Terms and Conditions of Sale

PLEASE READ THIS AGREEMENT CAREFULLY
Version 1.8 - Effective 2 SEPT 2011

1. GENERAL TERMS
 
1.1  Definitions:
1.1.1      “Aussie Magnets” or “Company” refers to The Aussie Magnet Company Pty Ltd (as trustee for the Masterman Family Trust)  4 Cromwell Street,  Burwood VIC 3125,  Australia,  ABN 74 164 654 144.
1.1.2      “Customer”, “client” or “you” refers to the company, partnership, individual or sole trader entering into this agreement.
 
1.2  Acceptance of the Contract:
1.2.1      All orders are bound by the Terms & Conditions of Sale.
1.2.2      Should the Customer submit an order to the Company, the Terms & Conditions of Sale will be deemed accepted by the Customer upon receipt of that order by the Company.
1.2.3      The Customer acknowledges and agrees that these Terms & Conditions of Sale shall be enforceable against the Customer, without regard to whether or not the Customer has executed and delivered this document to the Company.
1.2.4      These Terms and Conditions shall apply to the exclusion of all others, including the terms and conditions of the Customer (whether on the Customer’s form or otherwise). The Customer acknowledges that these Terms and Conditions embody the whole agreement between the parties and agrees to be bound by them.
 
1.3  Contract Termination:
1.3.1      The Company reserves the right to delay or reject a trade credit application at its sole discretion.
1.3.2      The Company may suspend or terminate credit, or cancel any order, at any time without notice at its sole discretion.
1.3.3      Upon contract termination, the Customer will remain liable to repay any outstanding monies owing, including fees described in s3.2 ‘Recovery of Unpaid Monies’ of this agreement.
 
1.4  Changes to Terms & Conditions:
1.4.1      From time to time the Company may update or amend the Terms & Conditions of Sale.
1.4.2      It is the responsibility of the Customer to ensure they are aware of the current Terms & Conditions of Sale in force at the time of ordering; the Company will not be responsible for individually notifying the Customer of each amendment.
1.4.3      The Customer has the right to cancel their own trade credit allowance (if applicable) without penalty if it does not accept the changes to the contract, although it is still bound to repay any outstanding monies owing.
1.4.4      The current Terms & Conditions of Sale contract is available from Aussie Magnets upon request, or can be found on the company website (‘aussiemagnets.com.au/accounts’).
 
1.5  Jurisdiction & Dispute Resolution:
1.5.1      The legal jurisdiction of this agreement resides in the State of Victoria (Australia).
1.5.2      If any provision of these Terms & Conditions of Sale is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms & Conditions of Sale, which shall remain in full force and effect.
1.5.3      Any claim, dispute, or controversy brought against the Company by the Customer shall be resolved exclusively and finally by binding arbitration, under the Commercial Arbitration Act 1984 (VIC). The arbitration will be conducted before a single arbitrator, and will be limited solely to the dispute or controversy between Customer and the Company. The arbitration shall be held in a mutually agreed upon location in person or by telephone.
 
1.6  Copyright:
1.6.1      Materials provided by the Company on its website or elsewhere, including pages, documents and graphics, are protected by copyright law and are the property of the Company, under the Copyright Act 1968.
1.6.2      No material may be reproduced, re-used or redistributed for any commercial purposes whatsoever, or distributed to a third party for such purpose, without prior written permission from the Company. Note, a work does not have to be published or bear the copyright notice to be protected under copyright law.
1.6.3      Non-commercial academic parties (schools, charities and established learning institutes) may use Company materials for educational purposes only, provided that the material is not adapted or altered in any way, and is prominently & appropriately attributed to the Company (including the name and website ‘aussiemagnets.com.au’).
 
1.7  Contract Headings:
The headings and sub-headings of the sections contained in this agreement are for convenience only, and shall not be deemed to control or affect the meaning or construction of any provision of this agreement.
 
