Terms & Conditions
Pave-link Pty Ltd (ABN 78 105 090 293) trading as Outdoor and General hereinafter called “the Supplier” is committed to effectively managing the collection, storage, use and disclosure of personal information for the supplier’s business activities in accordance with the Australian Privacy Principles contained in the Privacy Act 1988 (Cth).
1. Website Content
a. The supplier may, at any time, add or remove content from this website without notice.
c. Although the supplier uses its best endeavours to confirm the accuracy of any information published on this website, you agree that the supplier cannot be held responsible for inaccuracies or errors caused by incorrect information supplied to the supplier or by manufacturers or suppliers changing product specifications without notice to the supplier. You agree to make your own enquiries to verify information provided and to assess the suitability of products before you purchase.
d. The information, materials and services in this website is provided for general information purposes only. It is current at the time of first publication. It is not legal or other professional advice or intended to be comprehensive. You are responsible for determining the validity, quality and relevance of any information, material or service assessed and to take appropriate independent advice before acting or relying on any of it to ensure that it meets your requirements. You should report any error or omission in any information, material or service, via contact us.
e. This website may feature or display third party advertising or content. By featuring or displaying such advertising or content, the supplier does not in any way represent that the supplier recommends or endorses the relevant advertiser, its products or services.
f. The supplier nor any third party will be liable for any errors in content, or for any actions you take in reliance on them. You nor any other person may hold the supplier liable for any delays, inaccuracies, errors or omissions in respect of such content, the transmission or delivery of such content or any loss or damage arising from any of them.
2. Your Use of the Website
b. You agree that you will not engage in any activity that interferes with or disrupts this website or the servers and networks that host this website. You agree not to, or attempt to, circumvent, disable or otherwise interfere with security-related features of this website or features that prevent or restrict use or copying of any content or enforce limitations on the use of this website or the content.
c. You understand and agree that any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities.
d. The supplier may stop (temporarily or permanently) providing access to this website to you, or to guests or members generally, at its discretion and without prior notice to you.
e. The supplier may in its sole discretion restrict your access to this website. If the supplier does this, you may be prevented from accessing all or parts of the website, your account details or other content contained in your account. The supplier will not be liable to you or any third party for doing so.
f. As electronic websites are subject to interruption or breakdown, access to this website is offered on an “as is” and “as available” basis only.
3. Intellectual Property Rights
a. The supplier’s logos and any of its in-house products (Stone Elements) are the intellectual property of the supplier.
c. Nothing contained on this website is to be interpreted as a recommendation to use any information on this website in a manner which infringes the intellectual property rights of any person. The supplier makes no representations or warranties that your use of the information on this website will not infringe such intellectual property rights.
d. You may view this website and its contents for personal and non-commercial use only, you may not in any form or by any means reproduce, modify, distribute, store, transmit, publish or display within another website or create derivative works from any part of this website or commercialise any information obtained from any part of this website without the prior written consent of the supplier or, in the case of third party material, from the owner of the copyright in that material.
e. You may not modify or copy the layout or appearance of this website nor any computer software or code contained in this website, nor may you decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to this website.
4. Secure Data and Transmissions
a. Given the nature of the internet, the supplier cannot guarantee that any data transmission is totally secure, free from viruses, fault or other conditions which could damage or interfere with your computer systems and the supplier does not warrant that your access to the website will be uninterrupted, error free or that any defects will be corrected. Whilst the supplier and its third parties take precautions to protect information, the supplier does not warrant and cannot ensure the security of any content or information you transmit via the website. You therefore transmit to the website at your own risk. However, once the supplier or its third party receives your transmission, the supplier and its third parties will take reasonable steps to preserve its security. If you become aware of any problems with the security of the website, please contact us immediately.
b. You must take your own precautions to ensure that the process which you use to access the website or any website does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system. For the avoidance of doubt, neither the supplier nor its third parties will accept any responsibility for any interference or damage to your own computer system which arises in connection with your use of this website, any website or any linked website.
