These are the terms and conditions upon which HODGE SYSTEMS PTY LTD trading as LUXUL ABN 97 372 879 101 (“the Supplier”) supplies Goods and Services to customer (“the Customer”):-
1.1 The headings used in these terms and conditions do not form part of these terms and conditions and are for convenience only.
1.2 Where the context admits or requires, words importing the singular shall include the plural, those denoting a given gender shall include all other genders and those denoting natural persons shall include corporations.
1.3 These terms and conditions shall apply mutatis mutandis as between the Customer and any subsidiary or related entity of the Supplier as those terms are defined in the Corporations Act 2001 except where:-
1.3.1. there is a written credit agreement between the parties; or
1.3.2. the resulting agreement constitutes a breach of any legislation.
2.1 Unless agreed to in writing by the Supplier, any variation of these terms and conditions, including any terms and conditions of the Customer’s order deviating from or inconsistent with these terms and conditions, is rejected by the Supplier.
2.2 The Supplier may vary these terms and conditions at any time by a notice of variation in writing to the Customer which notice is deemed given if amended terms and conditions are uploaded to the Supplier’s website. The Customer agrees that the purchase of any goods supplied or to be supplied by the Supplier to the Customer including goods manufactured or modified at the Customer’s request (“Goods”) or services supplied or to be supplied by the Supplier to the Customer at the Customer’s request (“Services”) after such variation will be deemed to be an acceptance of such varied terms and conditions by the Customer.
2.3 Should there be any variation to any of the information supplied by the Customer to the Supplier in the credit account application or in the structure or nature of the Customer’s business (such as a conversion to or from a Company or trust) the Customer shall notify the Supplier in writing within 7 days of such variation.
2.4 These terms and conditions and all obligations hereunder shall be binding on the Customer’s personal representatives, successors and assigns.
2.5 Where the Customer is comprised of the names of two or more persons then each person is jointly and severally liable to pay all monies owed by the Customer to the Supplier.
2.6 These terms and conditions and the terms of the order submitted by the Customer on the order form of the Supplier override and prevail over the terms of any other document submitted by the Customer with the order including any purchase order on the Customer’s own stationery or the Customer’s own terms and conditions of trade.
2.7 Where there is any inconsistency between these terms and conditions (including any updated versions of these terms and conditions) and any subsequent agreement with the Customer for the supply of Goods or Services by the Supplier, then such subsequent agreement shall only prevail to the extent that it is inconsistent with these terms and conditions (including any updated versions of these terms and conditions). A subsequent agreement is only such if expressly acknowledged or agreed in writing by the Supplier.
2.8 The waiver of any of these terms and conditions by the Supplier shall not be construed as a continuing waiver of that term or condition and the Supplier shall be entitled to require compliance with all of these terms and conditions at any time.
2.9 Reference to delivery in relation to Goods in these terms and conditions is a reference to delivery of Goods as defined under clause 14.1.
3 SUPPLY TERMS
3.1 The Supplier may in its absolute discretion refuse the Customer credit facilities or suspend or discontinue the supply of Goods and Services to the Customer or to increase or vary the Customer’s credit limit at any time without any obligation to provide to the Customer a reason for such action.
3.2 For each project order or group of orders exceeding a quantity of 100 units of Goods:
3.2.1 a deposit of 25% of the total order value must be paid prior to commencement of the manufacture of Goods, with the remainder of the order value accruing to the Customer’s credit account; or
3.2.2 personal guarantees signed by all Directors and/or Office Holders must be supplied prior to commencement of the manufacture of Goods.
3.3 All Goods or Services delivered to the Customer by the Supplier in any calendar month must be paid for in full by the Customer:
3.3.1 in the case of orders for cash on delivery (COD) on or before the commencement of manufacture of the Goods;
3.3.2 in all other cases, on or before the Supplier’s last trading day in the month following the month in which the Goods or Services were delivered,
(in each case the “Due Date”).
3.4 If the customer fails to make full payment by the Due Date interest will be charged on a daily basis on monies owed by the Customer to the Supplier both before and (as a separate and independent obligation) after any judgment at a rate of 16% pa from the due date for payment until the actual date of payment. If the Customer has an account with the Supplier, the Supplier may debit the Customer’s account monthly or at such other times it chooses for such interest.
3.5 The Customer will pay the Supplier for any and all of the Supplier’s expenses including but not limited to any legal costs (on an indemnity basis), stamp duties and other expenses payable under these terms and conditions together with any collection costs or dishonoured cheque fees incurred in connection with the enforcement of, or the preservation of any rights under these terms and conditions. Such costs, duties and other expenses as well as interest payable pursuant to clause 3.4 may be recovered as a liquidated debt.
3.6 Any payments received by the Supplier from the Customer shall be applied first to any costs, duty, commission or other expenses referred to in clause 3.5 then to interest and then to the remainder of monies outstanding.
3.7 The Customer shall not deduct any amount from the amount due on any Supplier invoice or statement. The Customer shall not make any claim on the Supplier if any amounts are outstanding from the Customer to the Supplier. The Customer is not entitled to set off any amounts against its outstanding debts to the Supplier.
