TERMS & CONDITIONS SCOPEWIDE PTY LIMITED
These terms apply to all sales by SCOPEWIDE PTY LIMITED (ACN 138 063 073) (‘the Seller’) to the individual or entity purchasing or requesting to purchase the products (‘the Buyer’).
Acceptance of these terms forms a binding contract between the Seller and the Buyer. This contract contains the complete terms and conditions that apply to the sale of the product (“the Product”).
These terms and any attached quote, estimate or product description is an offer to supply you with products and/or services. There is no contractual relationship between you and this company until you have agreed to these terms and we have agreed to supply you with product or services. We reserve the right to refuse supply at our sole discretion.
Application
1. These conditions of sale apply to all transactions between the Buyer and the Seller, including all quotations, offers, orders or sales. These conditions can only be varied in writing signed by the Seller.
Acceptance
2. The Buyer may indicate its acceptance of these terms by: a) marking an online check box indicating these terms have been read and agreed to. b) signing and returning a copy of this document; c) requesting the Seller to supply you with products (whether in writing or not) after receiving these terms; d) requesting advice or services from the Seller
3. Failure to accept these terms within 7 days can result in withdrawal of the Seller’s offer to supply product at a particular price.
Delivery
4. While the Seller endeavours to meet delivery dates, any delay of delivery, for any reason whatsoever, will not entitle the Buyer to claim for any consequential loss or damage or to cancel, rescind or terminate the agreement.
5. Should circumstances beyond the control of the Seller prevent or hinder delivery, the Seller will be free from any obligation to deliver goods while such circumstances continue. For as long as such circumstances exist, the Seller may, at its option, cancel, rescind or terminate all or any part of the contract or keep the contract on foot until such circumstances have ceased. Such circumstances beyond the control of the seller include, but are not limited to: lack of supply, strikes, lockouts, riots, rebellions; fire; floods; natural disasters; shortages of raw materials; Government decrees, proclamations or orders; transport difficulties; and failures or malfunctions of computers or other information technology systems.
6. Where goods are ordered for delivery by instalments, each instalment delivery is deemed to be a separate order and a separate contract performed by the Seller upon delivery of that instalment.
Risk
7. Risk in each order will pass to the Buyer upon delivery of that order to the Buyer or upon collection of that order by the Buyer’s agent or courier as the case may be.
Retention of Title
8. Notwithstanding delivery of the goods to the Buyer, until the Buyer has effected full payment for the goods and any other goods previously supplied by the Seller:
(a) legal title to the goods will remain with the Seller;
(b) the risk in the goods will pass to the Buyer on delivery to the Buyer or its agent;
(c) the relationship between the Seller and the Buyer will be fiduciary;
(d) the Buyer will:
(i) hold the goods as bailee for the Seller;
(ii) keep these goods separate from other goods; and
(iii) label the goods so that they are identifiable as the goods of the Seller;
(e) with the Seller’s consent (which is given), the Buyer is at liberty to sell the goods, in the ordinary course of the Buyer’s business, provided that the money resulting from the sale will:
(i) be held in a separate account in trust for the Seller;
(ii) not be mingled with other money; and
(iii) not be placed into an overdrawn account; and
(f) in the event that the Buyer uses the goods in some manufacturing or construction process of its own or of some third party then the Buyer will hold such part of the proceeds of such manufacturing or construction process as relates to the goods in trust for the Seller. Such part will be deemed to equal in dollar terms the amount owning by the Buyer to the Seller at the time of receipt of such proceeds.
9. The Buyer is not an agent of the Seller in any sale of the goods by the Buyer.
10. After the happening of an Event of Default, the Seller may without demand retake possession of the goods and may without notice sell the goods on such terms and in such manner as it determines and will be entitled to deduct all expenses incurred. For the purposes of recovering possession and without limiting the generality of the foregoing, the Buyer irrevocably authorises and licenses the Seller and its servants and agents to enter any premises where any goods may be stored and to take possession of the goods.