a. The supplier makes no representations or warranties of any kind, express or implied, in relation to any information, content, materials or products included in this website or to its availability, functionality or performance, except as otherwise provided under any applicable law.
b. The supplier does not accept responsibility for any loss or damage, howsoever caused (including through negligence or matters outside their control), which you may directly or indirectly suffer in connection with your use of this website or any linked website, nor do they accept any responsibility for any such loss arising out of your use of, or reliance on, information contained on, or accessed through, this website. To the maximum extent permitted by law, the supplier disclaims any such representations or warranties as to the completeness, accuracy, merchantability or fitness for purpose of this website or the information that it contains.
c. The use of the information on this website is at your own risk. To the extent permitted by law, the supplier excludes all liability of any of them in respect of any injury, loss or damage arising out of, or related to, the use, or inability to use, the information on this website or provided through this website through email. This limitation of liability includes, but is not limited to, compensatory, direct, indirect or consequential damages, interruption of business, loss of data, income or profit, loss of, or damage to property, and third-party claims. If any liability is not able to be excluded by law, the supplier limits their liability to the re-supply of the relevant information or services.
d. You agree to indemnify the supplier and other persons involved in the creation of this website from all damages, losses, penalties, fines, expenses and costs (including legal costs) which arise out of or relate to your use of this website, any information that you provide via this website or any damage that you may cause to this website. This indemnification includes, without limitation, liability relating to copyright infringement, defamation, invasion of privacy and trade mark infringement.
6. Governing Law and Jurisdiction
GENERAL TERMS AND CONDITIONS OF SALE
All Contracts and agreements entered between the Supplier and the Purchaser are subject to the General “Terms and Conditions of Sale”
The following words shall have where the context so permits the following meanings:
“Supplier” means Pave-link Pty Ltd ABN 78 105 092 293 trading as (Outdoor and General).
“Purchaser” means the person, firm or corporation to whom the Sales Order is issued.
“Australian Consumer Law” has the meaning given to it in the Competition and Consumer Act 2010 (Cth).
“Date of Cancellation” means the date upon which the Supplier receives the notice of cancellation from the Purchaser under clause 5(a) .
“Date of Delivery” means the date upon which the Goods are despatched from the Supplier’s Premises to the Delivery Point.
“Delivery Point” means the address nominated by the Purchaser as the place for delivery of Goods mentioned in the Sales Order.
“GST” means any goods and services tax including the tax imposed under A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth) as amended and any regulations thereto or any such other Act and regulations of similar effect.
“Goods” means all materials, supplies, plant, equipment, machinery, stores, services and the like to be provided by the Supplier under this Agreement.
“Made to Order Goods” means Goods described as Made to Order on a Sales Order / Order Confirmation.
“Price” means the purchase price inclusive of GST for the Goods specified on a Sales Order / Order Confirmation.
“Sales Order / Order Confirmation” means the agreement between the Supplier and the Purchaser incorporating the quotation, these General Terms and Conditions of Sale, and all documents applicable thereto.
“Tax Invoice” is a document issued by a Supplier to the Purchaser that indicates the quantities and costs of the Goods that the Purchaser ordered and total value of those ordered Goods including GST.
“Seconds” means factory seconds, rejects or discontinued lines.
“Stipulated Period” means the period of time specified on the Sales Order or quotation as the period for which the prices shall apply.
“Stocked Goods” means all Goods not described as Made to Order on a Sales Order / Order Confirmation.
“Suppliers Premises” means the premises from which the Supplier ordinarily conducts its business.
“Third Party” means any person, company or otherwise not being the Purchaser or the Supplier.
a. UNLESS otherwise stated in a Quotation, the Supplier will not alter any quoted price within the Stipulated Period. However, as quoted prices are based on the Suppliers estimated costs of production to manufacture or supply at the time of quotation, after the Stipulated Period the Supplier may reassess the cost to manufacture the products at the time and may alter the quoted prices without notice to the Purchaser.
b. A quotation is not an offer to supply the goods and may be withdrawn without notice. Any Sales order given in respect of a quotation is not binding on the Supplier until accepted by the Supplier in writing.
c. Unless otherwise expressly stated, prices quoted do not include cartage costs for delivery from the Suppliers Premises to the Delivery Point.
d. The Supplier reserves the right to alter the price if there is a reduction in the original quantity quoted on.
