TERMS AND CONDITIONS OF QUOTATION AND CONTRACT FOR SALE AND PURCHASE OF PRODUCTS AND DELIVERY OF SERVICES DATED 1 July 2025.
- All descriptions, quotations, proposals, offers, acknowledgements, acceptances, and sales of Australian Surfacing Supplies Pty Ltd ACN 607 649 566 (hereinafter referred to as Australian Surfacing Supplies) products are subject to and shall be governed exclusively by the terms and conditions stated in this document, all of which (where applicable) are called “the Contract”. No additional, different, or inconsistent terms shall become part of the Contract unless expressly accepted in writing by Australian Surfacing Supplies. The purchaser hereby acknowledges that no person acting on behalf of Australian Surfacing Supplies has authority to alter or waive these terms save as provided in these terms.
- Any quotation submitted to the purchaser by Australian Surfacing Supplies (“the quotation”) shall constitute an offer, which will remain open for acceptance for 30 days from the date of the quotation, unless withdrawn by Australian Surfacing Supplies prior to that date.
- The quotation is subject to confirmation on receipt of order and the Contract is contingent on Australian Surfacing Supplies ability to secure the goods and/or materials referred to in the quotation.
- The purchaser may request to modify the quantities and delivery date of the items or may request to cancel all or part of any order, however no such requested modification or cancellation shall become part of the Contract unless accepted by Australian Surfacing Supplies in a written amendment to these terms. Acceptance of any such requested modification or cancellation shall be at Australian Surfacing Supplies discretion and shall be upon such terms as Australian Surfacing Supplies may require.
- In the case of goods not expressed to be in stock, the time of delivery quoted is an estimate only and is based either upon the estimated time required to obtain from manufacturers and/or suppliers, or upon the estimated time required to obtain the necessary raw materials or component parts. When your goods are in stock, we will contact you to arrange collection.
- Australian Surfacing Supplies does not accept any responsibility for failure to deliver within the stated time as a result of strikes, lock out, industrial dispute, accident, fire, absence of or delay in transportation, embargo, act of God, Government requirement, shortage of material or labour, default of supplier or sub-contractor or other causes beyond its control but the purchaser shall be bound to accept and pay for any goods delivered late in any of the circumstances aforesaid.
- In the event of loss, damage or seizure of goods or materials whilst in the course of supply or in transit or during loading or unloading, Australian Surfacing Supplies accepts no responsibility to replace them at the price or according to the terms originally quoted or at all.
- Australian Surfacing Supplies warrants that the goods delivered to the purchaser shall correspond with the description set out on the face of the quotation or invoice and shall be of merchantable quality provided that Australian Surfacing Supplies liability for any breach of this warranty shall be limited as set out in Clause 10 and Clause 11 of these terms.
- Save as provided in Clause 8 and subject to Clause 25 no warranty or condition of any nature has been made or is to be implied or is collateral to the Contract whether as to fitness of the goods for any particular purpose, description, quality of the goods or otherwise.
- Australian Surfacing Supplies will never provide any technical advice or warranties as to the use of the goods at any time in connection with the Contract and at all time refers the purchaser to the specifications of the manufacturer for all goods supplied or to be supplied. Any advice given by Australian Surfacing Supplies is general in nature and should not be relied upon for the purpose of the use and installation of the goods.
- In the event of Australian Surfacing Supplies being under any liability by virtue of Clause 8 or by operation of Law its availability (subject to Clause 25) shall be limited: –
- In the case of non-performance of the Contract – to returning to the purchaser moneys paid by the purchaser to Australian Surfacing Supplies pursuant to the Contract;
- In any other case – to the cost of replacing that portion or item of the goods which is not in accordance with the Contract, a claim having been made in accordance with Clause 18 of these terms provided that in any event Australian Surfacing Supplies liability shall not exceed the amount of the purchase price.PROVIDED THAT and it is hereby expressly agreed Australian Surfacing Supplies shall not be liable for any damages, personal injury or consequential loss whatsoever or to whomsoever and, in particular, but without limiting the generality of the foregoing, Australian Surfacing Supplies shall not accept any liability for the consequences of the purchaser’s installation or use of the goods.
- Prices quoted are based on manufacturers and/or suppliers present prices to Australian Surfacing Supplies and also in the case of goods to be imported from overseas or procured from elsewhere in the Commonwealth on the prevailing custom tariff (classifications rates and bases of computation rates of exchange, freights, insurance premiums, shipping expenses, wharfage stacking charges, agency and attendance and cartage) and in the event of any increase in any such prices or rates either before or after Australian Surfacing Supplies receives the purchaser’s order an amount commensurate with the costs to Australian Surfacing Supplies arising from such increase shall be added to and form part of the purchase price and be payable by the purchaser accordingly. Conversely, any decrease in any such charges, duties or rates shall be deducted from the purchase price. The rate of exchange to be included in the purchase price for any of the equipment covered by the Contract will be the rate actually paid by Australian Surfacing Supplies when making settlement with the overseas supplier or buying agent. The foregoing shall not apply to goods which are the subject of price lists and orders accepted by Australian Surfacing Supplies for such goods will be invoiced at prices ruling at date of delivery. Australian Surfacing Supplies reserves the right to exercise its own discretion as to the time of incurring any liability or of making any payment for any of the goods to be supplied or rendered in connection with the Contract.
