DEFENTITIONS AND INTERPRETATION
In these Terms and Conditions, unless the context otherwise requires:
- “Buyer” means the Person named in the Sales invoice or Quotation.
- “Goods” means the goods provided by the Seller to the Buyer.
- “Quotation” means the form of quotation submitted by the Seller to the Buyer which is subject to these Terms and Conditions.
- “Sales Invoice” means the Sales invoice issued by the Seller to the Buyer which is subject to these Terms and Conditions
- “Seller” means Project Furniture.
- The expression “Person” includes the individual, the estate of the Individual, a body politic, a corporation, an association (incorporated or unincorporated) and a statutory or other authority.
- Words implying the singular shall include the plural (and vice versa)
Unless previously withdrawn, a Quotation is valid for thirty (30) days or such other period as stated therein. A Quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship shall arise therefore until the Buyers order has been accepted by the Seller in writing and the Buyers and a deposit where required is paid.
- Any special conditions specified as such on the Quotation or Sales Invoice shall, to the extent they are inconsistent with these Terms and Conditions, take preference over these Terms and Conditions.
- The Seller shall not be bound by any conditions attached to the Buyers order of acceptance and unless such conditions are expressly accepted by the Seller in writing, the Buyer hereby acknowledges that such conditions are expressly excluded.
- Unless otherwise stated by the Seller, prices quoted exclude delivery, installation, insurance in transit, packaging, crating, handling charges, agents charges and any other chargers. Any charge, duty, import, sales tax or other expenditure which is not applicable at the date of Quotation but which is subsequently levied upon the Seller in relation to the Quotation as a result of any introduction of legislation or government policy, shall be to the buyers account.
- Every Quotation is subject and conditional upon obtaining any necessary import, export or other licence.
- Photographs, drawings, illustrations and dimensions and any other particulars accompanying associated with or given in descriptive literature or a catalogue, approximate the goods offered but may be subject to alteration without notice.
- Any performance data provide by the Seller or a manufacturer is an estimate only and should be construed accordingly.
- Where a Quotation expresses that Project Furniture acts as an agent for a particular person, the Seller in these Terms and Conditions refers to the said person alone.
TERMS OF PAYMENT
- The terms of payment are strictly payment prior to processing order unless credit terms are provided via approved credit application.
- Receipt of goods is deemed to be the Date Required noted on original purchase order OR when goods are presented by the Seller for dispatch/collection.
- The Buyer agrees to pay a daily storage charge of $0.20 per item for goods not collected/delivered by the date required.
- No retention applies.
SHIPMENT AND DELIVERY
- The Seller will not accept any liability or responsibility for delays in the delivery of the Goods.
- Quotes of deliveries are given with the best intention but are not guaranteed. Seller will not be liable for damages of a consequential nature, or other common law damages should delivery be delayed.
PART DELIVERIES, SUBSTITUTE GOODS, SUPPLY
- The Seller reserves the right to make part deliveries of any order and each part delivery shall constitute a separate sale of goods upon these Terms and Conditions and may be invoiced separately. A part delivery shall not invalidate the balance of an order.
- Unless agreed to in writing the Seller reserves the right to supply an alternative or substitute product when necessary
- The Seller reserves the right to suspend the supply or discontinue the supply of Goods to the Buyer without being obliged to give any reason for the action.
6 BUYERS CANCELLATION
- Unless otherwise agreed in writing, the Buyer shall have no right to cancel an order, which has been accepted by the Seller.
7 DELIVERY AND TITLE
- Delivery shall be deemed to be made when the Goods are delivered to the place specified in the Quotation/Order.
- Title to the Goods and to each part thereof shall not be transferred to the Buyer (or any financial Institution facilitating the acquisition of the Goods by the Buyer) until the total purchase price and any sums due to the Seller under these Terms and Conditions, including any late payment charge payable hereunder, has been duly paid.
- Payment shall be deemed to have not been made until after any moneys payable otherwise than by cash have been duly collected by the Seller.
- Unless and until such payment is so made :
- the Buyer will hold the goods and any moneys received by the Buyer in respect of the sale or disposal of them (or if any part or the whole thereof has been damaged or destroyed, any insurance or other compensation moneys received) on trust for the Seller and
- the Buyer shall store the Goods or hold such moneys in such a manner as to show clearly that thy are the property of the Seller’.
- The Buyer irrevocably authorises the Seller at any time, to enter onto the premises upon which:
- the Sellers Goods are stored to enable the Seller to inspect the Goods and/or, if the Buyer is in Default under these Terms and Conditions, reclaim the Goods and the Buyer herby indemnifies and holds harmless the Seller in respect of any action taken pursuant to the rights of the Seller hereunder
- the Buyers records pertaining to the Goods are held, to inspect and copy such record.
- The risk in the Goods shall pass to the Buyer upon delivery. Buyer accepts the responsibility for the insurance from that time, not withstanding the Buyer does not become the owner of the Goods until payment in full.
- Until final payment is made in accordance with these Terms and Conditions neither the Buyer nor any Administrator appointed pursuant to any section of the Corporations Law, shall move the Goods from the location to which it was delivered by the Seller, nor shall it sell or contract to sell, mortgage, charge, lease or otherwise dispose of the same or part with possession of the same.