3. Entire Agreement
a. The Sales Order is the only document which will be recognised by the Supplier as a mutual understanding and authority for undertaking to supply the Goods.
b. The Sales Order constitutes the entire agreement between the parties and supersedes all previous negotiations, communications, representations or warranties in respect of its subject matter.
c. The Suppliers Terms and Conditions shall prevail where inconsistencies occur with terms and conditions contained in the Sales Order.
d. The Supplier reserves the right to decline, by written notice to the Purchaser, to fulfil any Sales Order in whole or in part, at any time prior to the delivery of the Goods or performance of the services, in which case the Supplier will be under no obligation in respect of the Sales Order.
e. The Sales Order may only be varied by written agreement between the parties.
4. Variation to Specifications
The Purchaser may, prior to commencement of the manufacture of Made to Order Goods, either the subject of the Sales Order, by notice in writing to the Supplier, vary the colour or vary the specifications of the Goods to be supplied. The Supplier shall not depart from the colour or specifications of the Goods ordered until first directed in writing by the Purchaser. If any such direction causes a change in cost or time required for performance an equitable adjustment shall be made to the terms of the Sales Order. If, however the Supplier, prior to receiving the written notice had commenced the manufacture of Made to Order Goods then the Purchaser is not entitled to vary the colour or vary the specifications of the Made to Order Goods the subject of the Sales Order and is obligated to pay for the Made to Order Goods as ordered.
5. Cancellation of Order
a. The Purchaser may, prior to commencement of the manufacture of Goods, either the subject of the Sales Order, by notice in writing to the Supplier, cancel part of the entire Sales Order.
b. In the event of cancellation under 5(a), the Purchaser shall be required to pay to the Supplier its actual out-of-pocket expenses and any reasonable expenses incurred by the Supplier prior to the Date of Cancellation.
6. Price and Gst
All prices for Goods in a Sales Order are expressed in Australian Dollars and shall be determined by the Supplier Pursuant to quoted prices payable per item or square metre rate or per Supplier’s price list, plus GST if the quoted price is not GST inclusive. The Purchaser is liable for any GST payable in respect of the taxable supply made under a Sales Order. All Customs Duty, freight and other charges shall be paid by the Purchaser
7. Terms of Payment
a. Unless otherwise agreed by the Supplier, the Goods under the Sales Order must be paid for in full prior to the Delivery Date.
b. Where the Supplier agrees to accept the payment from the Purchaser on a credit account the Supplier shall invoice the Purchaser for payment for each delivery made or for Goods not ready for delivery but stored at the Supplier’s premises.
c. Payment to the Supplier must not be subject to the Purchaser receiving payment for the Goods from a Third Party.
d. The Purchaser must make all payments to the Supplier without deduction, set-of, or counter-claim, and no amounts are to be deducted from any payments as security retentions or for any other reason unless the Supplier agrees to such deduction in writing.
e. Payment is required to be made as follow: 50% of the Price on confirmation of order and balance of the Price due and payable prior to Delivery.
f. The Supplier reserves the right to charge the Purchaser interest at the rate of ONE (1) per cent above the interest rate quoted on the day of demand by the Supplier’s banker (as nominated by the Supplier) on an unsecured overdraft accommodation over, $100,000 on any amount that is due and payable by the Purchaser to the Supplier.
g. Liquidated damages provisions do not apply to the supply of Goods by the Supplier, unless specified otherwise in a Sales Order or otherwise agreed in writing by both the Supplier and the Purchaser prior to placement of an order to which the liquidated damages may relate.
h. The Supplier reserves the right to vary, at any time, the terms of the payment that apply in respect of all credit accounts, if the credit worthiness of the Purchaser becomes, in the Suppliers opinion, unacceptable to the Supplier. If the Supplier forms this opinion, it may require immediate payment by the Purchaser to be made in cash in full or by bank cheque or may require further guarantees, indemnities or other security to be provided by the Purchaser prior to agreeing to supply any Goods.
