Terms and Conditions of Quotation & Sale
These are Terms and Conditions of Sale of all products and services supplied by Silver Stone Hardware Pty Ltd (ABN 85 152203159) (“SSH”). Except as otherwise expressly agreed upon in writing between a duly authorised officer of the SSH and the Customer, these Terms and Conditions will apply notwithstanding any provisions to the contrary which may appear on any order form or other document issued by any Customer.
General
1. SSH will provide the Customer with a price list setting out the prices of the products. The SSH may update the price list from time to time without notice to the Customer.
2. All orders placed with the SSH are subject to these Terms and Conditions and the SSH may, at any time and from time to time, vary or alter these Terms and Conditions. Any such variation to these Terms and Conditions will apply upon notification by the SSH to the Customer.
3. If a customer cancels or alters any order or part order for special products or standard products with special materials at any time after SSH has received the order, then SSH reserves the right to charge to the Customer the cost of the special products and materials already acquired for the order together with cost of the labour and tooling expended to the date of such cancellation or alteration.
4. Commencement of provision of products based on quotation is subject to approval from SSH of the Customer’s Credit Application.
5. Any representation, warranty, condition or undertaking that would be implied into these Terms and Conditions by legislation, common law, equity, trade, custom or usage is excluded to the maximum extent. permitted by law. Nothing in these Terms and Conditions excludes, restricts, or modifies any condition, warranty, right or remedy conferred on a party by the Competition and Consumer Act 2010 or any other applicable Australian law that cannot be excluded, restricted, or modified by agreement.
6. Where the Customer has more than one proprietor, or where there is more than one Applicant under a Credit Application, the liability of those applicants or proprietors under these Terms and Conditions will be joint and several.
7. “Customer” means both the Customer in these Terms and Conditions and the Applicant under the Credit Application. Pricing
8. All quotations remain valid for 30 days from the date of quotation, unless otherwise specified.
9. Quotations costed from sketches, plans, schedules, or specifications provided by the Customer are subject to the accuracy of the information provided. SSH will not be liable for inaccuracies of quantity, dimension, material, or position required or used exceeding the quotation.
10. Any items or specifications outside the quotation, or any reduction in items or specification may be re-quoted. In the event of a price not being agreed upon for extra variations prior to execution the same shall be to the Buyer at the normal rates in force by the Seller at the time of performance of the work.
11. If there is any error or omission in a quotation, SSH reserves the right to amend the quotation price. This clause applies even if the quotation has been accepted by the Customer.
12. Unless otherwise stated, all prices quoted are GST exclusive. GST will be added in relation to delivery, supply and installation of all goods and services.
Terms of Payment
13. All payments due to SSH are to be made, without retention, within thirty (30) calendar days from the end of the calendar month during which the invoice was issued to the Customer by SSH. Payment will be considered to be made when the funds are cleared in SSH’s nominated bank account.
14. If the Customer fails to make payment in accordance with the terms of clause 10, SSH will be entitled to:
a) charge default interest at the rate of 2% per month on all overdue amounts (including late payment charges and amounts other than
the price) calculated daily on and from the due date for payment and the parties agree that any amount so calculated is not a penalty but rather an accurate pre-estimate of the damage to be incurred by SSH. Payments received from the Customer will be credited first against any default interest, then in payment of services and then against payment of any goods, and all such charges will be payable on demand.
b) claim from the Customer, all costs relating to any action taken by SSH to recover money due from the Customer including any legal costs and disbursements on a solicitor-client basis.
c) cease all work remaining to be performed by SSH under the quotation and terminate any agreement in relation to delivery of products that have not been delivered prior to the Customer’s default.
d) require the payment of cash upon delivery of any further products.
Delivery & Inspection
15. Any date or time quoted by SSH for delivery is an estimate only and SSH will endeavour to meet that estimate, but failure to do so will not confer on the Customer any right of cancellation on the Customer’s part or render SSH liable for any loss or damages directly or indirectly sustained by the Customer as a result thereof.
