Terms and Conditions of Sale

VERSION
Version 2.1

EFFECTIVE
Effective from 21 DECEMBER 2013

 

1.    GENERAL TERMS

1.1    Definitions:
1.1.1    “Aussie Magnets”, “Company”, “we”, “us”, or “our” refers to The Aussie Magnet Company Pty Ltd (as trustee for the Narrick Family Trust), 4 Cromwell Street,  Burwood VIC 3125, Australia, ABN 78 594 600 116., its agents and employees.
1.1.2    “Customer”, “Applicant”, “client”, “you”, or “your” refers to the company, partnership, individual or sole trader entering into this agreement.

1.2    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.

1.3    Jurisdiction & Dispute Resolution:
1.3.1    The legal jurisdiction of this agreement resides within the State of Victoria (Australia).
1.3.2    If any provision of the 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 the Terms & Conditions of Sale, which shall remain in full force and effect.
1.3.3    Any claim, dispute, or controversy brought against us by you shall be resolved exclusively and finally by binding arbitration, under the Commercial Arbitration Act 1984 (VIC).
1.3.4    Arbitration will be conducted before a single arbitrator, and will be limited solely to the dispute or controversy between you and us. The arbitration shall be held in a mutually agreed upon location in person or by telephone.

1.4    Acceptance of the Contract:
1.4.1    All orders are bound by the Terms & Conditions of Sale.
1.4.2    Should you submit an order to us, the Terms & Conditions of Sale will be deemed accepted by you upon receipt of that order by us.
1.4.3    You acknowledge and agree that these Terms & Conditions of Sale shall be enforceable against you, without regard to whether or not you have executed and delivered this document to us.
1.4.4    The Terms & Conditions of Sale shall be a continuing agreement, and shall apply to the exclusion of all others, including your terms and conditions (whether on your form or otherwise). You acknowledge that these Terms & Conditions of Sale embody the whole agreement between the parties and agrees to be bound by them.

1.5    Contract Termination:
1.5.1    We reserve the right to delay or reject a trade credit application at our sole discretion.
1.5.2    We may suspend or terminate credit, or cancel any order, at any time without notice at our sole discretion.
1.5.3    In the event of contract termination, you will remain liable to repay any outstanding monies owing, including fees described in s3.2 ‘Recovery of Unpaid Monies’ of this agreement.

1.6    Changes to the Contract:
1.6.1    From time to time we may update or amend these Terms & Conditions of Sale.
1.6.2    It is your responsibility to ensure you are aware of the Terms & Conditions of Sale in force at the time of ordering.
1.6.3    We will make reasonable efforts to notify you of any updates or amendments we make to the Terms & Conditions of Sale. Such notification may be communicated via phone, fax, email, written or verbally, and we will also publish the updated Terms & Conditions of Sale on our website.
1.6.4    Upon written request, you may obtain a copy of the current Terms & Conditions of Sale contract from us, or via our website (‘aussiemagnets.com.au/terms’).

1.7    Copyright:
1.7.1    Materials provided by us on our 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.
1.7.2    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 us. Note, a work does not have to be published or bear the copyright notice to be protected under copyright law.
1.7.3    Non-commercial academic parties (schools, charities and established learning institutes) may use our materials for educational purposes only, provided that the material is not adapted or altered in any way, and is prominently & appropriately attributed to us (including our company name and website ‘aussiemagnets.com.au’).

1.8    Product Specifications & Advice:
1.8.1    We will take reasonable care and diligence to ensure the correctness of product specifications published, however these are general approximations only and may vary.
1.8.2    You acknowledge that product specifications are based on various assumptions and mathematical calculations, and may differ when utilised in particular environments and applications. It is your responsibility to undertake your own independent tests and examinations of the products prior to purchasing, so as to ascertain actual specifications.
1.8.3    We will not be liable to you for any variance between published specifications and actual specifications, and no warranties or representations of any nature whatsoever are given or intended.
1.8.4    We do not provide product design engineering services. Any recommendations given are general advice only (based on our considered estimations), and must not be relied upon. You must conduct your own independent investigations to ensure the appropriateness of any product in your application.

1.9    Safety & Handling:
1.9.1    Prior to purchase, you must ensure that you understand the special properties & inherent nature of magnetic products, and be familiar with appropriate safety & handling information.
1.9.2    We will make safety and handling information available online (‘aussiemagnets.com.au/helpcentre’), and can also be supply this information to you directly upon written request.
1.9.3    You acknowledge that some static magnets are highly fragile, and may be damaged easily. To mitigate product damage and prevent injury, you understand and expressly agree that you 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.    Carelessly clicking magnet against magnet, or against metal,
h.    Other environments likely to cause damage to the products.
Subjecting products to the above, or storing, handling or operating magnets contrary to operating guidelines will immediately and entirely void all warranties.
1.9.4    You shall not hold us accountable for any 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 us in any form are understood to be correct at the time of supply, but are subject to change without notice. We will not be liable to you 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    Due to fluctuating raw material pricing, any quotation given by us to you is for guidance only, and is subject to change without notice. All pricing quotes are non-binding, irrespective of an asserted validity timeframe (written or otherwise).
2.2.2    Any pricing quoted will only be deemed secured by you (up to a maximum of 7 days) with our express authorization, and upon payment of a non-refundable deposit to be calculated by us.

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 us to you and shall be paid by you.