8. Made to Order Goods
Any Made to Order Goods must be accompanied by a non-refundable deposit of 50% deposit.
9. Default in Payment
To the extent permissible at law (including under the Australian Consumer Law) and without purporting to limit The Suppliers obligations thereunder:
a. default or breach by the Customer of these Terms or in any dealings with the Supplier will entitle the Supplier to retain all monies paid, call-up all monies due or owing (whether currently due and owing or not), cease further deliveries, recover from the Customer all loss of profits and/or take immediate possession of any product, without prejudice to any other of its rights and without liability to any party;
b. The Purchaser agrees not to commence or continue or permit to be commenced or continued any action against the Supplier whilst the Purchaser is in default under any part of these Terms; and
c. If the Purchaser on-sells any product, the Purchaser agrees to pay the Supplier, the cost price incurred or payable by the Supplier for the acquisition of the Goods for supply to the Purchaser, before the Purchaser is entitled to take any step in any proceedings commenced by the Supplier for payment for that product. The Purchaser agrees that this clause may be pleaded as a bar to any action by the Purchaser until payment to the Supplier has been made.
d. A failure or delay by the Supplier to exercise a power or right under this Terms and Conditions does not operate as a waiver of that power or right or a waiver of the breach which gave rise to that power.
10. Completion of Goods
If the Goods are manufactured and completed by the Supplier and the Purchaser has over ordered or does not require the Goods or is not ready to take delivery of Goods, then the Purchaser remains obliged to pay for the Goods in full and for all costs incurred in or about the storage of the Goods by the Supplier. The Supplier reserves the right to require the Purchaser to take delivery of the Goods in the circumstances contemplated by this clause.
The Supplier acknowledges that there are certain conditions and warranties implied or guaranteed by law which cannot be excluded, restricted or modified by agreement (“non-excludable rights”).
a. Subject to the above, the Supplier disclaims and expressly excludes all conditions and warranties expressed or implied, and all rights and remedies conferred on the Purchaser by any statute, law, equity, trade, custom or usage or otherwise.
b. To the maximum extent permitted by law, the liability of the Supplier for any breach of a non-excludable rights is limited, at the Suppliers option, to the repair or replacement of the Goods or the refund of the price paid by the Purchaser.
c. The Purchaser acknowledges that it relies solely upon its own skill and judgment and that the Supplier is not bound by nor responsible for any term, condition, representation or warranty other than a warranty given by the Supplier in writing, which shall be personal to the Purchaser and shall not be capable of assignment to any subsequent purchaser of the Goods.
d. The Supplier shall be under no liability for any damage, injury (to persons or property), death, direct or consequential or other loss or loss of revenue, profits, income, goodwill costs, business opportunities or anticipated savings, charges and expenses on the part of the Purchaser or any other person other than to repair.
e. The Supplier shall not be liable to the Purchaser if for any reason beyond the Suppliers control it is not able to deliver or supply any of the Goods.
f. Deterioration of the product caused by improper installation method or by improper use or by the application of chemicals not suitable for the product and other external elements is expressly excluded from any warranty given by the Supplier (if any). Recommended installation methods, cleaning agents, Natural Stone Sealers or otherwise available this website is given in good faith. Warranty Claims rest with the manufacturer of the Goods. The Purchaser irrevocably and unconditionally waives any claim it may have against the Supplier.
The Purchaser acknowledges that seconds are not graded as first quality and may have variations in colours, textures, sizes and shapes and other irregularities broken, cracked, damaged. The Customer must thoroughly inspect Seconds prior to purchase to ensure the Customer is satisfied with the nature and condition of the Seconds and to ensure the Seconds meet the Customer’s needs and are fit for the intended application. The Customer releases the Supplier from any Claim in relation to Seconds and cannot return the Seconds for any reason. The Supplier will not provide refunds, replacements or credit in relation to Seconds in any circumstances.