1.8  Product Specifications & Recommendations:
1.8.1      Utmost care and diligence is given to ensure the correctness of product specifications published, however these are general approximations only and may vary.
1.8.2      The Customer acknowledges that product specifications are based on various assumptions and mathematical calculations, and may differ when utilised in particular environments and applications. It is the responsibility of the Customer to undertake their own independent tests and examinations of the products prior to purchasing, so as to ascertain actual specifications.
1.8.3      The Company will be in no way liable to the Customer for any variance in published specifications and actual specifications, and no warranties or representations of any nature whatsoever are given or intended.
1.8.4      The Company does not provide product design engineering services. Any recommendations given are general advice only (based on our considered estimations), and must not be relied upon. Customers must conduct their own independent investigations to ensure the appropriateness of any product in their application.
 
1.9  Important Safety & Handling Information:
1.9.1      Prior to purchase, the Customer must ensure they understand the properties & inherent nature of magnetic products and make themselves familiar with appropriate safety & handling information. Safety and handling information can be made available to the Customer by the Company upon written request.
1.9.2      The Customer acknowledges that static magnets are brittle and may damage easily. To mitigate product damage and prevent injury, the Customer understands and expressly agrees that they will not subject the goods to:
a. Mechanical/kinetic shock,
b. Moisture,
c. Temperatures outside the operating threshold,
d. Demagnetizing fields,
e. Machine tooling,
f. Electrical current,
g. Clicking magnet against magnet, or against metal, or
h. Other environments likely to cause damage to the magnets.
Storing, handling or operating magnets contrary to the above will immediately and entirely void all warranties.
1.9.3      The Customer shall hold harmless the Company and its employees from any liability arising from damage or injury caused by the incorrect, careless or inappropriate use of magnetic products.
 
 
2. PRICING & QUOTATIONS
 
2.1  Price Changes:
All prices quoted by Aussie Magnets in any form are believed to be correct at the time of supply, but are subject to change without notice. The Company will not be liable to the Customer for any change in price, and may supply orders based on the price in force at the time of supply.
 
2.2  Quotations:
2.2.1      Any quotation given by the Company to the Customer is for pricing guidance only, and is subject to change without notice. All quotes are entirely non-binding, irrespective of any asserted validity timeframe (written or otherwise).
2.2.2      Any pricing quoted will only be deemed secured by the Customer (up to a maximum of 7 days) with the express authorization of the Company, and upon payment of a non-refundable deposit to be calculated by the Company.
 
2.3  GST and other taxes:
All prices are quoted inclusive of any applicable Australian Goods & Services Tax (‘GST’) in force at the time of supply, unless stated otherwise. All charges and purchase costs that are, or will be, subject to a Goods and Services Tax (or any other state or federal taxes) shall be passed on by Aussie Magnets to the Customer and shall be paid by the Customer.
 
 
3. ORDERING & PAYMENT TERMS
 
3.1  Payment Terms:
3.1.1      Prepayment is required on all orders prior to despatch. Credit terms will only be offered to Customers with an expressly approved trade credit account.
3.1.2      Payment shall be made in full no later than the due date specified by the Company, or 30 net days from the date of the invoice (whichever date falls sooner).
3.1.3      The Customer agrees to maintain their account in good standing. Aussie Magnets may withhold future orders in the case that prior invoices are unpaid and overdue.
3.1.4      Aussie Magnets may request pre-payment on any order placed by the Customer at the Company’s discretion.
3.1.5      Orders for custom-produced goods are required to be secured with a deposit, at a rate to be determined by the Company (ordinarily 50% of the total invoice value). Any deposit received from the customer will only be returned under the provisions of s3.4 ‘Cancellation’.
3.1.6      Online orders placed by international Customers located outside Australia may attract a 10% handling levy.
 
3.2  Recovery of Unpaid Monies:
The Customer agrees to pay any and all costs, fees, interest charges and expenses- inclusive of commissions, legal expenses and disbursements- incurred in obtaining or attempting to obtain payment of any overdue account.
 
3.3  Customer Purchase Order Forms:
3.3.1      Customers may submit orders on their own forms, provided that the form is laid out in a way that it can clearly be identified as a purchase order.
3.3.2      Pursuant to s2.1 ‘Price Changes’, goods will be charged based on the price in force at the time of supply, regardless of what pricing appears on the Customers form.
3.3.3      The Company will not be bound by any terms or conditions appearing on the Customer’s purchase order forms or elsewhere.
3.3.4      Where a purchase order form is submitted by the Customer, the Company will endeavor to interpret the form and supply correct goods. The Company shall not be held liable in any way for supplying incorrect goods as a result of unclear, erroneous or incomplete purchase order forms. Any and all costs associated with rectifying the order will be the sole responsibility of the Customer.
 
3.4  Cancellation:
Orders placed with the Company cannot be cancelled without the approval of the Company. In the event that the Company accepts cancellation of any order placed with it, it shall be entitled (at its discretion) to charge a reasonable fee for any work done on behalf of the Customer to the date of the cancellation; including a fee for the processing and acceptance of the Customer’s order and request for cancellation.
 
3.5  Late Payment Charge:
3.5.1      In the event that an invoice is not settled by the due date specified, an additional late-payment fee may be charged by the Company (at its discretion) to the Customer’s account. The calculated fee shall not exceed 10.0% of the invoice total value, and shall remain payable by the Customer to the Company.
3.5.2      The late-payment charge applied shall not influence or diminish any other provisions set out in this agreement.
3.5.3      Pursuant to Section 3.2 ‘Recovery of Unpaid Monies’ of this agreement, all unpaid fees remaining on the Customer’s account may also be included in any recovery action taken by the Company.
 
 
4. WARRANTY & RETURNS
 
4.1  Warranty Policy:
4.1.1      All warranties- whether express or implied, and whether statutory or otherwise- with regard to the goods supplied by the Company as to quality, fitness for purpose, or any other matter are hereby excluded except so far as any such warranties are incapable of exclusion at law.
4.1.2      This agreement contains all the terms and conditions under which the Customer agrees to purchase products from the Company, and any express or implied condition, statement or warranty (statutory or otherwise) not stated herein is hereby excluded.
4.1.3      Pursuant to Section 1.9 ‘Important Safety & Handling Information’, storing, handling or operating the products contrary to prescribed methods will void all statutory warranties immediately and entirely.
 
4.2  Return/Refund of Orders:
4.2.1      In the unlikely event that a product is faulty, the Customer may return the item to the Company for testing. If the item fails the Company’s quality tests, the Customer may have the option of a repair, replacement or full refund.
4.2.2      No returns will be accepted by the Company unless expressly authorised in writing.
4.2.3      All goods must be returned in original factory condition with all packaging, promotional items, wrapping, bags, boxes etc. unopened. All shop price tags must be removed before returning any goods.
4.2.4      Freight on authorised returns is the responsibility of the Customer. All returned goods remain the responsibility of the Customer until physically received by the Company at their premises.
4.2.5      The Company reserves the right to reject any refund claim at its discretion, except as required by law.
4.2.6      An administrative re-stocking surcharge may apply, to be calculated by the Company at its sole discretion.
 
 
5. DELIVERY
 
5.1  Charges:
Goods will be delivered by the Company to the Customer, and the Customer will be responsible for payment of any delivery costs incurred. Delivery costs may also include any applicable import duties, external tariffs/levies, customs processing costs, and carrier surcharges.
 
5.2  Timescales:
In the event that a delivery date is specified by the Customer the Company shall use its best endeavors to comply with the Customer’s request. In no circumstances will the Company be liable for any loss or damage of any kind whatsoever in the event that it is not able to comply with the Customer’s request for delivery at a certain time. The Customer acknowledges and agrees that it will not make any claim against the Company for any loss or damage incurred as a result of late delivery.
 