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 you where a trade credit account has been expressly approved by us, following the submission of a trade credit application form.
3.1.2    Payment shall be made in full no later than the due date specified by us, or 30 net days from the date of the invoice (whichever date falls sooner).
3.1.3    Where applicable, you agree to maintain your trade credit account in good standing. We may withhold future orders in the case that prior invoices are unpaid and overdue.
3.1.4    We may request pre-payment on any order placed by you at our discretion.
3.1.5    Orders for custom-produced goods must be secured with a deposit, at a rate to be determined by the Company (ordinarily between 50% to 100% of the total invoice value). Any deposit received by us from you 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:
You agree to pay us 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    You may submit orders on your 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 your form.
3.3.3    We will not be bound by any terms or conditions appearing on your purchase order forms or elsewhere.
3.3.4    Where you submit a purchase order form, we will endeavor to interpret the form and supply correct goods. We shall not be held liable in any way for supplying incorrect goods as a result of unclear, erroneous or incomplete purchase order forms. Under these circumstances, you will be solely responsible for any and all costs associated with rectifying the order.

3.4    Cancellation:
Orders placed with us cannot be subsequently cancelled without our written approval. In the event that we accept cancellation of an order, we shall be entitled (at our discretion) to charge a reasonable fee for any work done on your behalf to the date of the cancellation; including a fee for the processing and acceptance of your 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, we may charge you an additional late-payment fee (at our discretion). The calculated fee shall not exceed 10.0% of the invoice total value, and that amount shall remain payable to us.
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 your account may also be included in any recovery action taken by us.


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 us 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 you agrees to purchase products from us, 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, you may return the item to us for testing. If the item fails our quality tests, you may have the option of a repair, replacement or full refund.
4.2.2    No returns will be accepted by us 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.
4.2.4    Freight on authorised returns is your responsibility. All returned goods remain your responsibility until physically received by us at our premises.
4.2.5    We reserve the right to reject any refund claim at our discretion, except as required by law.
4.2.6    An administrative re-stocking surcharge may apply, to be calculated by us at our sole discretion.
4.2.7    Pursuant to Section 5.3 ‘Claims’, all claims for shortages, loss or damage must be made by you in writing to us within 5 business days of receipt of the goods.


5.    DELIVERY

5.1    Charges:
We will deliver goods to you, and you will be responsible for payment of any delivery costs incurred. Delivery costs may include any applicable import duties, external tariffs/levies, customs processing costs, and carrier surcharges.

5.2    Timescales:
In the event that you specify a delivery date, we will make reasonable endeavors to comply with your request. We will not be liable for any loss or damage of any kind whatsoever in the event that we aren’t able to comply with your request to deliver at a certain time or date. You agree that you will not make any claim against us for any loss or damage incurred as a result of late delivery, and you will remain liable to us for payment of the order.

5.3    Claims:
All claims for shortages, loss or damage must be made by you in writing to us within 5 business days of receipt of the goods.


6.    INFORMATION & PRIVACY

6.1    Privacy Policy:
6.1.1    We will take measures to protect the security, integrity and privacy of your personal data, and to 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, 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 & credit card information,
c.    Feedback & details received in surveys, competitions & questionnaires, and
d.    Information captured in website authentication and tracking logs.
6.1.3    We will utilise security measures to prevent the loss, misuse, and alteration of the information under its control. Financial information you submit via our online purchasing system is protected by 256bit SSL encryption during transmission.
6.1.4    We will not disclose, sell, distribute, rent, license, share or pass your information on to any third parties, other than those who are directly contracted to us (except where we are obliged by law to make such a disclosure).
6.1.5    Authentication and tracking logs will be used to produce usage statistics. This information does not contain any personally identifiable information. We reserve the right to have logs and databases analysed by external service providers, in which case we will take steps to protect the security, integrity and privacy of the data.
6.1.6    This data will be used by us to provide you with the services and products you have ordered or expressed interest in. Where you have given us consent, we may also use it to notify you of new services/products, as well as our changes/news/activities/promotions.
6.1.7    You will not hold us liable for any loss or damage you may incur as a result of the unintentional disclosure of personal data.

6.2    Customer Details:
Where applicable, you agree to notify us in writing of any later changes to the details provided in your trade credit application following its approval. You indemnify us against any loss or damage incurred as a result of your failure to notify us of any such change.

6.3    Change of Ownership Information:
You agree to notify us in writing of any change in your ownership information within 7 days from the date of such change, and indemnify us against any loss, damage or costs incurred as a result of your failure to notify us of any such change.


7.    RETENTION OF TITLE

7.1    Title of Goods:
Title to any goods sold by us to you shall not pass to you until you have paid for the goods in full, and all other monies outstanding under any other sales are also paid in full.

7.2    Risk:
Risk of loss / damage to the goods passes to you upon despatch of the goods by us. Until payment of the full purchase price, or of all monies outstanding, you are to insure the items or goods against all risk. Any claim in respect of loss, damage or destruction of the items or goods is assigned to us.

7.3    Indemnity:
Where title has not yet passed from us to you, you indemnify us against any loss or damage to the goods howsoever caused.

7.4    Disclosure of Information:
Where title has not yet passed from us to you, then you shall on request disclose to us any relevant information regarding the items or goods, and any subsequent sale or disposal of them by you.

7.5    Recovery of Goods:
7.5.1    In the event that you:
a.    fail to pay for the goods as and when due,
b.    breach any of the conditions of the Terms & Conditions of Sale,
c.    commit an act of bankruptcy (or become bankrupt),
d.    have a receiver appointed to you,
e.    are placed into liquidation,
f.    enter into a scheme of arrangement with your creditors,
g.    have execution issued against your property, and the execution is returned unsatisfied, or
h.    are insolvent,
We may retake possession of any of its items or goods which have been supplied to you and for which payment has not been received by us.
7.5.2    We may enter any premises belonging to- or occupied by- you for the purpose of retaking possession of goods, and you hereby grant unobstructed rights of entry to us for this purpose.
7.5.3    You indemnify us, and our servants, agents, representatives and employees in relation to any loss, expense, travel, legal fees, disbursement, costs, or damage occurring as a result of retaking possession of said goods.