GENERAL TERMS & CONDITIONS OF
SALE (EDITION 01.07.00)
BRAEMAC PTY LIMITED A.B.N. 71 332 650 026
BRAEMAC S.A. PTY LIMITED A.B.N. 59 054 422
230
BRAETEC PTY LIMITED A.B.N. 32 002 161 702
1. Interpretation
1.1 In these conditions “Seller” means Braemac Pty Limited or any
associated companies and “Buyer” means the person, body, firm or
company with whom the Seller enters into a contract for the sale of
goods and/or the supply of services.
1.2 These terms and conditions of sale apply to all contracts of
sale entered into by the Seller and supersede and prevail over all
terms and conditions which may be contained in any customer purchase
order or in sales confirmation or otherwise.
1.3 Typographical and clerical errors are subject to correction
and revision.
1.4 These conditions bind the Seller, the Buyer and their
respective successors and assigns.
1.5 Words importing persons shall include corporations and words
importing the singular number or plural number shall be deemed to
include the plural number or singular number respectively and words
importing the masculine gender shall include all genders as the case
may require.
2. Quotation and Purchase Order
2.1 Any quotation given by the Seller is a mere invitation to
treat and does not constitute a contractual offer and the Seller
reserves the right to vary or withdraw a quotation at any time.
2.2 Once the Seller has sent to the Buyer an acknowledgment of
the acceptance of the purchase order the Buyer may not alter or
modify the purchase order without the written consent of an
authorised employee of the Seller.
3. Payment of Price
3.1 Unless specifically stated otherwise all prices are expressed
net of any applicable freight and insurance charges, GST and customs
duty which shall be added to the amount to be paid by the Buyer.
3.2 All prices of imported good quoted are based on the FOB
price of the Seller’s supplier and the rates of exchange, freight,
insurance and customs duty ruling at the date of quotation. The
quoted prices may be varied by the same amount by which the Seller’s
actual costs have been varied as a result of any change in the said
rates.
3.3 Subject to clause 3.4 all accounts are on a COD basis
and all goods and services shall be paid for before they are `
supplied.
3.4 If the Buyer has an approved credit account with the
Seller the goods and services supplied must be paid for within
thirty (30) days of the date of invoice or thirty (30) days from the
date of shipment whichever occurs first. Where the Buyer is overdue
with any payment or the Seller is in receipt of credit reference,
which it regards as unsatisfactory, then the Seller reserves the
right to change the Buyer to a COD account.
3.5 Each consignment shall be considered a separate and
independent transaction and payment therefore shall be made
accordingly.
3.6 Without prejudice to any other remedy the Seller
reserves the right to charge a default charge on any overdue payment
at an annual rate equal to 2% above the rate notified by Westpac
Banking Corporation from time to time as being that Bank’s Indicator
Lending Rate.
4. Goods and Services Tax (GST)
The Seller quotes prices exclusive of GST. Unless the Buyer
provides the Seller with an authorised tax exempt certificate, GST
will be added to invoices.
5. Passing of Risk and Property
5.1 All sales are ex-store point of consignment. Risk in
the goods passes to the Buyer when the goods are loaded at the
Seller’s premises for delivery to the Buyer. Risk of loss in transit
is the responsibility of the Buyer.
5.2 The Seller shall retain title to the goods until it has
received payment in full for them. Goods belonging to the Seller
which have not been paid in full shall be stored by the Buyer so
that they are identifiable as such. The fact that the Seller retains
title to the goods until they have been paid for shall not affect
its right as an unpaid Seller or the passing of the risk of the
goods to the Buyer pursuant to clause 5.1. Furthermore if payment is
overdue, or the Buyer enters into bankruptcy, liquidation,
administration, a composition with its creditor, has a receiver or
manager appointed over all or any of its assets or becomes insolvent
the Seller shall be entitled without prejudice to any other remedy,
to repossess goods belonging to it and to enter any premises of the
Buyer without notice for this purpose.
6. Transport
The Buyer shall make his own transport arrangement. Where the
Buyer fails to make transport arrangements the Seller shall:
(a) For deliveries WITHIN the metropolitan area of mainland state
capital cities, use a freight service of its own choosing and add a
standard freight charge to the invoice;
(b) For deliveries OUTSIDE these areas, the goods will be
dispatched freight on, or charged to the customer on our
invoice.