5.3  Claims:
All claims for shortages, loss or damage must be made by the Customer within 5 business days of receipt of the goods.
 
 
6. INFORMATION & PRIVACY
 
6.1  Privacy Policy:
6.1.1      The Company will ensure the security, integrity and privacy of Customer’s personal data to the best of its ability, and comply with relevant privacy legislation.
6.1.2      By using our site, and by purchasing or registering for any of our services or products, you accept that personal data will be gathered and stored in our databases.
For example, the personal data collected may include:
a. Contact details you provide us via our forms, e.g. name,  email address, ordering/billing information, postal addresses,
b. Payment details, e.g. banking and credit card information,
c. Feedback & details received in surveys, competitions & questionnaires, and
d. Information captured in website authentication and tracking logs.

 
6.1.3      The Company website will utilise security measures to prevent the loss, misuse, and alteration of the information under its control. Financial information submitted via the online purchasing system is protected by 256bit SSL encryption during transmission.
6.1.4      The Company will not disclose, sell, distribute, rent, license, share or pass that information on to any third parties, other than those who are directly contracted to Aussie Magnets (except where it is obliged to do so by law).
6.1.5      Authentication and tracking logs will be used to produce usage statistics. This information does not contain any personally identifiable information. The Company reserves the right to have logs and databases analysed by external service providers, in which case every effort will be made to protect the security, integrity and privacy of the data.
6.1.6      This data will be used by the Company to provide you with the services and products you have ordered. Where consent has been given, the Company may also occasionally use it to notify Customers of new services/products, as well as changes/activities within the Company.
6.1.7      The Customer will not hold the Company liable for any loss or damage it may incur as a result of the disclosure of personal data.
 
6.2  Customer Details:
The Customer agrees to notify the Company in writing of any later changes to the details provided in this application following its approval. The Customer indemnifies the Company against any loss or damage incurred by it as a result of the Customer’s failure to notify the Company of any such change.
 
6.3  Change of Ownership Information:
The Customer agrees to notify the Company in writing of any change in ownership information of the Customer within 7 days from the date of such change, and indemnifies the Company against any loss or damage incurred by it as a result of the Customer’s failure to notify the Company of any such change.
 
 
7. RETENTION OF TITLE
 
7.1  Title of Goods:
Title to any items or goods sold by the Company to the Customer shall not pass to the Customer until the Customer has paid for the items or goods in full, and all other monies outstanding under any other sale is also paid in full.
 
7.2  Risk:
Risk of loss or damage to the items or goods passes to the Customer upon delivery. Until payment of the full purchase price, or of all monies outstanding, the Customer is to insure the items or goods against all risk. Any claim in respect of loss, damage or destruction of the items or goods is hereby assigned to the Company.
 
7.3  Indemnity:
The Customer hereby indemnifies the Company against any loss or damage to the items/goods howsoever caused.
 
7.4  Disclosure of Information:
The Customer shall on request disclose to the Company any relevant information regarding the items or goods purchased from the Company and any sale of them by the Customer.
 
7.5  Recovery of Goods:
In the event that:
a. The Customer has failed to pay for the items or goods as and when due, or
b. The Customer has breached any of the conditions of the Contract, or
c. The Customer commits an act of bankruptcy or becomes bankrupt (individuals only), or
d. A Receiver is appointed to the Customer (companies only), or
e. The Customer is placed into liquidation (companies only), or
f. The Customer enters into a scheme of arrangement with its creditors, or
g. Execution is issued against the property of the Customer and is returned unsatisfied, or
h. The Customer is insolvent
...then the Company may retake possession of any of its items or goods which have been supplied to the Customer and for which payment has not been received by the Company.
 
The Company may enter any premises belonging to or occupied by the Customer for this purpose and the Customer hereby grants rights of entry to the Company for the purposes of retaking possession of its goods and indemnifies the Company, its servants, agents, representatives and employees and relation to any loss or damage occurring as a result of retaking possession of said goods.