Terms and Conditions
TRI UNDERGROUND AUSTRALIA PTY LTD ABN 87 098 505 509
TERMS AND CONDITIONS OF SALE – Updated March 2011
The following terms and conditions of sale apply to the sale of goods ("Goods") by Tri Underground Australia Pty Ltd ("the Seller") to another party (the "Customer"). These terms and conditions of sale replace any previous terms and conditions of sale.
1. Definitions and Interpretation
1.1 In these Terms and Conditions:
(a) "Delivery Address" means the delivery address of the Customer stated in an Order;
(b) "Contract" means the contract resulting from the acceptance by the Seller of an Order.
(c) "Credit Application Form" means the Sellers credit application form by which a Customer can apply for a credit account with the Seller in respect of the sale/purchase of Goods;
(d) "Delivery Time" means the time of delivery of the Goods either to the Delivery Address of the Customer or to the carrier of the Customer;
(e) "Goods" means the goods supplied or to be supplied by the Seller to the Customer from time to time pursuant to the Contract;
(f) "GST" means any amount paid or payable under any GST law as that expression is defined in section 195-1 of the
(g) A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth);
(h) "Loss" means any damage, loss, liability, expense or cost whether direct or indirect, consequential or incidental;
(i) "Order" means an order placed with the Seller for the sale and delivery of Goods for which these terms and conditions are deemed to be accepted.
(j) "Price" means the price for the Goods specified in the Order;
2.1 Unless agreed in writing, any terms and conditions of the Customers Order deviating from these terms and conditions are expressly rejected by the Seller.
2.2 Each Order will constitute an offer by the Customer to acquire Goods from the Seller upon and subject to these terms and conditions and to the exclusion of all other terms and conditions unless expressly agreed by the Seller in writing.
2.3 Any price lists or quotations given by the Seller to a Customer are an invitation to the Customer to place an Order only and do not constitute an offer to sell.
2.4 A contract will only be made between the Seller and the Customer for the sale and purchase of Goods if and upon the acceptance of the Order by the Seller.
2.5 An Order cannot be cancelled by the Customer without the Sellers written consent and the Seller may at its discretion impose a reasonable cancellation charge.
3. Payment Terms
3.1 The Customer agrees to pay to the Seller the Price in full prior to the delivery of the Goods, unless the Customer has completed and returned a Credit Application Form and the Seller has agreed to extend credit to the Customer, in which case the Customer agrees to pay the Price in full on or before the expiry of 30 days following the end of the month in which delivery was made of the Goods or as otherwise agreed with the Seller in writing.
3.2 If the Price is not paid in full as and when due in accordance with clause 3.1, then
(a) The Seller shall have the right to charge interest at a rate of 5% per month from the due date to the date that the account is paid in full and should the account be referred to a collection agency and/or legal firm the Customer shall pay all fees charged by the agency and/or legal firm for all their costs incurred in the recovery of the amounts owing .
3.3 The Price is GST exclusive unless stated otherwise.
3.4 The Customer must pay to the Seller any GST which the Seller is liable to pay in respect of supplies made by the at the same time and in the same manner as payment is made for the supply to which the payment relates.
3.5 Prices, fees and charges are subject to change without notice.
4. Title and Risk
4.1 Goods supplied by the Seller to the Customer shall be at the sole risk of the Customer immediately upon delivery or deemed delivery.
4.2 The Customer acknowledges and agrees that no title to the Goods shall pass to the Customer until those Goods and any other Goods charged to the Customer's account have been paid for in full and until then:
(a) the customer will hold the Goods as fiduciary and bailee for the Supplier;
(b) the Goods must be stored separately and identified as being the property of the Seller which supplied them; and
(c) the Customer may sell the Goods, in the ordinary course of its business, as bailee for the Seller and shall account to the Seller for the proceeds of sale. These proceeds must be kept in a separate bank account.
4.3 The Customer shall insure the Goods against theft o any damage until such Goods have been paid for or until they are sold by the Customer (whichever comes first).
4.4 The Customer irrevocably authorises the Seller to enter onto its premises to inspect or repossess the Goods at any time.
5.1 Goods will be delivered or deemed to be delivered when they are delivered to the delivery place nominated by the Customer.
5.2 The Customer authorises the Seller to deliver the Goods to the place nominated by the Customer and to leave the Goods at such place whether or not any person is present to accept delivery.
5.3 Any times and dates quoted for delivery are estimates only and the Seller shall not be liable to the Customer for any failure to deliver or for any delay in delivery whether or not beyond the control of the Seller.
5.4 Any term of the Contract relating to the quantity of Goods is not the essence of the Contract. The Seller reserves the right to make partial deliveries against an Order and to invoice each partial delivery separately and the Customer cannot reject Goods on the basis of partial delivery.
6. Inspection, Acceptance of Goods and Customers obligations
6.1 The Customer must inspect the Goods upon delivery and shall, within 2 business days of delivery, notify the Seller of any matter or thing by which the Customer alleges the Goods are not in accordance with the Buyers Order and if no inspection is so made, is deemed to have accepted the Goods.
7. Returns and Claims
7.1 The Customer has no claim for shortages, defects or any Loss in respect of Goods apparent on inspection unless:
(a) a complaint is made, in writing, to the Seller within 14 business days of the delivery specifying the shortage or defect; and
(b) the Seller is, after receipt of the complaint, permitted to inspect the Goods and investigate the complaint.
7.2 If a complaint is not made to the Seller in accordance with clause 6.1, the Goods delivered will be deemed to be in accordance with the Contract, and the Seller will not be held liable for any future Losses regarding the use or application of the Goods, and the Customer is bound to pay for them accordingly.
7.3 The Seller will only accept the return of Goods from the Customer where:
(a) the Customer has complied with clause 6.1 and the Seller is satisfied as to the claim by the Customer; and
(b) the Goods are returned to the Seller in the same condition as when first delivered to the Customer.
7.4 The Customer must bear the freight costs of any return unless otherwise agreed in writing with the Seller.
7.5 Where Goods are returned to the Seller in accordance with the above provisions the Seller must issue a credit note in respect of any amounts paid by the Customer in respect of those Goods.
8.1 Legislation such as the Trade Practices Act 1974 (Commonwealth) may imply into these Terms and Conditions warranties or conditions or impose obligations which cannot be excluded, restricted or modified and these Terms and Conditions are read subject to such statutory provisions.
8.2 All other conditions, warranties, representations, liabilities, and obligations, whether implied or imposed by statute, including any conditions or warranties as to merchantability, fitness for purpose or correspondence with description are excluded to the extent permitted by law.
8.3 In the event that the Seller breaches its obligations referred to in clause 7.1, to the extent allowed by law, its liability is limited to the replacement of the Goods.
8.4 The total liability of the Seller under these Terms and Conditions is, to the extent permitted by law, expressed in this clause 7 and the Seller will under no circumstances be liable to the Customer for any Loss incurred by the Customer or any other party resulting directly or indirectly out of the supply by the Seller to the Customer or out of any breach of the Seller under these terms and conditions or out of the negligence of the Seller.
8.5 Nothing in these terms and conditions shall exclude or modify any conditional warranty implied by law where to do so would render these terms and conditions void.
9.1 These Terms and Conditions take effect, are governed by and will be construed in accordance with the laws of Queensland, Australia.
9.2 These Terms and Conditions are subject to change without notice.
9.3 The parties agree that any action arising out of, or relating to these terms may only be brought by a court of competent jurisdiction in the State of Queensland, Australia.
9.4 If any of these terms and conditions are found by a court of competent jurisdiction to be invalid or unenforceable, it will be struck out
9.5 If the Seller does not act in relation to a breach by the Customer of these terms and conditions, this does not waive the Sellers right to
9.6 The Customer may not assign or transfer any rights or benefits they may receive under these terms and conditions to any other person or entity without the prior written consent of the Seller.