13. Variations in Colour, Texture & Finish
Every reasonable endeavour is made by the Supplier to match colour, texture and finish to samples of the Goods ordered however variations may occur. At the time of making an order the Purchaser is deemed to acknowledge that naturally occurring Goods such as stone and clay may vary in both colour and texture and that the Supplier does not accept any liability relating to any such variations of the Goods.
a. All Goods shall be delivered by the Supplier to the Kerb side in front or reasonably (at the Supplier discretion) located near the Delivery Point and such delivery shall be deemed to be delivery of the Goods to the Delivery Point.
b. The forgoing notwithstanding, the Purchaser may request and the Supplier may agree in writing to deliver the Goods to a location other than a Kerbside in front of or reasonably located within the vicinity of the Delivery Point provided always that the Purchaser shall bear all liability (whether with respect to loss or damage to person, property, or to the Goods) arising from and in respect of the delivery and the Purchaser hereby agrees to indemnify and keep indemnified the Supplier with respect to any such liability.
c. If the Supplier, or its agents, obtain from any person at the Delivery Point a receipt or signed delivery docket for the Goods, then the Supplier shall be conclusively deemed to have delivered the Goods in accordance with the Sales Order.
d. If the Delivery Point shall be unattended or if delivery cannot otherwise be effected by the Supplier, the Supplier may, at its option, leave the Goods at the Delivery Point or store the Goods at the Supplier’s discretion.
e. If the Goods are stored by the Supplier, the Goods are stored at the Purchaser’s sole risk and the Purchaser shall pay or indemnify the Supplier for all costs and expenses incurred in or about the storage of those Goods and the Supplier shall be at liberty to re-deliver them to the Purchaser from the place of storage at the Purchaser’s expense.
f. It is the Purchaser’s responsibility to ensure that the premises located at the Delivery Point is easily accessible and is safe and secure.
g. If the premises located at the Delivery Point is not easily accessible or safe and extra costs are incurred by the Supplier in unloading the Goods, then the extra costs will be charged to and be payable by the Purchaser to the Supplier.
h. The Purchaser must inspect any Goods immediately on collection or delivery of the Goods.
15. Time of Delivery
Any time quoted for delivery is an estimate only and the Supplier shall not be liable for any loss or damage howsoever arising as a result of or consequence or any failure to deliver or delay in delivery arising from any circumstances whatsoever, UNLESS the failure or delay in delivery of the Goods is due to the Supplier’s own negligence or wilful default and the Purchaser notifies the Supplier in writing of such loss or damage within TWO (2) days from the Date of Delivery. The Purchaser shall not be relieved of any obligation to accept or pay for Goods due to any delay in delivery. If the Supplier determines that it is or may be unable to deliver within a reasonable time or at all, the Sales Order may be cancelled by the Supplier. In the event of cancellation, the Purchaser shall not have any claim, and irrevocably and unconditionally waives any claim it may have against the Supplier for any liability damage, loss, cost or expense whatsoever. It is the responsibility of the Purchaser to ensure delivery is not affected by lack of credit facility with the Supplier.
16. Short, Or Wrongful Delivery
The Purchaser must notify the Supplier in writing within TWO (2) days after delivery of the Goods of any short or wrongful delivery of the Goods and any claim not so notified within that time shall be deemed to be absolutely and unconditionally waived by the Purchaser.
17. Examination of Goods
a. The Purchaser will be responsible for immediate examination of the Goods at the Suppliers premises and at the Delivery Point and the Supplier shall be deemed to have examined the Goods.
b. The Supplier shall, expect as may otherwise be provided by law, not to be liable for any claim for which it would otherwise be liable in respect of damaged or defective Goods UNLESS particulars of such claims are notified to the Supplier in writing within TWO (2) days after delivery by the Supplier at the Delivery Point.
c. The Goods in question should be set aside for inspection by a nominated representative of the Supplier. The forgoing notwithstanding, the Purchaser must confirm that it accepts the quantity, colour and quality of any Goods it takes delivery of by signing the delivery docket which the Supplier provides to the Purchaser at the time it supplies the Goods.
d. The delivery docket, so signed, shall be conclusive evidence that the Purchaser has reviewed and is satisfied with the quantities, colour and quality of any goods described in the delivery docket and the Purchaser shall be stopped from making any claim to the contrary.
e. Where the Goods are collected by a courier or other agent of the Purchaser from the Supplier Premises, the Purchaser warrants that its agent has authority to sign the docket on the Purchaser’s behalf and is deemed to have examined the Goods and accepts the quantity, colour and quality of the Goods.