- Unless otherwise specifically stated in the quotation, all certifications and particulars of weight and dimensions stated in the quotation and in any other of Australian Surfacing Supplies literature are approximate only and where dimensions and weight are quoted in imperial measurements Australian Surfacing Supplies reserves the right to supply any convenient metric equivalent or vice versa.
- Prices quoted are subject to sales tax if applicable and to any tax imposed by State or Commonwealth Government upon the goods or services quoted or upon the sale distribution delivery or any feature thereof. All such taxes shall be payable by the purchaser and may be added to and treated as part of the purchase price by Australian Surfacing Supplies.
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- If GST is or becomes payable by Australian Surfacing Supplies for supply made under the Contract, the purchaser must pay Australian Surfacing Supplies an amount equal to the GST payable on that supply within 21 days of the supply or when payment for the supply is due and payable (whichever is sooner).
- Any default by the purchaser in paying the amount referred to in 15 A) above will be treated as a fundamental breach of the Contract and the Contract can be rescinded by Australian Surfacing Supplies or Australian Surfacing Supplies may demand payment of interest at the rate of 2% per annum above the Cash Rate Target set by the Reserve Bank of Australia as at the date of the Contract.
- Where a supply under the Contract results in Australian Surfacing Supplies being liable to pay GST, Australian Surfacing Supplies will deliver a tax invoice to the purchaser within 28 days of receiving a request from the purchaser for a tax invoice.
- Where a supply under the Contract results in Australian Surfacing Supplies being liable to pay a cost-based surcharge to its merchants for processing card payments, a surcharge of 2.2% will be applied to all transactions made using credit and debit cards. This surcharge is to cover the costs associated with processing these payment types and does not exceed our actual cost of acceptance. This surcharge complies with regulations set by the ACCC.
- Where there is an adjustment under A New Tax System (Goods and Services Tax) Act 1999, Australian Surfacing Supplies will deliver an adjustment note to the purchaser: –
- within 28 days of receiving a request from the purchaser for an adjustment note; or
- where a tax invoice has already been issued or requested, within 28 days of Australian Surfacing Supplies becoming aware of the adjustment whichever is earlier.
- If any goods are to be produced or installed in accordance with specifications, patterns, designs or information provided in whole or in part by the purchaser, the purchaser shall indemnify Australian Surfacing Supplies against all damages, costs and expenses payable or incurred by Australian Surfacing Supplies for alleged infringement of patents, copyright, design, trademark, trade secrets or other industrial or intellectual property rights, or passing off or misleading or deceptive conduct.
- Delivery may be made in one or more-part deliveries at different times. Each part delivery shall form a separate contract delivery and shall be accepted and paid for accordingly notwithstanding late delivery or non-delivery of any other part. Unless otherwise stated in the quotation, in the event of the purchaser failing to pay the amount claimed within fourteen days of invoice then without prejudice to any other remedy which Australian Surfacing Supplies may have it shall be entitled to treat the Contract as repudiated or entitled to claim interest at the rate of 2% per annum above the Cash Rate Target set by the Reserve Bank of Australia as at the date of the Contract.
- The purchaser is deemed to have accepted goods as being in accordance with the Contract unless the purchaser notifies Australian Surfacing Supplies within 7 days of invoice date or delivery of the goods, whichever is the later.
- Returns of goods shall not be accepted by Australian Surfacing Supplies unless prior written approval has been given by Australian Surfacing Supplies. All returns must show original invoice number. All returns shall be subject to reasonable handling charges as determined by Australian Surfacing Supplies. Freight is to be prepaid by the purchaser on all returns. Products not in their original form, condition and packaging are not returnable. No claims will be recognised unless made within 7 days of invoice date or delivery, whichever is the later.
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- Until payment has been received in full by Australian Surfacing Supplies for the goods delivered under the Contract: –
- Legal ownership of the goods remains with Australian Surfacing Supplies;
- Title to the goods only passes to the purchaser once Australian Surfacing Supplies receives all monies due on any account from the purchaser;
- Australian Surfacing Supplies reserves the right to enter the purchaser’s premises (or the premises of any associated company or agent where the goods are located) without liability for trespass or any resulting damage and the right to retake possession of the goods; and
- Retains the right to keep or re-sell any goods repossessed pursuant to 20 A) iii) above.
- The purchaser shall: –
- Store goods which have not been paid for separately;
- Keep separate records in relation to the proceeds of the sale of any goods which have not been paid for, bank the proceeds of any such sale into a separate account and immediately remit such funds for the credit of Australian Surfacing Supplies; and
- If any goods are used in manufacturing process or mixed with other materials, record the value of the goods so consumed in relation to each unit of finished product, and upon sale of any unit of finished product immediately remit that amount to Australian Surfacing Supplies upon receiving the proceeds of sale.