16. SSH’s obligation to deliver will be discharged on arrival of the products at the Customers nominated delivery destination, nominated transport company, nominated agent or the address appearing on the quotation.
17. The Customer will examine the products immediately after delivery and SSH will not be liable for any mis-delivery, shortage, defect, or damage unless SSH receives details in writing from the Customer within 7 calendar days of the date of delivery of the products.
18. All goods correctly supplied as ordered returned for credit unmarked and undamaged will be subject to 10-20% minimum handling charge to cover administration costs plus freight, tolls etc. The Customer will be responsible for the costs of returning the product, including but not limited to disassembly, alteration, and transport to SSH or from such depot as were originally obtained.
Property and Risk.
19. Subject to clauses 19 and 20, notwithstanding delivery of products, title in any products supplied and/or installed will remain with SSH until the Customer has paid and discharged all indebtedness to SSH on any account whatsoever including all applicable sales taxes and other taxes, levies, and duties. Any payment made by or on behalf of a customer that is later avoided by the application of any Statutory Provision will be deemed not to discharge the Customer’s indebtedness and in such an event the parties are to be restored to rights each respectively would have had if the payment had not been made.
20. The risk in any products supplied and/or installed will pass to the Customer upon delivery (actual or constructive) to the Customer.
21. The Customer acknowledges that if he is in possession of any products supplied and/or installed, he holds such, solely as a fiduciary bailee for SSH until payment has been made in full to SSH as described in clause 10.
22. To the extent permitted at law, SSH will not be liable to the Customer or any third party for liquidated damages in any form, any delay costs, consequential loss including (without limitation) any loss of profits, loss of revenue, loss of production, loss of business opportunity, loss of goodwill, loss of business reputation, economic loss or any indirect, remote and/or unforeseeable loss. The aggregate liability of SSH in damages (however arising) in respect of any act or omission of SSH’s in connection with its obligations under these Terms and Conditions will not exceed the amount of one hundred dollars (AUD$100), even if SSH has been advised by the Customer as to the possibility of such loss being incurred.
23. If the Customer re-supplies the goods in trade, then in respect of the supplies by the Customer to its customers the Customer shall:
a) ensure its customers are notified at or before the time goods are supplied, that SSH does not undertake that repair facilities and/or parts will be available for the goods beyond the duration of any standard product warranty, which is supplied with the goods.
b) List all known defects in the goods:
i. on a notice displayed with the goods; and
ii. on any sales agreement, docket, receipt, or credit card voucher and shall keep a copy of the same.
24. The Customer hereby indemnifies SSH and shall keep SSH indemnified from and against all losses, costs, penalties, liabilities or expenses suffered or incurred by the Seller as a result of or arising out of the Customer ‘s breach of the provisions of clause 23.
25. As security for payment, the Customer (and where applicable each Guarantor) agrees to grant SSH a Security Interest (as defined in the Personal Property Securities Act 2009 (Cth) (PPSA) in the outstanding payments and all after acquired property and an irrevocable right to register this interest against it or its property. (As the case may be) on the Personal Property Securities Register established under Chapter 5 of the PPSA (Register) including (without limitation) where applicable, as a purchase money security interest. The Customer grants SSH an irrevocable right to search the Register from time to time in relation to it or its property. The Customer agrees for the purposes of the PPSA and to the extent permitted by law, Sections 95, 121(4) 128, 129, 130, 132(3)(d), 132(4), 135 and 143 of the PPSA have no application to these arrangements and SSH is not required to give notice under section 135 of the PPSA. If SSH receives any notice in relation to the Customer under section 64 of the PPSA, all outstanding payments will become immediately due and payable. The Customer agrees to pass such resolutions, execute and sign any documents or forms, as required from time to time to formalise, affirm or perfect the said Security Interest.
