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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: (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; (b) In the case of service: 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.
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