12
Goldacres Terms & Conditions
1. These terms and conditions apply to all goods and/or
services supplied by us to you. You are agreeing to them by
placing an order with us.
2. Unless you have a previously approved account with us you
must pay us the purchase price for the goods and/or services
we supply to you, together with any other applicable fees or
charges immediately on delivery or collection of the goods, or if
ordered online or by phone on the placement of your order. All
repairs or servicing must be paid for before we will release the
goods to you. If you do have an account with us the separate
terms of that account apply.
3. Time is of the essence for all payments required under these
conditions.
4. Unless specifically stated otherwise, all prices which we
quote or estimate to you are inclusive of GST for goods
supplied within Australia and exclusive of GST for goods
exported outside of Australia. If GST is payable on a Taxable
Supply made by us to you, then you must also pay the amount
of GST payable in respect of that Taxable Supply as an
additional payment.
5. You must pay interest on any amounts not paid by the
due date at a rate 2% higher than the rate for the time being
fixed under section 2 of the Penalty Interest Rates Act 1983
(Victoria) as at the date the amount became due.
6. Property in goods supplied (and in any goods which we may
have previously supplied to you) remains with us until we have
been paid in full for all amounts you owe us including payment
for the goods and any applicable interest, fees and charges,
and until then:
(a) you hold the goods only as a bailee and have no right to
claim any other interest in the goods, including any security
for any liquidated or unliquidated debt or obligation that we
owe you, or any lien over the goods;
(b) we may enter and recover possession of the goods from
any site owned, possessed or controlled by you and you
grant us an irrevocable licence to do so;
(c) you must not deliver or on-supply any of the goods (nor
any document of title to them) to any person, but if you do
then you hold the proceeds of the on-supply of the goods
on trust for us and must pay the amount to us immediately
when received;
(d) you must not allow any person to have or acquire any
security interest in the goods nor create any absolute or
defeasible interest in the goods in relation to any third party
except as we may authorise;
(e) you must insure the goods for their full insurable or
replaceable value (whichever is higher) and provide us with
details of the insurance if we request it;
(f) you must not remove, deface or obliterate any identifying
mark or number on any of the goods;
(g) your right to possession of the goods ceases if we recall
or recover the goods, or if you become insolvent, you enter
into voluntary or involuntary administration or receivership,
or a petition is filed for your bankruptcy or winding up.
You further agree:
(h) that the retention of title under this clause is a security
interest within the meaning of the Personal Property
Securities Act 2009 (Cth) (“PPSA”);
(i) to grant us a purchase money security interest (as that
term is defined in the PPSA) in relation to the goods;
(j) to contract out of all of your existing and future rights
under the provisions referred to in paragraphs (a) through to
(r) of section 115(1) of the PPSA, to the full extent permitted;
(k) to sign any documents or do any things which we may
reasonably require to enable us to register a financing
statement or financing change statement on the register (as
defined in the PPSA);
(l) to pay any costs we incur in registering and maintaining a
financing statement (including registering a financing change
statement) and enforcing the security interest created under
these terms and conditions.
7. Risk in the goods passes to you upon their delivery to or
collection by you.
8. You hereby indemnify us and our employees, directors,
contractors and agents against, and release us and them from,
any loss (including reasonable legal costs and expenses) or
liability incurred by us and/or them arising from any claim,
demand, suit, action or proceeding by any person against
us and/or them where such loss or liability arose directly or
indirectly from or in connection with any breach of these terms
and conditions or from use of the goods and/or services unless
such liability is directly caused by the negligence or default of
the person indemnified.
9. You, or anyone on your behalf must not, and you must take
steps to ensure that your employees, agents and contractors
do not, nor assist anyone else to:
(a) copy, memorise, reproduce, misappropriate or reverse
engineer the whole or any part of the goods
(b) challenge, contest or oppose any of our intellectual
property rights
(c) use any name or logo associated with the goods other
than as we authorise you
(d) divulge our confidential information to any person or
use it for your own benefit except as we have expressly
authorised or as required by law.
10. Any specifications, drawings, details, statistics or
performance figures we may have given you about the goods
and/or services are only estimates and any deviation does
not entitle you to make any claim against us. Any sample is
provided only to indicate the general nature of the product, and
we do not warrant that goods supplied will exactly correspond
with any sample or with any previous or future goods supplied.
11. Except as stated in any separate written warranty we may
provide you with the goods or a quote, under no circumstances
will we have any liability to replace or repair defects in the
goods where:
(a) the defects have not arisen solely from faulty materials
supplied by us or faulty workmanship by us;
(b) the goods have received maltreatment, inattention or
interference or have been used, applied, packaged or
stored other than in accordance with our instructions and
recommendations;
(c) products not manufactured by or approved by us have
been used with the goods.
12. Except as provided in these conditions, all express and
implied warranties guarantees and conditions under statute
or general law as to merchantability, description, quality,
suitability or fitness of the goods for any purpose or as to
design, assembly, installation, materials or workmanship
or otherwise are expressly excluded. We are not liable for
physical or financial injury, loss or damage or for consequential
loss or damage of any kind arising out of the application,
supply, layout, assembly, installation or operation of the goods
or arising out of our negligence or in any way whatsoever.
The exceptions in clause (12) extend to any Third Party
Accessories installed in the goods.