7. Delivery Time
7.1 Delivery times shall not be of the essence of the
contract
7.2 Delivery dates are estimated in good faith by the
Seller.
7.3 Under no circumstances shall the Seller be liable for
damages (including consequential special and incidental Damages) for
failure to deliver or delay in delivery howsoever occasioned.
7.4 The Buyer is not relieved from accepting delivery at
the agreed price when the causes interfering with delivery are
removed.
7.5 If delivery is in installments delay in delivery of any
installment shall not relieve the Buyer of its obligation to accept
the remaining deliveries.
7.6 In the event of any happening beyond the Seller’s reasonable
control in consequence of which the Seller cannot effect consignment
by the time or times quoted or specified the Seller shall be
entitled to consign part only of an order, suspend consignment or
extend time for consignment for the period during which such cause
of delay operated or may cancel the order and in the event of such
suspension, extension or cancellation the Seller shall not be liable
for damages.
8. Minimum Order
8.1 The minimum order value and the minimum order quantity
per line item that the Seller will accept are indicated in the
Seller’s quotation, where less than minimum quantities are ordered
the Seller will automatically increase the quantity to meet minimum
levels.
8.2 Where quantities are ordered which constitute broken
pack sizes, those quantities will be increased to the next highest
unbroken pack size.
9. Claims
9.1 The Buyer shall inspect all goods supplied upon
delivery. The Seller shall not be liable for shortages and other
errors in delivery unless the Buyer submits a claim in writing to
the Seller within seven (7) days of the delivery to which the claim
relates.
9.2 Goods cannot in any circumstances be retuned to the
Seller:
(a)Without the prior written consent of an authorised
employee of the Seller: and,
(b)Unless accompanied by a delivery document showing the Seller’s
Return Materials Advice number.
10. Warranty
10.1 All goods are supplied by the Seller to the Buyer on
an “as is” basis without any warranty of any kind. However the
Seller shall assign to the Buyer in so far as it is able to do so
the benefit of any condition, warranty or guarantee express or
implied in the Seller’s contract with its own supplier.
10.2 Subject to clause 10.3, clause 10.1 sets forth the
full extent of the Seller’s obligation and liability to the Buyer
with respect to the goods and services supplied and all terms,
conditions warranties and representations that might otherwise be
implied by statute or otherwise are hereby excluded.
10.3 Certain legislation including the Trade Practices Act,
1974 imply warranties or conditions or impose obligations upon the
Seller which cannot be excluded, restricted or modified except to a
limited extent. These conditions must be read and construed subject
to such statutory provisions. Where such statutory provisions apply
to the extent to which the Seller is entitled to limited its
liability then its liability shall be limited at its option to:-
(a) In the case of a supply of goods:
(i) The replacement of goods or supply of equivalent
goods;
(ii) The payment of the cost of replacing goods or
acquiring equivalent goods;(iii) The payment of the cost of having
the goods repaired; or
(iv) The repair of the goods; and
(b) In the case of service:
(i) The supply of the services
again; or
(ii) The payment of the cost of having the services
supplied again.
11. Limitation o of Liability
To the extent permitted by law and subject only to any exceptions
contained in these conditions the Seller shall under no
circumstances be liable in any way whatsoever to the Buyer for any
form of loss, damage or expense sustained or incurred by the Buyer
or any other party in consequence of or resulting directly or
indirectly out of the supply of the goods or services by the Seller,
the use or performance thereof, any breach by the Seller of any
provision of any contract incorporating these terms and conditions
or the negligence of the Seller.
12. Governing Laws
The construction validity and performance of any contract
incorporating these terms and conditions shall be governed by the
laws of the State of New South Wales and the Buyer shall submit to
the jurisdiction of the
Courts of that State.
13. General
13.1 If any provision or paragraph of this document is
determined to be illegal and unenforceable it shall not affect the
enforceability of any other provision or paragraph of this
document.
13.2 Headings are included for ease of reference and do not
form part of or effect interpretation of these
conditions.
