THESE TERMS AND CONDITIONS APPLY TO ALL OUR SALE CONTRACTS UNLESS WE AGREE IN WRITING, ORDERS ARE ONLY ACCEPTED BY US ON THESE TERMS.
"Goods" means the goods specified in the order;
"We", "Our", "Us" means Australian Linen Supply Pty Ltd trading as Confident Care Products;
"You", "Your" means the customer specified in the order;
2. PRICE AND PAYMENT
2.1 The price of the Goods and charges shall be our price and charges current on the date of delivery.
2.2 You shall pay the total price, being the price of the Goods and charges and GST (if applicable), within 30 days of the date of our invoice.
2.3 Payment by cheque shall not be treated as having been made until that cheque is cleared.
2.4 Where payments are overdue we may:
(a) charge interest at the Westpac Indicator Rate plus 2% on the amount outstanding calculated on a daily basis as liquidated damages for the loss of use of the funds; and
(b) cancel wholly or partially uncompleted orders or suspend delivery of Goods yet to be delivered.
Orders cannot be cancelled or delivery deferred unless we agree in writing and you pay our reasonable cancellation or deferral charges on demand.
We reserve the right to vary the specifications of the Goods without notice.
5.1 Any specified delivery date is an estimate only and we are not
liable for any loss or damage howsoever caused for any late delivery.
5.2 If delivery of the Goods or any of them is delayed for any reason beyond our control, then the estimated delivery date is extended until the reason for the delay ceases. If the delay continues for more than 21 days then we or you may cancel the order and the delay was occasioned by your act of omission you shall pay our reasonable termination charges on demand. During the extended period, we may make partial deliveries to you and/or put the Goods in storage, in which case you will pay us storage costs and the Goods will be stored at your risk.
5.3 If the Order provides that we shall deliver the Goods we shall deliver them to the address stated in the Order or another address agreed in writing. You authorise us to employ a carrier or carriers for the purpose of delivery as we see fit. All delivery costs are to be paid by you direct to the carrier or as invoiced by us.
5.4 If the order provides that you shall arrange for collection of the Goods, on completion of the Order we shall notify you in writing or by telephone and hold the Goods in storage for you. You shall arrange for collection within 10 working days of being notified of completion of the Order and if the Goods are not collected within that period you will pay us storage costs and the Goods will be stored at your risk.
5.5 All risk passes to you upon delivery of the Goods to the place referred to in Condition 5.3 or to your carrier at our store.
5.6 If, for any reason, we are able to make partial deliveries of the Goods only, you shall accept such deliveries and pay the total price by installments as invoiced by us. In the Case of any shortage of Goods, we shall allocate our available products and Goods to particular customers or buyers as we see fit.
5.7 We accept no liability for short delivery, for damage to Goods in transit or for other non-delivery of Goods unless in the case of short delivery by us or where we deliver the Goods you notify us in writing within 7 days after delivery of the Goods or, in the case of non-delivery, within 14 days after the date of our Invoice. Our liability for short delivery and non-delivery is limited to replacement of the missing goods within a reasonable time.
6.1 Title to and property in the Goods shall not pass to you until you have paid us the total price;
6.2 Until payment of the total price, you shall store the Goods as bailee in such a way that clearly identifies the Goods as being our property;
6.3 Until payment of the total price, you are to insure the Goods against all usual risks and treat them with all proper care. Any insurance claims in respect of damage to or destruction of the Goods are hereby assigned to us. You hereby indemnify us against any loss or damage to the Goods howsoever arising;
6.4 You are entitled to resell the Goods in the usual course of your business as our fiduciary agent and, in such case, you must account to us and hold the resale proceeds in a separate account;
6.5 You must, on request, disclose to us all relevant information regarding the Goods and any sub-sale by you. You must inform us immediately of any levy of execution or attempt to levy execution by any third party against the Goods;
6.6 If you do not pay us the total price on the due date for payment or any of the events referred to in Condition 9.1 occur prior to the due date for payment (excluding bankruptcy, anticipated bankruptcy, or entering into an arrangement with creditors under Part X of the Bankruptcy Act 1966 (C’th)), then without prejudice to any other remedy, we shall be entitled to retake possession of the Goods or any part thereof without notice or demand and for that purpose we may go upon your premises or the place of delivery to obtain same.