26. To secure payment of all monies which may become payable to SSH by the Customer, the Customer hereby charges all of its real property (including all real property acquired after the date of these Terms and Conditions) whatsoever and wheresoever situated and all of the Customer’s estate and interest therein, in favour of SSH with the payment of all sums of money whether present future or contingent to which the Customer may become liable to pay to SSH and the Customer covenants to deliver to SSH within 7 days of written demand a memorandum of mortgage in registrable form, payable on demand and incorporating the covenants contained in Memorandum No.Q860000 registered at the Land and Property Management Authority in New South Wales and the Customer authorises and consents to SSH taking all action necessary to give effect to this security including the lodgement of a caveat upon title of the Customer’s real property. The Customer hereby irrevocably appoints SSH and any person nominated by SSH (including without limitation any credit manager or solicitor engaged by SSH) severally as my lawful attorney with power to execute sign, seal and deliver (which delivery may be subject to such Terms and Conditions as the attorney thinks fit) such mortgage or other document to give effect to this security.
Consumer Law
27. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. The term “major failure” has a defined meaning under the Australian Consumer Law.
28. No additional express warranty for defects or otherwise are provided for our products. Consumers may rely upon their statutory rights and remedies under the Australian Consumer Law.
29. SSH can be contacted in relation to claims as follows:
a) Telephone Number: 02 9792 2955
b) Email Address: info@silverstonehardware.com.au
c) Mailing address: 56-62 Bryant St. Padstow NSW 2211 Australia
30. Any cost incurred in contacting us or delivering the product to us will be borne by you.
Force Majeure
31. SSH will not be liable for any failure or delay in supply, delivery or installation where such failure or delay is wholly or partly due to any cause or circumstances whatsoever outside the reasonable control of SSH including, but not limited to war, strikes, lockouts, industrial disputes or unrest, government restrictions or intervention, transport delays, fire, act of God, breakdown of plant, shortage of supplies or labour, storms or tempest, vandalism or riot, civil commotions or accidents of any kind (each an “Event of Force Majeure”). SSH’s obligations will be suspended until the Event of Force Majeure ceases to cause the failure or delay (as the case may be). The Customer will not be relieved of any obligation to make payment to SSH regardless of any party being affected by an Event of Force Majeure.
Licence.
32. The Customer hereby irrevocably grants to SSH it’s agents and servants an unrestricted licence, without notice, to enter premises occupied by the Customer to identify and remove any of the products the property of SSH or which SSH has a Security Interest in, in accordance with these Terms and Conditions of Sale without in any way being liable to the Customer or any person claiming through the Customer. SSH will have the right to sell or dispose of any such products removed or otherwise in its sole discretion and will not be liable for any loss occasioned thereby.
33. SSH licences the Customer to install the products if appropriate. If the products are affixed to other materials the totality thereof will be the sole and exclusive property of SSH until payment as defined in clause 10 has been made in full to SSH unless the other materials or part thereof are or is the property of a party or parties other than the Customer’s in which case the totality thereof will be deemed to be owned as tenants in common with such other party or parties in shares corresponding to the respective amounts paid or payable by the Customer in respect of such other party or parties.
Termination
34. If the Customer fails to comply with any of these Terms and Conditions or the Credit Application Terms (if applicable) being a natural person or persons commits any act of bankruptcy or being a corporation passes a resolution for winding up or liquidation (other than for the purpose of reorganisation or reconstruction) or enters into any composition or arrangement with creditors or if a receiver, manager, receiver manager or administrator is appointed for any property or assets of the Customer or becomes liable to be wound up by reason of insolvency or if any petition is presented for its winding up, or if a Liquidator or Provisional Liquidator is appointed, SSH may, in addition to exercising all or any of its rights against the Customer, suspend any further deliveries and immediately enter premises occupied by the Customer to recover possession of any products not paid for in accordance with these Terms and Conditions without in any way being liable to the Customer or any person claiming through the Customer.
Governing Law & Jurisdiction
35. The Customer agrees that these Terms and Conditions will be construed according to the Laws of the State of New South Wales. The Customer consents to any proceedings being instituted and heard by any appropriate Court sitting in the State of New South Wales applying the Laws of New South Wales.