the invoice is submitted.
The Seller is a supplier of construction products to the building, construction and mining industries therefore shall not be regarded as a subcontractor.
Should there be any change in the status of the business of the applicant(s), whether by partnership, incorporation or formation of trust or any other extension or variation which shall modify or negate any of the rights of the Seller then its warranted that within 14 days of such change, written notice of same will be delivered to the company. Failing such notice it shall be deemed that the responsibility for payment of the accounts remains solely with the applicant(s) notwithstanding any notice of such change that may have been received from another source.
2. Governing Law and Jurisdiction
This agreement shall be deemed to be entered into by the parties hereto in the State of Queensland and any action with respect to the terms, conditions and stipulations hereof shall be vested in the jurisdiction of the Courts of the State of Queensland.
The Purchaser acknowledges and declares that he or she has read these terms and conditions and fully understands the same.
Terms of Trading are strictly net cash thirty days after end of month delivery. Should the invoice remain unpaid after the above period, discount will be revoked and interest at the rate of 1.4% monthly will be charged.
The seller reserves the right to vary the terms of payment and to require payment in full prior to delivery if, at any time, the credit worthiness of the Purchaser is, in the Seller’s opinion, unsatisfactory.
Fees apply for payment by credit card for account customers.
Failure to make payment of any monies owing on the due date will constitute a Breach of Contract and the Seller may treat the whole Contract as repudiated and act accordingly. The Seller may, before any further delivery against any order, require payment thereof and of all other accounts then due under this or any other contract with the Purchaser.
If a trade account has not been established, sales will only be made on a cash before delivery basis. Cheques are only acceptable on the guarantee that there are sufficient funds in the bank of account on which the cheque is drawn to ensure full payment on presentation.
Delivery and/or performance of the contract is subject to the ability of the Seller to obtain raw materials from its normal source of supply.
The Seller reserves the right to cancel or postpone delivery due to war, acts of terrorism, strikes, lockouts, unavailability and/or any other causes beyond its reasonable and practicable control.
a. Unless otherwise stated in writing, the invoice is delivery on trucks in properly constructed street alongside site as conditions allow. Unloading of trucks is the Purchaser’s responsibility and detention of trucks in excess of half an hour per load will be charged to the Purchaser at the rate ruling at the time.
b. In the event of the Seller’s vehicles entering upon any property at the request of the Purchaser, the Seller will not accept responsibility for damage to that property whatsoever.
c. Product will be delivered to unattended sites upon the Purchaser’s request only upon the following basis
1. materials will be unloaded from the delivery vehicle at the location considered by the Seller to be the correct location, and
2. once unloaded the materials shall be deemed to have been delivered.
3. If the Seller is advised that the location is incorrect and the Seller retrieves the materials a return fee will be charged to the Purchaser’s account.
7. Claims for wrongful delivery
The Purchaser agrees to check all materials received against delivery documents immediately upon unloading at destination. No claim for shortages or improper or defective materials will be recognised by the Seller unless notified within forty eight (48) hours. Any claim which the Purchaser does not notify within that time (time being of the essence) will be taken to have been absolutely waived.
8. Use of Materials
The Seller will not be liable for any claim resulting from the use of the Purchaser of any improper, defective or damaged materials and no claim will be allowed on account of any Purchaser for returned materials unless authorised by the Seller
9. Misuse of Materials
The Seller accepts no responsibility for any claim resulting from improper use of the materials supplied. The cost involved in rectification of any damage to work either in progress or completed by any other trades will be charged to the Purchaser’s account.
The estimated quantities shown on the Quotation Form are not guaranteed and the Purchaser will be charged for the actual amount supplied.
11. Errors or Omissions
The Seller has the right to rectify errors or omissions at its own expense within a reasonable time after notification by the Purchaser.
12. Return of Materials
Credit for return of products will only be considered if goods are in perfect condition and are returned to the factory accompanied by the original invoice, within 14 calendar days of purchase. Any products which have been tampered with cannot be returned for credit. Any products which, by agreement with the Seller, are returned for credit shall be subject to a return fee amounting to ten percent (10%) of invoice value.
13. Returnable Pallets
At all times the seller retains the right of possession of any returnable pallets used for delivery of the goods and the purchase indemnifies the Seller for the full price of new pallets in respect of any returnable pallets that are not returned or exchanged in good order and condition to the seller within 30 days of delivery of goods.
1. The only conditions and warranties which are binding on the Seller in respect of the state, quality or condition of any goods and/or services supplied by it to the Buyer are those imposed and required to be binding by statute (including the Competition and Consumer Act 2010). The liability, if any, of the Seller arising from the breach of such conditions and warranties will, in the case of terms applying to the provision of goods and services not of a kind ordinarily acquired for personal, domestic or household use or consumption, at the Seller’s option, be limited to and completely discharged by either the replacement or the repair by the Seller of the Goods and/or resupply of services supplied to the Buyer or payment of the cost of the same and otherwise, to the maximum extent permitted by law. Otherwise all other conditions and warranties whether express or implied or applied by law in respect of the Goods which may apart from this clause be binding on the Seller are expressly excluded and negatived.