- If the Buyer delays delivery and installation of the Goods for any reason whatsoever, the Seller shall be entitled to charge a reasonable fee for the storage of the Goods and it is respect of each day that the delivery and installation of the Goods is delayed past the agreed date. If the Seller attempts deliverer of the Goods and it is discovered that the site is not ready for installation of the Goods and the Seller is required to return the Goods to its premises and subsequently re-deliver the Goods to the Buyer, the Seller is entitled to recover a reasonable fee for the additional transport costs.
8 REFUND POLICY
The Buyer shall inspect all Goods upon delivery and shall within twenty-four hours of delivery give notice to the Seller of any matter or item in which the Buyer alleges that the Goods are not in accordance with the Buyers order. Failing such notice and, to the extent permitted by the stature, the Goods shall be deemed to have been delivered and accepted by the Buyer. Project Furniture will replace all faulty and/or damaged products at this time. There are strictly no refunds.
All warranty periods are noted at www.projectfurniture.com and will be the sole responsibility of the relevant manufacturer for the full term to honour.
- In the event that this agreement constitutes a supply of Goods or services to a consumer as defined in the Trade Practices Act 1974, as amended, or relevant State or Territory legislation nothing contained in this Agreement excludes, or modifies any condition or obligation where to do so would be unlawful, in which event the Sellers sole liability for breach of any such condition or obligation shall be limited to :
- the replacement of the goods or the supply of equivalent goods or services or payment of the cost of replacing equivalent goods or services
- the repair of the goods or payment of the cost of having the goods repaired
- in each case the Seller may elect the remedy to be applied.
Subject to this clause and to the extent permitted by the law, all conditions and warranties which would or might be implied in this agreement, whether by operation of stature, inference from circumstances, industry practice or otherwise, are herby excluded.
- Except as otherwise expressly provided herein and to the extent permitted by law, all representations warranties, promises, conditions or statements regarding the Goods, whether expressed or implied, and whether statutory or otherwise, without limiting the generality of the foregoing, warranties, representations, promises, conditions or statements as to the merchantability, suitability or fitness for any purpose, profitability or any other attributes or consequences of or benefits to be obtained from or in the course of the performance by the Seller of its obligations hereunder, except as expressly set out or in attachment hereto, are expressly excluded.
- Subject to clause 10(a) In the event of any breach of any term of this Agreement, the liability of the Seller as a result thereof shall be and is hereby limited to an amount which will not exceed the total amount paid by the Buyer hereunder to the date of such breach.
- Buyer agrees and declares for the benefit of the Seller that it has relied upon the Buyers own skill and judgment in entering into this Agreement and has not relied on any statement or representation given by any person on behalf of the Seller.
- In no event shall the Seller be liable to the Buyer for special, incidental or consequential loss or damage or for any indirect loss or damage including, without any limitation to the foregoing, exemplary or punitive damage or loss to personal property.
11 DEFAULT OF BUYER
- If the Buyer defaults by non-payment or non-performance of any obligations under this agreement or if any proceeds under any bankruptcy, liquidations or insolvent laws commenced by or against the Buyer, the Seller will have the right to exercise any one of the following remedies:
- declare all unpaid chargers to be immediately due and payable
- require the buyer to make available all documentation and to assemble such parts of the Goods provided hereunder which has not been paid for and to make the same available at a time and place reasonably connivent to the Seller
- take possession without demand or notice (the right to demand or notice the Buyer herby expressly waives) of all parts of the goods as yet unpaid for
- sell, lease or otherwise dispose of the Goods publicly or privately
- terminate this agreement in whole or part, and or
- pursue any other remedy existing at law or in equity
- In addition to any other payment obligations hereunder, the Buyer agrees to pay to the Seller all costs and expenses reasonable legal fees and costs, incurred by the Seller exercising any of its rights and remedies.
All Sales Invoices relating to a dispute must be paid within the nominated timeframe noted in the Terms of Payment. Any disputes arising in relation to a purchase order which cannot be amicably settled may be referred by either party to the Chief Executive of the Australian Commercial Disputes Centre to nominate a mutually agreed arbitrator. The decision of such arbitrator shall be binding on both parties.
13 FORCE MAJURE
If in the performance or observation of its obligations the Seller is prevented, restricted or affected by reason of a force majure including strike, lock out, industrial dispute, raw material shortage, break down of plant, transport or any other cause beyond the reasonable control of the Seller, the Seller may, in its absolute discretion give prompt notice of such cause to the Buyer whereupon the Seller is excused from such performance or observances to the extent of such prevention, restriction or affectation.
14 VARIATIONS AND ENTIRE AGREEMENT
- The Buyer and Seller may only vary these Terms and Conditions of Quotation and Sale in writing signed on behalf of the Buyer and a duly appointed director of the Seller.
- These Terms and Conditions and variations made in accordance with this clause constitutes the entire agreement between the parties.
15 GOVERNING LAW
These Terms and Conditions and any contract including them shall be governed by the law of Queensland.