18. Pick Up of Goods
The Supplier will organise Goods for pick up once final payment of the Sales Order has been made. Adequate time must be granted to the Supplier to finalise orders prior to pick up. The address for pick up is 23 Canterbury Rd, Punchbowl 2196 and is done with the assistance of Suppliers staff. Vehicle entry and Exist points at the Suppliers Premises are clearly marked with the use of traffic signs, parking signs and line marking. The Purchaser or Purchases agent must adhere to these measures taken by the Supplier is the interest of Public and Work place safety by reporting to the Sales Office prior to pick up. The Purchaser or the Purchasers agent is responsible for securing Goods to their vehicle after loading. Loading of goods onto vehicle constitutes acceptance of Goods and the Purchaser irrevocably and unconditionally waives any claim it may have against the Supplier in respect to loss or damage of Goods thereafter.
19. Installation of Goods
Notwithstanding any other provisions of the Sale Agreement, any liability of the Supplier with respect to any aspects of the Goods, including but not limited to their colour, texture, size, quality or their fitness for purposes, will cease when the Purchaser uses the Goods, sells or otherwise parts with possession of the Goods, and/or installs or affixes the Goods (or allows the Goods to be installed or affixed) in or to any surface, place, or product.
The Supplier takes no responsibility for the workmanship or the quality of work performed by sub-contractors engaged by the Purchaser, whether recommended by the Supplier or not.
All Goods delivered by the Supplier to the Purchaser shall be at the Purchasers sole risk. The Supplier will not be liable for, and the Purchaser irrevocably and unconditionally waives any claim it may have against the Supplier in respect of, any damage or loss whatsoever arising out of or in connection with the carriage of the Goods, unless such damage or loss is as a direct result of the Suppliers negligence or wilful default.
a. The Purchaser will not receive title to Goods until the Customer makes full payment of the Price and any other amounts payable to the Supplier.
b. Until title in the Goods passes to the Customer in accordance with these Terms and Conditions the Purchaser will:
c. Be only a bailee of the Goods
d. Ensure the Goods are kept separate and identifiable from other Goods and not be incorporated into a new product.
e. Grant any Security over the Goods to any Third Party.
f. Return any Goods to the Supplier immediately on request.
g. Authorise the Supplier or any agent of the Supplier to enter any land and premises owned, occupied or controlled by the Customer where the Goods are located and take possession of the Goods; and
h. Hold the proceeds from any sale or disposal of the Goods on trust for the Supplier. The Supplier may repossess, retain, deal with and/or sell the Goods as the Supplier determines in the Suppliers absolute discretion, if the Purchaser does not pay the Price and any other amounts payable to the Supplier by the due date for payment or the Purchase is the subject of Administration.
23. Returns or Refunds
Returns will be accepted at the discretion of the Supplier. No returns will be allowed or excepted for any Goods:
a. Which the Purchaser has changed their mind, had made the wrong decision or product not fit for purpose, or
b. have been unpacked and not in original packaging, or
c. classed as Seconds, or
d. where especially obtained, imported, or Made to Order for the Purchaser, or
e. that have less than 5% of total order quantity broken, damaged or chipped as these are normally used for cutting, or
f. the Supplier will not refund or waive the obligation to make payment in respect of returned Goods, but shall grant the Purchaser a trade credit to the Price of the Goods, less 25% thereof to cover handling and restocking expenses. The Purchaser must clearly identify the Goods it returns and signs an endorsement on the relevant invoice, which shall be conclusive evidence that Goods noted have been returned to the Suppliers Premises. The Supplier may reduce or cancel any credit it has granted to the Purchaser if such credit has not been exercised within 7 days if return, or
g. otherwise without the written approval from the Supplier.