2. Except to the extent provided immediately above, the Seller will have no liability (including liability in negligence) to any person for any loss or damage consequentially or otherwise however suffered or incurred by any other person caused by or resulting directly or indirectly from any failure, breakdown, defect or deficiency of whatsoever nature or kind of the Goods and/or Services.
15. Risk, Property and PPSA
1. Risk in the goods passes to the Purchaser on delivery. If the Purchaser collects the goods or arranges for their collection from the Seller then delivery will be deemed to occur on collection of the goods from the Seller. Notwithstanding the passing of risk:
a. all goods delivered by the Seller to the Purchaser remain the property of the Seller until all money owing to the Seller by the Purchaser has been paid in full. Until that time the Purchaser may sell the goods in the ordinary course of business and the proceeds will deemed to be held in trust for and as the property of the Seller. The Purchaser must not assign any property held in trust on behalf of the Seller to any third party. The Purchaser must separately store or otherwise distinguish goods delivered by the Seller until title in them passes to the Purchaser.
b. the Seller will be entitled to enter the premises of the Purchaser at any time to inspect the goods and all records in relation to all goods supplied by the Seller and all records in respect of the sale of those goods by the Purchaser. The Purchaser must keep accurate records of all goods purchased from the Seller.
c. the Seller will be entitled to enter the premises of the Purchaser at any time to recover possession of those goods for which payment in full has not been made by the due date and the Purchaser provides the Seller with an irrevocable licence to enter all property/premises it owns or controls at any time for this purpose. If the Seller enters the premises of the Purchaser to take possession of the goods and it is not possible to otherwise identify the ownership of the goods in the possession of the Purchaser, the goods will be treated as though they were sold by the Purchaser in the same sequence as the Purchaser took delivery of the goods. If the quantity of goods exceeds the amount owing, the Seller will be entitled to determine which of the goods it claims ownership in.
d. The Purchaser acknowledges that the Seller can only transfer title or rights in respect of goods that it has, and if goods are purchased by the Seller from a third party, the Seller can only transfer such title or rights as that third party had and has transferred to the Seller.
e. The Purchaser acknowledges that a Purchase Money Security Interest (PMSI) is granted by the Purchaser in favour of the Seller, in all goods that are supplied from time to time by the Seller to the Purchaser and which are not paid for in full by the Purchaser at or prior to delivery.
2. The Purchaser agrees to notify the Seller of any change in its ownership, name or address. Notwithstanding any such change in the Purchaser’s ownership, trading structure or name or any advice by it to the Seller of such change, the Purchaser will remain personally liable for payment of the price of any goods supplied pursuant to these terms and conditions and for compliance with these terms and conditions until it has received written confirmation from the Seller that its account has been closed and full payment received.
3. The Purchaser agrees to do all such things, provide all such information, pay all fees and sign all documents as are necessary and required by the Seller to enable the Seller to acquire a perfected security interest in all goods supplied by the Seller to the Purchaser.
4. Without limiting any other provision of these terms and conditions, the Purchaser waives its right to receive any verification statement (or notice of any verification statement) in respect of any financing statement or financing change statement relating to any PMSI or other security interest created under these terms and conditions.
5. The Purchaser and the Seller agree that, to the extent permitted by law and in respect of any PMSI created under these terms and conditions:
a. the Purchaser and the Seller contract out of:
i. the Seller’s obligation to: A) dispose of or retain any goods under section 125 of the PPSA; and B) include details of amounts paid to other secured parties in a statement of account under section 132(3)(d) of the PPSA;
ii. section 142 of the PPSA; and
iii. section 143 of the PPSA;
b. the Purchaser and the Seller contract out of the Purchaser’s rights to (and the Purchaser waives its right to):
i. receive notice of the removal of an accession under section 95 of the PPSA;
ii. receive notice of any action of the Seller to enforce any security interest in liquid assets under section 121(4) of the PPSA;
iii. receive notice of the Seller proposal to dispose of any goods under section 130 of the PPSA;
iv. receive a statement of account under section 132(4) of the PPSA; and
v. any other provision of the PPSA notified to the Purchaser by the Seller after the date of acceptance of the Application; and
c. the Purchaser and the Seller contract out of the application of Part 4.3 of the PPSA (other than sections 126,128, 29(1), 133 and 134(1)) if that Part would apply by virtue of section 116(2) of the PPSA.
6. The Purchaser agrees to enter into further security documentation as required by the Seller as a condition of granting a credit facility, further credit or continuing to provide credit to the Purchaser. If there is an inconsistency between the provisions of those security documents and these terms and conditions then the provisions of those security documents will prevail.
7. PPS Law means: the PPSA and any regulation made at any time under the PPSA, including the PPS Regulations (each as amended from time to time); and any amendment made at any time to any other legislation as a consequence of a law or regulation. PPS Regulations means the Personal Property Securities Regulations 2010 (Cth).
PPSA means the Personal Property Securities Act 2009 (Cth).