- The purchaser will hold the goods as fiduciary until Australian Surfacing Supplies has been paid in full for the goods delivered. During this time, the purchaser will hold the goods as bailee for Australian Surfacing Supplies but is authorised to sell or to use the goods in the ordinary course of business subject to the provisions above.
- In addition to the above Australian Surfacing Supplies remains the legal owner of all goods whether supplied now or at some earlier time and whether the earlier supplied goods have been paid until such time as these and all other sums owed by the purchaser to Australian Surfacing Supplies have been paid in their entirety.
- Notwithstanding the provisions above, the risk of the goods shall pass to the purchaser upon delivery.
- The parties agree that upon the receipt of the goods by the purchaser a Security Interest has been deemed to be granted pursuant to s12 of the Personal Property Security Register 2009 (PPSA) to secure the purchaser’s obligations to pay for or return the goods to Australian Surfacing Supplies. [Any capitalised terms herein have those meanings set out in the PPSA.]
- The purchaser agrees: –
- That the goods constitute a Security Agreement upon which a Security Interest arises under the PPSA in favour of Australian Surfacing Supplies;
- That in respect of goods previously supplied by Australian Surfacing Supplies to the purchaser Australian Surfacing Supplies holds a Security Interest in those goods in addition to goods subsequently supplied;
- Australian Surfacing Supplies can register its Security Interest on the PPSR Register;
- To provide to Australian Surfacing Supplies all and any documents Australian Surfacing Supplies requires to enable Australian Surfacing Supplies to effect its Security Interest;
- Not to register a Financing Charge Statement or an amendment demand without prior written consent of Australian Surfacing Supplies;
- Provide Australian Surfacing Supplies with not less than fourteen (14) days written notice of any change of the purchaser’s name or business details previously provided;
- Pay all costs of registration and maintaining Security Interests as permitted by PPSA;
- Reimburse Australian Surfacing Supplies on an indemnity basis in obtaining an Order under s182 PPSA;
- Where Australian Surfacing Supplies has rights under the Contract in addition to those in Chapter 4 PPSA those rights will continue and not be limited by s125 PPSA;
- To the extent permitted by law the purchaser will waive rights to: –
- Receive notice of removal of accession under s95 PPSA and not to have goods damaged where Australian Surfacing Supplies removes accession;
- Reinstatement of the Security Agreement pursuant to s143 PPSA;
- Receive notice required under PPSA including but not limited to a Notice of Retention or a Notice of Disposal of a Statement of Account on enforcement of Security Interest in accordance with s155 PPSA;
- Receive a Verification Statement in respect of a Financing Statement relating to a Security Interest pursuant to s157 PPSA.
- To enable Australian Surfacing Supplies to assess the purchaser’s application for credit, the purchaser authorises Australian Surfacing Supplies: –
- To obtain from a credit reporting agency a consumer or commercial credit report containing personal information about the purchaser and its guarantors pursuant to Section 18K(1) of the Privacy Act, and
- To obtain a report from a credit reporting agency and other information in relation to the purchaser’s commercial credit activities, and
- To give a credit reporting agency information including identity particulars and application details.AND in accordance with Section 18N(1) of the Privacy Act the purchaser authorises Australian Surfacing Supplies to give to and obtain from any credit provider named in a credit report issued by a credit reporting agency information about the purchaser’s credit arrangements. The purchaser understands that this information can include any information about its credit worthiness, credit standing credit history or credit capacity that credit providers are allowed to give or receive from each other under the Privacy Act. The purchaser understands that information can be used for the purposes of assessing its application for credit Section 18L(4) Privacy Act), assisting it to avoid defaulting on its credit providers and credit reporting agencies of a default by it under these Terms.
- Unless Australian Surfacing Supplies have previously extended credit terms to the purchaser, the terms of payment for the supply of goods shall be strictly cash on delivery. Interest at the rate of 2% per annum above the Cash Rate Target set by the Reserve Bank of Australia as at the date of the Contract shall be charged on all outstanding amounts.
- If the purchaser makes default in any payment, commits an act of bankruptcy or enters into liquidation Australian Surfacing Supplies may at its option without further deliveries cancel the Contract without prejudice to its rights thereunder.
- Failure by Australian Surfacing Supplies to insist upon strict performance of any of these terms shall not be deemed a waiver of these terms or of any rights Australian Surfacing Supplies may have, nor shall any express waiver be deemed to be a waiver of any subsequent breach of these terms.
- Subject to Clause 26 no conditions or warranties expressed or implied by law and no representations or statements are binding on Australian Surfacing Supplies unless set out in the Contract.
- The terms of the Contract are intended only to exclude warranties and conditions under the Competition and Consumer Act 2010 or any other Act of the Commonwealth or of a State or Territory to the extent permitted by law.
- The Contract shall be subject to and construed in accordance with the laws of the State of South Australia. The parties submit to the exclusive jurisdiction of the Courts of the State of South Australia.