Title to any pallets provided by the Supplier with the Goods passes to the Purchaser with the Goods, and the Purchaser must bear the cost of their storage and/or disposal unless stated otherwise on the Sales Order.
To the extent permissible at law (including under the Australian Consumer Law) and without purporting to limit The Suppliers obligations thereunder:
a. Any advice, recommendation, information, assistance or service provided by the Supplier in relation to the Goods, including use and application of the Goods, is given in good faith and liability or responsibility is accepted by the Supplier for any damage, loss (direct or indirect) or any consequential loss suffered by the Purchaser as a result of reliance upon the advice, recommendation, information, assistance or service for delivery to the Purchaser.
b. If the Supplier publishes material about its goods and prices, any part which is incompatible with these Terms is expressly excluded.
c. The Customer will rely on its own knowledge and expertise in choosing any product for any purpose.
26. Indirect Loss
Notwithstanding any other provision of this Sales Order to the contrary, the Supplier shall not be liable for any loss or damage to the Purchaser arising from or caused or contributed by the negligence of the Supplier, its servants or agents, nor shall the Supplier be liable for special, incidental, indirect or consequential loss or damage suffered by the Purchaser as the result of a breach by the Supplier of its obligations or otherwise including but not limited to economic or consequential loss, loss of profits or revenue costs arising from such breach.
A waiver by the Supplier of the breach of any provision of the Sales Order shall not constitute a waiver of any other breach of such provision or any other provisions.
The Supplier reserves the right to deliver by instalment. Failure of the Supplier to deliver any instalments shall not entitle the Purchaser to cancel the balance of the Sales Order. In the event of the Purchaser making default in respect of any instalment, the Supplier may elect to treat the default as a breach of contract relating to each other instalment.
Any inspection or test agreed upon prior to the acceptance of the Goods by the Purchaser, must unless otherwise agreed, be carried out by the Purchaser or its designated agent at the Suppliers works. If any specialised inspection is required or special test prescribed by the Purchaser, the cost shall be to the Purchasers account. In the case of such inspection, and without limiting any other provision of this document, the Supplier accepts no responsibility for any defects in the Goods which are identified once the Goods in question have left the Suppliers Premises.
The Supplier reserves the right to sub contract the production or supply of the whole or any part of the Goods or of any materials or services to be supplied.
31. Laws, Regulations, Permits Etc.
The Purchaser shall obtain all permits, licences and give all notices required to be given and shall pay all fees, deposits and taxes required to be paid under all laws (Federal, State or Municipal) in any way affecting or applicable to the acquisition, manufacture and/or Supplier of the Goods.
If any provision of the Sales Order shall be determined to be void by any court of competent jurisdiction, then such a determination shall not affect any other provision hereof and each such other provision shall remain in full force and effect.
33. Force Majeure
a. If the Supplier is rendered unable, wholly or in part, by force majeure or carry out its obligation under a Sales Order, then the Supplier shall give to the Purchaser written notice of the force majeure with reasonably full particulars thereof whereupon:
b. the obligations of the Supplier so far as it is affected by the force majeure shall be suspended during not longer than the continuance of the force majeure; and
c. and period or periods of time referred to in the Purchase Order within which a particular obligation or responsibility or duty is to be performed shall be extended by a period of time equal to that during which the force majeure continues.
d. The Supplier shall use reasonable diligence to remedy the force majeure.
e. The term “force majeure” as employed in this clause 32 shall mean any cause which is not within the reasonable control of the Supplier and without limiting the generality of the foregoing, shall in so far as the same is not within such control, include any one or more Act of God, strike, lockout or other labour difficulty, act of the public enemy, war, blockade, revolution, riot, insurrection, civil commotion, lightning, storm, flood, earthquake, explosion, action, demand, order, restraint, restriction, requirements, prevention, frustration or hindrance by or any government or any government department or authority or other duly constituted authority or statutory corporation or local government authority, embargoes and unavailability of essential equipment and raw materials.