Payment
11. The Buyer will pay the full price of each order to the Seller within 30 days of the issue of a Tax Invoice by the Seller. If payment is not made within that time the Seller may without demand retake possession of the goods and may without notice sell the goods on such terms and in such manner as it may determine and will be entitled to deduct all expenses incurred. For the purpose of recovering possession, and without limiting the generality of the foregoing the Buyer hereby irrevocably authorises and licences the Seller and its servants and agents to enter upon any premises where any goods may be stored and to take possession of the goods.
12. All applicable taxes, duties or levies (including GST) on the sale of the goods will be to the Buyer’s account.
13. If within a period of 30 days from Date of Invoice, the Seller does not receive the Invoice amount, the Seller reserves the right to charge interest at the rate of 2% above the base commercial floating rate for ANZ Bank in Sydney.
Event of Default
14. The Seller may, at its option and without prejudice to any of its rights, either suspend further deliveries, require payment in advance or terminate any contract by written notice to the Buyer where the Buyer:
(a) defaults on any payment due under the agreement;
(b) being a natural person, commits an act of bankruptcy;
(c) being a corporation, is subject to:
(i) a petition being presented, an order being made or a meeting being called to consider a resolution for the Buyer to be wound up, deregistered or dissolved;
(ii) a receiver, receiver and manager or an administrator under Part 5.3A of the Corporations Act 2001 being appointed to all or any part of the Buyer’s property and undertaking.
(iii) the entering of a scheme of arrangement (other than for the purpose of restructuring); or
(iv) any assignment for the benefit of creditors.
Acceptance of Goods
15. The Buyer will inspect the goods immediately upon delivery to the Buyer or upon collection of that order by the Buyer’s agent or courier as the case may be.
16. All claims against the Seller regarding the quality, nature, fitness, suitability, or defects of the goods must be made in writing to the Seller within 30 days of delivery. The Seller does not accept liability for any such claim not made in accordance with these terms.
17. In the event of a justified objection notified by the Buyer to the Seller in accordance with these terms, the Seller may, at its option:
(a) reduce the purchase price by agreement with the Buyer;
(b) accept the return of the goods and, subject to the goods being returned in the same condition as when they were delivered to the Buyer, refund to the Buyer the purchase price; or
(c) replace the goods and no additional claims of any nature whatsoever may be made against the Seller.
Advice and Information
18. Any advice, recommendation, information, assistance or service given by the Seller in relation to goods sold or manufactured by the Seller or their use or application is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given, but is provided without any warranty or accuracy, appropriateness or reliability and the Seller does not accept any liability or responsibility for any loss suffered from the Buyer’s reliance on such advice, recommendation, information, assistance or service.
Disclaimer & Limitation of Liability
19. The Seller shall have no liability to the Buyer for any damage to or defects in any of the Products caused by fair wear and tear, improper use, maintenance and repair, negligent handling, failure to observe the instructions accompanying the Products or any alterations made to the Products by the Buyer.
20. The terms in this agreement that exclude or limit liability apply to the extent permitted by law. To the extent to which the Seller is entitled to do so, its liability under those statutory provisions will be limited at its option to:
(a) the replacement of the goods or the supply of equivalent goods; or
(b) the repair of the goods; or
(c) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(d) the payment of the cost of having the goods repaired.
21. The Seller shall have no liability to the Buyer for any damage to or defects in any of the Products caused by fair wear and tear, improper use, maintenance and repair, negligent handling, failure to observe the instructions accompanying the Products or any alterations made to the Products by the Buyer.
22. Notwithstanding anything else contained in this Agreement, the Seller shall not be liable to the Buyer for loss of profits or other indirect or consequential loss or damage whether arising from negligence, breach of contract or any other cause of action.
23. These terms are in lieu of all warranties, conditions, terms and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
Severability
24. If any part of this Agreement is invalid or unenforceable, this Agreement does not include it. The remainder of this Agreement continues in full force.
Governing law
25. This Agreement is governed by the laws of New South Wales. Each party irrevocably submits to the nonexclusive jurisdiction of the courts of New South Wales.
