Legal / Supplier Terms
CONTRACTOR AND SUPPLIER TERMS AND CONDITIONS OF TRADE
Contactualism Pty Ltd T/A Hunter and Richards
1. GENERAL
(a) "Order" means the Agreement between the Designer and the Supplier arising on acceptance of the written order and the written order and any documents attached or incorporated by reference shall together comprise the entire agreement for the purchase of the goods or provision of services.
(b) No modification of or additions to the terms and conditions shall be binding on the Supplier unless agreed to by the Supplier in writing.
(c) All prior proposals and negotiations are merged in these terms and conditions and the order supersedes any prior documentation or other writing.
(d) The Designer shall not assign, subcontract or transfer the order, in whole of in part, without the prior written consent of the Supplier.
2. DELIVERY AND ACCEPTANCE
(a) The acceptance by the Supplier of the Designer"s written order or delivery of goods or services (whichever first occurs) shall constitute unconditional acceptance of the written order and/or agreement between the parties on these terms and conditions.
(b) Delivery shall only occur when the goods have been received or services accepted by the Designer notwithstanding any agreement to pay freight, express of other transportation charges and the cost of loss or damage in transit shall be borne by the Supplier.
(c) Risk and property in the goods shall pass to the Designer when the Designer unconditionally accepts the goods in accordance with these terms and conditions and makes full and final payment to the Supplier.
(d) All goods will be subject to the Designer"s inspection and approval. If any goods are rejected by the Designer these goods will be held, subject to the Supplier"s instructions, at the Supplier"s risk and at the Supplier"s expenses and may be returned by the Designer to the Supplier or as otherwise instructed by the Supplier at the Supplier"s expense.
(e) All services will be subject to the Designer"s inspection and approval. If any services are rejected by the Designer then the Supplier must rectify at its cost the services provided by the Supplier. Further, the Supplier must clean and make good and reinstate the area of the premises for which services were rendered including but not limited to cleaning any mess, and removing rubbish from the premises and any cost associated with same shall be borne by the Supplier.
(f) The Designer reserves the right to reject any goods which are damaged or which do not conform to the quality, conditions, or type specified in the order.
(g) Acceptance by the Designer of all or any part of the goods shall not be deemed to be a waiver of the Designer"s right either to cancel or return all or any part of the goods because of failure to conform to the order by reason of defects, latent or patent, or breach of warranty or be deemed to be a waiver of the Designer"s right to make any claim for damages, including special damages incurred by the Designer. Such rights shall be in addition to any other remedies provided by law.
(h) The Parties shall agree on a date for delivery of the goods or provision of services. If the Supplier fails to deliver the goods or provide services on the specified date, then the Designer shall have the right to deduct 10% off the balance of money owing to the Supplier for every 24 hour period that the Goods remain undelivered or services not provided.
3. WARRANTY
(a) The Supplier warrants that the goods or services provided shall be of merchantable quality, fit for sale and for use, fit for the purpose intended and shall conform to the specification, applicable standards and performance capacity represented by the Supplier.
(b) The Supplier warrants that the goods or services, including any and all parts of the goods are free of defects and the Supplier, for of period one (1) year after the Designer"s acceptance of the goods will on a timely basis replace and reinstall any defective part at no cost to the Designer, including labour, material, freight and delivery charges.
(c) The Supplier warrants that it has procured necessary public liability and professional indemnity insurance; workers compensation insurance and employer"s liability insurance.
4. PAYMENT
(a) Unless otherwise stated in these terms and conditions, payment for the goods and/or services shall be made in accordance with the following:- (i) A deposit as agreed between the parties will be paid at the time of an order being made by the Designer with the Supplier; (ii) Balance of payment shall be made after acceptance by the Designer of the goods and subject to the Supplier complying with its warranty obligations.
5. TERMINATION
(a) If the Supplier commits any breach of or fails in respect to comply with or observe the provisions of any term, covenant, condition or stipulation of these terms and conditions or (being an individual) becomes bankrupt or makes an assignment of his estate for the benefit of his creditors or makes an arrangement or composition with his creditors or (being a corporation) goes into liquidation, provisional liquidation or administration (except in either case for the purposes of reconstruction) or has a receiver appointed to any of his assets, the Designer may immediately cancel the order.
(b) The Designer may cancel the order at any time without reason on seven (7) days prior notice in writing to the Supplier. If the Designer does so, the Designer will be responsible to pay for any goods already supplied by the Supplier at the time of receipt of the notice by the Supplier but shall not be liable for any loss, damage, costs, expenses incurred by the Supplier as a result of the cancellation of the order.
6. INDEMNITY
The Supplier will indemnify and hold the Designer harmless from all demands, proceedings, causes of action, liability, loss, damage and expense incurred or sustained by the Designer arising out of or in connection with the goods failing to conform to any warranty or any other breach by the Supplier of all of its obligations set out in these terms and conditions. Such indemnity shall be in addition to any other remedies provided by law.
7. GOVERNING LAW
These terms and conditions are governed by the laws in the State of Victoria.
8. JOINT AND SEVERAL
Where the Supplier comprises two or more persons, each person is jointly and severally responsible for all and any obligations, liabilities and indemnities given or owed to the Buyer.