34. Future Dealing
Unless otherwise agreed by the Purchaser and the Supplier, the terms and conditions specified in this document shall be incorporated by implication and conduct into all future agreements by the Supplier, to supply Goods, with the Purchase.
35. Collection Cost
The Purchaser agrees to indemnify the Supplier for all legal costs, charges, expenses and disbursements incurred in the collection or attempted collection of monies due, or the enforcement or attempted enforcement of any rights, under or in respect of a Sales Order.
36. Quantity Estimates
No responsibility will be taken by the Supplier for over or under estimates to quantities. Additional quantities manufactured or delivered will be treated as a further order of Goods.
The Purchaser agrees that:
a. despite anything to the contrary contained herein or any other rights which the Supplier may have howsoever, where is the owner of property (tangible or intangible), land, realty or any other asset capable of being charged and/or over which a security interest may be created (“Asset”), the Purchaser agrees, upon The Suppliers written request, to mortgage and/or charge all of their joint and/or several interest in the Asset to the Supplier to secure all amounts and other monetary obligations payable by the Purchaser to the Supplier;
b. it grants a lien to the Supplier over any of its property in the possession or control of the Supplier until Full Payment;
c. it will execute any documents and to do all things requested by the Supplier to register a mortgage (or such other security the Supplier requires) over any current or later acquired real property the Purchaser has an interest in;
d. it consents unconditionally to the Supplier lodging a caveat noting the Suppliers interest in any current or later acquired real property the Purchaser has an interest in;
e. any officer of the Supplier may (without limitation) sign documentation to affect the Purchasers compliance with this clause;
f. agrees that if it is in default of any part of these Terms,
g. the Supplier may, in order to make good any default (in whole or in part), garnishee moneys:
h. held by Third Parties on behalf of the Purchaser; and/or
I. which the Purchaser is entitled to payment of (whether that entitlement is past, present or future).
38. Conditions of Sale
All contracts and agreements entered between the Supplier and the Purchaser are subject to the “General Terms and Conditions of Sale” appearing herein and as amended from time to time and shall prevail where inconsistencies may exist with conditions on the Sales Order or the Purchaser’s conditions. Terms and conditions submitted by the Purchaser with any purchase order do not form part of the Sales Order or any other contract between the Purchaser and the Supplier, unless expressly agreed in writing by the Supplier. To the extent that any other term and condition is sought to be incorporated into a Sales Order, that term and condition is of no effect.
39. General Interpretation
In this document, unless inconsistent with the context:
a. where a party comprises of more than one entity then any agreement, warranty, representation or obligation binds those entities jointly and severally.
b. a word which denotes the singular denotes the plural and vice versa and a word which denotes any gender denotes any other gender;
c. the provisions and obligations of this Agreement are independent of each other and if any of them is or becomes illegal or unenforceable the other provisions and obligations remain in full force and effect;
d. a reference to any party includes its or their successors in title or personal representatives;
e. if any party is a trustee of a trust then any agreement, warranty, representation or obligation binds such party both in its capacity as trustee and in its own right
f. a reference to any statute or statutory provision includes any consolidated, modification, substitution or replacement of the statute or statutory provisions and any regulations or by-laws issued under the statute.
g. In the absence of a Sales Order issued by the Supplier to the Purchaser, a Tax Invoice will replace such absence and will be subject to the same “General Terms and Conditions of Sale” as would a Sales Order otherwise be.
40. Governing Law
These “General Terms and Conditions of Sale” shall be governed and construed according to the laws for the time being in force in the State of New South Wales and the parties respectively hereby submit to the jurisdiction of the Courts thereof and all Courts competent to hear appeals therefrom.
All notices, other documents and communications required or permitted to be given to the Supplier shall be in writing and be addressed to:
Pave-link Pty Ltd trading as Outdoor and General
23 Canterbury Rd, Punchbowl NSW 2196
Telephone: (02) 9791 1595
Facsimile: (02) 9791 6486