7. WARRANTIES AND LIMITATIONS
7.1 All conditions and warranties implied into contracts for sale of
goods by virtue of any binding State, Territory or Federal legislation
are hereby expressly excluded. However, nothing contained in this
contract is intended nor shall be taken to exclude, restrict or modify
those conditions and warranties implied into this contract by that
legislation which, by law, are unable to be excluded, restricted or
modified in this contract.
7.2 You acknowledge that in entering into this contract you have not relied upon any statement, representation, promise, warranty, or condition, oral or written, made or given by us or anyone in respect of the Goods or their sale, other than the express terms contained in these Terms and Conditions of Sale or those necessarily implied by law.
7.3 Subject to Conditions 7.4, 7.5 and 7.6, in no event shall we or our agents, distributors, employees or representatives be liable for any loss, damage or injury howsoever arising in relation to the Goods or any use or dealing with the Goods.
7.4 If the Goods are defective we will, at our option, replace or repair the Goods if you notify us in writing of the defect within 7 days of delivery and the defect in the Goods is not the result of any default, negligence or tampering with the Goods on your part or by any third party.
7.5 Where we supply Goods to you and you are a consumer within the meaning of the TPA to the extent that the Goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption and we are in breach of a condition or warranty implied into this contract by the TPA (other than a condition or warranty implied by Section 69 of the TPA), our liability in respect of any such breach relating to the Goods is limited to the replacement of the Goods or the supply of equivalent Goods, the repair of the Goods, the payment of the cost of replacing the Goods or of acquiring equivalent Goods or the payment of the cost of having the Goods repaired.
7.6 So far as this contract applies in respect of Goods other than Goods of kind ordinarily acquired for personal, domestic or household use or consumption where we import or manufacture the Goods and you purchase the Goods for re-supply our liability to you in accordance with Section 74L of the TPA is limited to the liability to pay to you an amount equal to the cost of replacing the Goods, the cost of obtaining equivalent Goods, or the cost of having the Goods repaired, whichever is the lowest amount.
7.7 Defects in Goods delivered in any one partial delivery shall not constitute a repudiation of this contract by us.
8. RETURN OF GOODS
8.1 We will not accept the return of Goods for credit or any other
purpose UNLESS they are returned for purposes of and in accordance with
Condition 7 or we are notified in writing of your intention to return
the Goods and the reason therefor within 7 days of the date of delivery
of those Goods to you; the Goods are as new, have not been tampered with
by any person and have not been sold on a non-return basis; and we
agree in writing (by means of supply of a Goods Return Authorisation
Number which must be quoted on paperwork accompanying the merchandise)
to accept the return of the Goods;
8.2 Where Goods are to be returned to us our specified carrier(s) must be used and the Goods are to be returned to our store from which they were delivered within 14 days of the date of supply of our Goods Return
Authorisation Number. The Goods shall be returned to you at your expense;
8.3 You agree to pay to us our reasonable charges relating to the return of the Goods including cost of re-packing the Goods.
9.1 We are not obliged to deliver the Goods or any part thereof if
you are in default in any of your obligations under this contract you
(or if you are a partnership, a partner thereof), being a natural
person, commit an act of bankruptcy and/or become insolvent, bankrupt,
call a meeting of your creditors or enter into an arrangement with
creditors under Part X of the Bankruptcy Act 1966 (C’th); you, being a
company, are insolvent and / or call a meeting of your creditors, or go
into receivership, official management or liquidation (except for the
purposes of voluntary re-organisation) or we have reasonable grounds for
suspecting that any of these things may occur;
9.2 You agree to pay us all costs and expenses, including our reasonable legal costs and expenses, incurred by us in exercising any of our rights or remedies under this contract and such costs and expenses shall form part of the total price. No delay or failure on our part to exercise any right or remedy will constitute a waiver thereof.
10. PROPER LAW
These Terms and Conditions of Sale and any contract incorporating same are governed and to be construed in accordance with the law of New South Wales and the parties hereby submit to the non-exclusive jurisdiction of the courts of that State.
If any provision of this contract or any part is, by law, invalid, unenforceable, void or illegal the invalidity, unenforceability, voidness or illegality will affect that provision or part alone and the remainder of this contract will continue in full force and effect, unless otherwise agreed.
To the full extent permitted by law you hereby indemnify and hold us, our servants, employees, agents and representatives harmless against all actions, claims, loss, damage, costs, charges and expenses whatsoever arising directly or indirectly out of your use, possession or ownership of the Goods and any documentation supplied with the Goods or any part or parts thereof (except for claims or loss or damage arising under Condition 7) and agree that this indemnity shall survive the termination of this contract.