TERMS AND CONDITIONS
1. APPLICATION
These Terms & Conditions apply to all Goods supplied by the Supplier and prevail over any inconsistent terms of the Customer unless agreed in writing.
2. DEFINITIONS
(a) “Goods” means all materials supplied
(b) “Buyer” means the Customer
(c) “Seller” means Australian Polyurethane Solutions Pty Ltd
(d) “Security Interest” includes retention of title rights
3. ACCEPTANCE
The Buyer accepts these Terms by:
(a) signing this Agreement
(b) placing orders
(c) accepting delivery of Goods
4. DESCRIPTION
Descriptions are for identification only and do not constitute a sale by description.
5. PRICING & VARIATIONS
5.1 The Supplier may adjust pricing, in writing:
(a) prior to manufacture
(b) prior to delivery
(c) where input costs materially increase
5.2 Any quotation is indicative only and subject to revision
5.3 The Supplier reserves the right to correct any clerical or administrative errors
6. PAYMENT TERMS
6.1 Unless otherwise agreed in writing, payment is due strictly within 30 days from the date of invoice.
6.2 A deposit may be required prior to manufacture or supply of custom or non-standard Goods. Any deposit paid is non-refundable except where required by law.
6.3 Payment must be made in full without deduction, set-off or counterclaim.
6.4 The Supplier may, at any time and without liability:
(a) suspend or terminate supply where any amount is overdue or credit limits are exceeded
(b) require payment in advance
(c) impose, vary or withdraw credit limits or credit terms
(d) refuse to release Goods where any amount owing remains unpaid
6.5 If the Customer fails to make payment when due:
(a) all outstanding amounts become immediately due and payable
(b) the Supplier may suspend or withhold supply of Goods
(c) the Supplier may reallocate stock at its discretion
6.6 Interest will accrue on all overdue amounts at a rate of 3% per annum above the prevailing commercial lending rate, calculated daily from the due date until payment is received.
6.7 The Customer is liable for all reasonable costs incurred by the Supplier in recovering overdue amounts, including legal and collection costs.
7. DELIVERY
(a) Delivery timeframes are estimates only and are not guaranteed
(b) The Supplier is not liable for any delay in delivery
(c) The Supplier may deliver Goods in instalments
(d) The Customer must accept and pay for Goods delivered in instalments
8. FORCE MAJEURE
8.1 The Supplier shall not be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including but not limited to:
(a) acts of God, flood, fire or explosion
(b) war, geopolitical conflict, sanctions or trade restrictions
(c) shortages or disruption of raw materials, labour, fuel or energy
(d) transport disruption, port congestion or carrier delays
(e) supplier failure or inability to procure materials
(f) government action or regulation
(g) industrial disputes
8.2 Where such an event occurs:
(h) the Supplier may suspend, delay or reduce supply
(i) the Supplier may allocate available stock among customers at its discretion
(j) the Supplier is not required to source alternative supply
(k) the Supplier is not obligated to make up shortfall quantities
The Customer may source alternative goods at its own risk and cost.
9. TECHNICAL ADVICE
9.1 Any technical advice, recommendations or information provided by the Supplier is given in good faith but without liability. The Customer is responsible for determining the suitability of the Goods for their intended use.
10. WARRANTY
10.1 The Supplier warrants that the Goods will be free from manufacturing defects at the time of supply.
10.2 This warranty does not apply to:
(a) fair wear and tear
(b) misuse, improper handling or installation
(c) use outside the intended application
10.3 To the extent permitted by law, the Supplier’s liability is limited to, at its option:
(a) repair of the Goods
(b) replacement of the Goods
(c) refund of the purchase price
10.4 Any claim must be made within a reasonable time after the defect becomes apparent.
11. LIMITATION OF LIABILITY
To the extent permitted by law, the Supplier is not liable for any indirect, incidental or consequential loss, including loss of profit, loss of business or business interruption.
12. RETENTION OF TITLE
12.1 Title in the Goods remains with the Supplier until full payment has been received for all amounts owing by the Customer.
12.2 Until full payment is received, the Customer must:
(a) store the Goods separately and clearly identify them as the Supplier’s property
(b) maintain the Goods in good condition
(c) not sell or dispose of the Goods except in the ordinary course of business
13. PPSA
13.1 The Customer acknowledges that these Terms create a security interest in favour of the Supplier under the Personal Property Securities Act 2009 (Cth).
13.2 The Supplier may register its security interest on the Personal Property Securities Register (PPSR).
13.3 The Customer must do all things reasonably required to enable the Supplier to register and enforce its security interest.
13.4 The Supplier may enter premises to recover Goods where payment is overdue.
14. INDEMNITY
The Customer indemnifies the Supplier against any loss, damage or claim arising from misuse of the Goods or failure to properly handle, store or use the Goods.
15. CANCELLATION
Orders may not be cancelled without the Supplier’s written consent. The Supplier reserves the right to recover any costs incurred in relation to the order.
16. GST
All prices are exclusive of GST unless stated otherwise.
17. WAIVER
Any waiver by the Supplier must be in writing.
18. SEVERANCE
If any provision is held to be invalid, the remaining provisions will continue in full force.
19. GOVERNING LAW
These Terms are governed by the laws of Victoria, Australia.