TERMS AND CONDITIONS OF SALE AND CREDIT
These terms and conditions were last updated: [wpautoterms last_updated_date]
Please read the following Terms and Conditions of Sale and Credit carefully as they form the legal Agreement under which we offer our Goods and/or Services to you. This Agreement is between you (“the Customer”) and us, All Districts Glass Pty Ltd and our successors, permitted assigns, future acquisitions and all companies which share a Director with it (altogether, the “Seller”). This Agreement also involves any lending institution (each, a “Lender” and altogether, the “Lenders”) who may occasionally be a party to any credit facility matter. This Agreement replaces any previous “Terms and Conditions of Sale and Credit Documents”, unless a separate written agreement has been established with the written approval of the Seller and the Customer.
Acceptance of the Seller’s Goods, Services, quotations or other Transaction Documents is an automatic acceptance of this document (the “Terms and Conditions of Sale and Credit”).
1.1 The following words listed below have the following meanings given below:
“Agreement” means this document, together with any Transaction Documents (if any).
“Business Day” means any day except any Saturday, any Sunday, any day between Christmas Eve and New Year’s Day or any other day that is a public holiday for the whole State of New South Wales.
“Customer” means any person (or persons) authorised by the Customer (or registered business entity) to act on its behalf (including but not limited to, the Customer’s Executors, Representatives, Directors, Sole Proprietors, Administrators, Successors and permitted Assigns) to purchase Goods and/or Services from the Seller as specified in any invoice or other purchase documents and shall mean each Customer jointly and severally where there is more than one Customer; and if the Customer operated within the scope of a Trust, shall be bound in their capacity as a Trustee.
“Force Majeure Event” means an event that is an Act of God (epidemic, fire, flood, earthquake, strike, hurricane) or human failure (war, riot, strike, national emergency (including terrorist attacks) that is beyond the reasonable control of the parties.
“Guarantor” means any person or persons (the Guarantor) who makes a legally binding Guarantee to be liable for the debts of the Customer and includes all Directors of the Customer where the Customer is a corporation and where the Customer is a trust all trustees of the trust and all directors of the trustee if there is a corporate trustee of the trust.
“Seller”, “All Districts Glass”, and “us” means All Districts Glass Proprietary Limited (CAN: 130 027 477) and its Subsidiaries, Successors, permitted Assigns, Directors, Officers, Agents and each person who is an authorised representative of the Supplier.
“Terms and Conditions of Sale and Credit” means this document.
This Agreement shall be governed by and interpreted in accordance with the applicable laws effective in the state of New South Wales without giving effect to the choice of interstate and international laws outside the state including the U.N. Convention on Contracts for the International Sale of Goods (CISG). To the extent that any provisions of this Agreement conflict with the applicable state laws in New South Wales, then precedence shall be given to the latter in determining the rights and remedies of parties contracted under this Agreement. Any dispute brought about or raised shall be addressed in the state and federal courts of New South Wales and that any other location for any action or proceeding is an inconvenient venue for such proceeding. The parties agree that the Supplier solely and unconditionally reserves the right to take legal action against the Customer abroad to recover any monies payable to the Supplier, where in recognition of the complexities of international law any precedence given to applicable law shall and must be determined or agreed to by the Supplier.
These terms and provisions shall prevail in any conflict (whether whole or in part) between them or any other relevant contract or transaction documents. Then the affected or void part of the provisions or that provision shall be excluded and, for other purposes, the remainder of the provision and all other terms and conditions in this Agreement shall remain in full force and affect.
The Supplier may choose to transfer the benefits of this Agreement to a third party strictly and only by executing a written Deed of Assignment signed to by the Director of the Supplier. The assignment shall not extend to the burden of the Agreement, unless consent is given in a written agreement signed to by the Supplier and the Customer. The Supplier may novate the rights and in addition the obligations of the Customer under the Agreement to a third party strictly and only by executing a Novation Agreement. The Customer may not assign or novate this Agreement or otherwise deal with any of the benefits or rights under it, or purport to do so, without the prior written and signed consent of each other party hereto. The Supplier may refuse the Customer’s request to novate or assign the Agreement. This may include, for example, when the Supplier is not satisfied with the proposed assignees: (a) ability to fully perform the Customer’s obligations under this Agreement; (b) financial capacity or reputation; (c) conflict of interest (including if the proposed assignee is a Competitor); (d) previous interactions and encounters with the Supplier (e.g. the Supplier and proposed assignee are in a dispute).
The Goods and/or Services are as described and listed on the invoices, quotation, sign off form or any other forms or transaction documents provided by the Supplier to the Customer.
You must not use or replicate our copyright material other than as permitted by law. Specifically, you must not use or replicate our copyright material for commercial purposes unless expressly agreed by Us, in which case we may require you to sign a Licence Agreement.
If you wish to use content, images or other intellectual property, you should submit your request to us.
A party’s failure or delay to exercise any single or partial right, power or privilege shall not operate as a waiver (so to exclude or prevent any following or further exercise) of any right, power or privilege. Unless otherwise stated or granted in this Agreement, any amendment, modification or waiver in respect of this Agreement will not be effective unless in writing and executed by each of the parties.
- Prior to the manufacture, provision or dispatch of any Goods and/or Services a non-refundable deposit (or full payment) may be required and shall be determined at the sole discretion of the Supplier.
- Credit card payment may be subject to a surcharge as determined by the Supplier in order to cover the basic third party cost for the service.
- A $5.00 returned payment fee will apply to any declined cheques/automatic withdrawals.
- All overdue invoices bear interest which shall be charged on a daily rate of 20% per annum (or the maximum allowed by law) on the unpaid balance from the date the invoice was overdue to the date payment was made.
- Any account outstanding for more than (60) days will be liable to meet, in full, all costs of collection, including the sellers debt recovery, legal costs (on a solicitor/client indemnity basis), stamp duties &/or commissions (Recovery Costs) & such recovery fees will be added to the buyers account & form part of the Principal Debt.
- Abnormal payments will not be accepted unless agreed to in writing between the Customer and Supplier, to the exclusion of credit card payments made in the Australian Dollar which will not be subject to this requirement. All payments must be made in the Australian Dollar unless otherwise agreed to in writing between the Customer and Supplier.
- In the event that monies are owed to the Customer, the Supplier will be able to receive the monies on any account at all held by the Customer and in which monies are owing by the Customer to the Supplier.
- If the customer has a debit arrangement with the Supplier, the Supplier may debit the Customer on a monthly basis or at such other times as it chooses for any fees payable under this Agreement.
- The Customer must pay the Price in full without any deduction, set off or counter claim.
- An administration fee which shall be the greater of $50.00 or 10% of the transaction value shall be charged on any overdue and unpaid balance and shall also be payable on any abnormal payment, to the exclusion of any credit card payment. The Parties agree that the administration fee is a reasonable liquidated cost (including of processing the abnormal payment and administering any additional services required).
- Goods may be marked or labelled in anyway the Supplier determines for identification purposes.
These terms and conditions are governed by and construed in accordance with the laws of the State of New South Wales, Australia. Any disputes concerning this Website are to be resolved by the courts having jurisdiction in New South Wales.
We retain the right to bring proceedings against you for breach of these Terms and Conditions, in your country of residence or any other appropriate country or jurisdiction.