4 EVIDENCE OF MONIES PAYABLE
4.1 A statement in writing signed by any director, secretary, administration manager or credit manager of the Supplier stating the balance of the monies due to the Supplier by the Customer shall be prima facie evidence of the amount of indebtedness of the Customer to the Supplier at the date of that statement.
5 CREDIT LIMIT
5.1 Any credit limit is solely for the benefit of the Supplier. The obligation of the Customer under these terms and conditions remain unchanged if the credit limit is exceeded or not specified at any time.
6.1 If there is any default by the Customer in making due payment to the Supplier of any monies owing by the Customer, or if an administrator, liquidator or provisional liquidator or receiver and manager or controller is appointed in respect of the Customer or the Customer goes into bankruptcy or commits any act of bankruptcy, or if there is a breach by the Customer of any of these terms and conditions then:-
6.1.1 All monies payable by the Customer to the Supplier shall at the Supplier’s election become immediately due and payable notwithstanding that the due date for payment of any of the monies shall not have expired;
7.1 In the event that the whole or any part or parts of any clause in these terms and conditions is found to be unenforceable by a Court then such clause or part thereof shall be to that extent severed from these terms and conditions without effect to the validity and enforceability of the remainder of these terms and conditions.
8.1 These terms and conditions shall be governed by and construed in accordance with the laws of the State of Queensland. The parties submit to the exclusive jurisdiction of the Courts in Brisbane.
8.2 The parties agree that proceedings may be commenced in any Court in Brisbane and consent to that Court having jurisdiction by virtue of this clause notwithstanding that the Court would not have such jurisdiction without this consent.
9.1 Notice required to be given by the Customer to the Supplier pursuant to these terms and conditions may be delivered personally or sent by post to the credit manager of the Supplier at the Supplier’s postal address at PO BOX 3687, MT OMMANEY QLD 4074 and unless contrary is proved shall be taken as delivered when received by the Supplier. Notice to be given to the Customer by the Supplier may be delivered personally or sent by post to the Customer’s last known address and shall be taken as delivered on the 5th business day following posting by ordinary post.
9.2 The Supplier’s invoices and statements are deemed to be received by the Customer on the 5th business day after posting by ordinary post or at the time of sending if sent by email.
10.1 In this clause the expressions “GST”, “input tax credit”, “tax invoice”, “recipient” and “taxable supply” have the meanings given to those expressions in the New Tax System, (Goods and Services Tax) Act 1999.
10.2 With the exception of any amount payable under this clause 10, unless otherwise expressly stated all amounts stated to be payable by the Customer under these terms and conditions are exclusive of GST.
10.3 If GST is imposed on any supply made under or in accordance with these terms and conditions, the recipient of the taxable supply must pay to the Supplier an additional amount equal to the GST payable on or for the taxable supply. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with this document, subject to the provision of a tax invoice.
11 TRUST AND TRUSTEES
11.1.1 The Customer agrees to produce a stamped copy of the trust deed (including all amendments) with these terms and conditions and also at any time in the future when requested by the Supplier in writing.
11.1.2 The Customer warrants that it has full power and authority to enter into these terms and conditions on behalf of the trust and that it shall be bound by the terms of these terms and conditions both personally and as trustee.
12 FORCE MAJEURE
12.1 The Supplier shall not be liable for any delay or for the consequences of any delay in performing or failure to perform any of its obligations under these terms and conditions if such delay is due in full or in part to any cause whatsoever beyond its reasonable control. Such delay or failure shall not constitute a breach of these terms and conditions and the Supplier shall be entitled at its option to either extend the time for delivery or performance for a reasonable period or to determine the contract without any recourse by the Customer to any claim for damages.
13.1 Where the Supplier quotes for supply of Goods or Services to the Customer, the quotation is open for acceptance for 60 days unless a different period is stated in the quotation, after which the quotation becomes void.
15.3.2 the Goods referred to in a notice are used or damaged after delivery.
18.1 The Supplier will accept cancellations and changes to orders up to 24 hours after the making of the order.
18.2 Following this time, and unless otherwise agreed by the Supplier or stated in these terms and conditions, the Supplier is not bound to accept cancellation or variation of an order or the return of Goods from the Customer. All cancellations and variations of orders are at the Supplier’s discretion.
from the date of delivery and subject to the terms and conditions listed in the warranty. The benefits given to the Customer by this warranty are in addition to other rights and remedies of a Customer under a law in relation to the Goods to which this warranty relates.
The Supplier is not liable for consequential damages, economic loss or loss of profits whether direct, indirect, general, special.
20.1.2 The Customer has read and understood the Privacy Act 1988 (Cth) Statement and Authority which is attached to these terms and conditions;
20.1.3 The Privacy Act 1988 (Cth) Statement and Authority is incorporated into and forms part of these terms and conditions.
20.1.4 For the purpose of assessing whether to accept the Customer for credit that the Supplier may obtain from a credit reporting agency a credit report containing information about the Customer.
Our Goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure