Standard Terms and Conditions of Sale


Glass & Door Systems Pty Ltd A.C.N. 068 323 679 atf the Kilkenny Family Trust trading as Glass Machinery Imports and Glass Imports (AUST) (“Glass Machinery Imports” or “Our”).
Postal address: Unit 4, 18 Blanck Street Ormeau QLD 4208
Contact: + 61 418 990 969 or garry@glassimports.com.au



1) ORDERS:
No order for Glass Machinery Imports’ goods (“Goods”) shall be binding upon Glass Machinery Imports until accepted in writing by Glass Machinery Imports. All orders shall be subject to credit screening and approval and also subject to these Standard Terms and Conditions of Sale (“Terms and Conditions”). Glass Machinery Imports’ acceptance shall be conditional on the Purchaser (or “You”) assenting to these complete and unaltered Terms and Conditions, which assent shall be deemed given unless Purchaser notifies Glass Machinery Imports in writing to the contrary before Glass Machinery Imports gives to Purchaser written confirmation of such order.

No provision of Glass Machinery Imports’ Terms and Conditions shall be subject to change in any manner except as agreed to in writing by a duly authorised officer of Glass Machinery Imports. These Terms and Conditions apply to all transactions between Glass Machinery Imports and the Purchaser, including all quotations, contracts and variations. These Terms and Conditions supersede any and all other agreements or understandings, whether written or oral, that may exist between the parties.

These Terms and Conditions shall modify and supersede orders submitted on Purchaser’s forms, where such forms contain conflicting or inconsistent statements, clauses or conditions. Any such statements, clauses or conditions contained in any forms of the Purchaser shall not be effective or binding upon Glass Machinery Imports and the rights and liabilities of Glass Machinery Imports shall be determined solely by these Terms and Conditions. By accepting and consummating any such order, Glass Machinery Imports shall not be deemed to have in any way changed, diminished, enlarged, waived or modified its rights, remedies, liabilities or obligations as set out in these Terms and Conditions. If any provision of these Terms and Conditions is declared invalid or unenforceable, then such provision shall be severed from and shall not affect the remainder of these Terms and Conditions.

The Purchaser acknowledges that it is not purchasing the Goods for personal, domestic or household purposes.

2) PRICES: Glass Machinery Imports reserves the right to amend the prices of products without notice. Prices in effect at the time the order is accepted by Glass Machinery Imports shall apply, unless the order is made in conformity with a current written quotation given to the Purchaser by Glass Machinery Imports. Written quotations shall automatically expire 30 calendar days from the date of quotation unless otherwise specified in writing by Glass Machinery Imports. Any verbal quotation shall not be binding, unless confirmed in writing by Glass Machinery Imports. Prices do not include sales, excise, municipal, state, value-added, occupation, GST or any other Government taxes nor do they include charges for packing requirements of any Government or other Purchaser, unless expressly stipulated in writing by Glass Machinery Imports. Purchaser shall pay all import and export charges, assessments, tariffs, customs duties, clearances, fees, and other customs and customs-related charges, including but not limited to broker’s fees, however designated.

Glass Machinery Imports reserves the right to revise prices of work in process, if the product or any part thereof is delayed for a period in excess of 30 days due to any action or inaction on the part of the Purchaser or if the scope of supply is changed by the Purchaser. Such amended details supersede any relevant prior detail in dealings between the parties.

Typographical and clerical errors in price quotations by Glass Machinery Imports or otherwise are subject to correction.

Glass Machinery Imports reserves the right to require the Purchaser to pay additional charges and/or costs incurred by Glass Machinery Imports as a result of reliance on inadequate or incorrect information provided by the Purchaser.

 

3) TERMS OF PAYMENT: The Purchaser must pay the amount of Glass Machinery Imports’ invoice within seven days of the invoice date unless otherwise specified by Glass Machinery Imports. Glass Machinery Imports reserves the right in its sole discretion to demand full or partial payment before proceeding with any order. All invoices are payable in Australian dollars, unless otherwise specified in writing by Glass Machinery Imports. If deliveries are delayed or deferred by Purchaser beyond the scheduled date, the Goods may thereafter, at Glass Machinery Imports’ option, be stored at the risk and expense of the Purchaser. Glass Machinery Imports may, in its sole discretion, apply any payment received from the Purchaser to any amount owing to Glass Machinery Imports by the Purchaser.

In the event that Glass Machinery Imports, in its sole discretion, places an account for collection or if any legal action is brought against Purchaser, Purchaser agrees to pay all of Glass Machinery Imports’ costs, including, but not limited to collection costs, internal costs and expenses, and legal fees on a solicitor and own party basis.

 

4) RISK OF LOSS: All orders for glass will be subject to the Purchaser accepting and making payment on a Bill of Lading prior to shipping of the glass. Immediately on the Purchaser’s acceptance of the Bill of Lading, the Purchaser assumes all risks of loss of and damage to glass.

In respect of all other orders, the Purchaser assumes all risks of loss and damage to Goods immediately on the earlier of:

  • actual or constructive delivery of the Goods to the Purchaser, its agent or as otherwise directed by the Purchaser;
  • the collection of the Goods from Glass Machinery Imports (or its agent or bailee) by the Purchaser’s agent, carrier or courier; or
  • if the delivery is delayed by the Purchaser, upon notification to the Purchaser that Glass Machinery Imports is prepared to deliver the Goods and that the Goods are being stored by Glass Machinery Imports at the Purchaser’s expense and risk.

 

5) TITLE: Property in Goods supplied to the Purchaser under these Terms and Conditions does not pass to the Purchaser until all money due and payable by the Purchaser to Glass Machinery Imports (including money owing in respect of other transactions between the parties) has been fully paid. Where Goods are supplied by Glass Machinery to the Purchaser without payment in full of all moneys payable in respect of the Goods and any services provided by Glass Machinery Imports in respect of those Goods, the Purchaser:

  • is a bailee of the Goods until property in them passes to the Purchaser;
  • irrevocably appoints Glass Machinery Imports as its attorney to do all acts and things necessary to ensure the retention of title to Goods including the registration of any security interest in favour of Glass Machinery Imports with respect to the Goods under applicable law;
  • must be able upon demand separate and identify as belonging to Glass Machinery Imports Goods supplied by Glass Machinery Imports from other Goods held by the Purchaser;
  • must not allow any person to have or to acquire any security interest in the Goods;
  • agrees that Glass Machinery Imports may repossess the Goods if payment is not made as required under these Terms and Conditions;
  • grants an irrevocable licence to Glass Machinery Imports (or its agents) to enter the Purchaser’s premises to recover possession of the Goods in accordance with these Terms and Conditions; and
  • agrees that Glass Machinery Imports has a right to register and perfect a personal property security interest.

Where Goods are supplied to the Purchaser without full payment of all moneys in respect of the Goods and any services provided by Glass Machinery Imports, and the Purchaser makes a new object from the Goods (whether finished or not), or mixes the Goods with other goods, or the Goods become part of other goods, (“New Goods”), the Purchaser agrees that ownership of the New Goods immediately passes to Glass Machinery Imports. The Purchaser will hold the New Goods on trust for Glass Machinery Imports until payment of all sums owing to it have been made. Glass Machinery Imports may require the New Goods to be stored in such a way that clearly shows the ownership of Glass Machinery Imports. For the avoidance of doubt, ownership passes to Glass Machinery Imports on the beginning of the operation or event by which the Goods are converted into, or mixed with, or become part of, other goods.

The Purchaser must not transfer, sell or dispose of Goods which are subject to this clause 5 (including New Goods) to a third party (including in the ordinary course of business) unless:

  • where the Purchaser is paid by a third party for the Goods and/or New Goods, the Purchaser holds the whole of the proceeds of the sale less any GST on trust and in a separate account for Glass Machinery Imports until all amounts owed to Glass Machinery Imports have been paid;
  • where the Purchaser is not paid by a third party, the Purchaser assigns all of its rights against the third party to Glass Machinery Imports on demand by Glass Machinery Imports and the Purchaser appoints Glass Machinery Imports as its attorney for the purpose of giving effect to that assignment.

The Purchaser agrees that, to the extent that the Personal Property Security Act 2009 (and any regulation made under that Act) (“PPS Law”) applies to these Terms and Conditions, Glass Machinery Imports may give notice to the Purchaser requiring the Purchaser to do anything (including amending or entering new Terms and Conditions) that is necessary in Glass Machinery Imports’ opinion to (to the maximum extent possible at law):

  • prevent the PPS Law adversely affecting Glass Machinery Imports’ security position or obligations; or
  • enable Glass Machinery Imports’ security position to be improved without adversely affecting the Purchaser.

 

6) DELIVERY IN INSTALMENTS: Glass Machinery Imports reserves the right to make delivery in instalments, unless otherwise expressly agreed to in writing by Glass Machinery Imports. All such instalments, when separately invoiced, shall be paid for when due per invoice without regard to subsequent deliveries. Delay in delivery of any instalment shall not relieve Purchaser of its obligation to accept remaining deliveries.

 

7) DELAYS: Any indication in a quotation of a time frame is an estimate only and is not a fixed time frame. Subject to any obligations in respect of consumer guarantees under the Australian Consumer Law, this estimate is not binding on Glass Machinery Imports. Glass Machinery Imports shall not be liable for any damage or loss whatsoever as a result of any delay due to any cause beyond Glass Machinery Imports’ reasonable control, including, without limitation, an act of God; act or failure to act of Purchaser; act of terrorism; embargo; or other government act, regulation or request; fire; accident; strike; war; boycott; slowdown; riot; delay in transportation; customs delay or seizure; or inability to obtain necessary labor, materials or manufacturing facilities. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reasons of the delay.

 

8) CANCELLATION: The Purchaser may not cancel all or any part of Purchaser’s order once accepted by Glass Machinery Imports except upon prior written approval of Glass Machinery Imports, and subject to the payment of all charges and/or costs incurred by Glass Machinery Imports as a result of such cancellation.

 

9) LIMITED WARRANTY AND PERFORMANCE GUARANTEE: If the Purchaser is a “consumer” within the meaning of the Australian Consumer Law, 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 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.

Regardless of whether the Purchaser is a “consumer” within the meaning of the Australian Consumer Law, the Purchaser may also be entitled to the following warranties against defects which are additional to other rights and remedies of a consumer under a law in relation to the Goods.

  • MANUFACTURER’S WARRANTIES: The Purchaser may be entitled to further warranties offered by manufacturers of Goods purchased by the Purchaser, including warranties relation to all machinery, machine parts, tools and other Goods. You can find more information about these warranties by contacting Glass Machinery Imports, or by visiting Glass Machinery Imports’ website. For the avoidance of doubt, these warranties are as between the Purchaser and the manufacturer only and Glass Machinery Imports has no liability in relation to these. Glass Machinery Imports may, but is not obliged to, provide assistance in relation to these warranties on request.

Glass Machinery Imports shall have no obligation whatsoever if damage occurs in relation to Goods that were installed and/or repaired other than by a technician certified by the manufacturer, or because of normal wear and tear, improper handling or operation, abuse, misuse, unauthorised repairs or alterations made or attempted, failure to follow installation and operation documentation, or where product is operated outside of its specifications.

The warranties in this clause 9 are in lieu of, and Glass Machinery Imports disclaims any warranty of, merchantability or fitness for a particular purpose, infringement, or any other express, written, oral or implied warranties.

Glass Machinery Imports otherwise makes no warranties, guarantees, or representations as to characteristics, quality, or performance of any Goods sold to the Purchaser by Glass Machinery Imports (including glass). Subject always to the provisions of this clause, and to the extent permissible by law, any condition or warranty which would otherwise be implied in this agreement by legislation or otherwise is hereby excluded.

No agent, employee, or representative of Glass Machinery Imports has any authority to bind Glass Machinery Imports to any affirmation, representation or warranty other than that contained in these Terms and Conditions. Unless an affirmation, representation or warranty made by an authorised agent, employee or representative of Glass Machinery Imports is specifically included in these Terms and Conditions, such an item is void. The Purchaser warrants to Glass Machinery Imports that any and all affirmations, representations or warranties made by an authorised agent, employee or representative of Glass Machinery Imports have been included in these Terms and Conditions and acknowledges Glass Machinery Imports has entered this transaction on the basis of such warranty. For the purposes of this clause 9, Glass Machinery Imports includes its employees, directors, agents and assigns.

 

10) LIMITATION OF LIABILITY: The Purchaser agrees that the use of the Goods is at its own risk. To the full extent permitted by law (and where liability for breach of guarantees under the Australian Consumer Law, if applicable, can be limited) Glass Machinery Imports’ liability for any and all losses, compensation and damages to Purchaser, in any way arising out of or connected to this transaction from any cause whatsoever (including pursuant to clause 9), is EXPRESSLY LIMITED TO (a) the replacement of the Goods or the supply of equivalent goods; (b) the repair of such Goods; (c) the payment of the cost of replacing the Goods or of acquiring equivalent goods; (d) the payment of the cost of having the Goods repaired; or (e) the payment to Purchaser of the amount paid by Purchaser to Glass Machinery Imports for the Goods. This limitation of liability expressly EXCLUDES Purchaser’s right to recover damages, compensation or other remedies, including, but not limited to, general, special, incidental, indirect, foreseeable, normal and/or consequential damages including damages for lost profits, loss of business opportunities and business interruption, and whether due to any claim by Purchaser against Glass Machinery Imports based in contract, breach of warranty, negligence, tort, in equity or under statute. For the purposes of this clause 10, Glass Machinery Imports includes its employees, directors, agents and assigns.

Subject to the provisions of the Australian Consumer Law (if applicable), small deviations or slight variations from any information, specifications and samples provided by Glass Machinery Imports which do not substantially affect the Purchaser’s use of the Goods will not entitle the Purchaser to reject the Goods or make any claim in respect of them.

Any advice, recommendation or assistance given by Glass Machinery Imports to the Purchaser is given in good faith and believed to be accurate, appropriate and reliable at the time it is given, but is provided without any warranty as to accuracy, appropriateness and reliability. Glass Machinery Imports has no liability for any losses, compensation and damages incurred as a result of reliance on such advice, recommendation or assistance.

 

11) SALE OF GOODS LEGISLATION EXCLUDED: The Purchaser agrees that any transaction entered with Glass Machinery Imports is not subject to any rights, duties or liabilities that arise (for either of the parties) pursuant to the Sale of Goods Act 1896 (Qld) as amended from time to time, such other sale of goods legislation that may be in force from time to time, or any other implied warranty or obligation on Glass Machinery Imports, to the full extent permissible by law.  

 

12) NOTICE OF CLAIMS: If the Purchaser fails to advise Glass Machinery Imports of any fault in the Goods or failure of the Goods to accord with the Purchaser’s order within seven days of delivery, the Purchaser is deemed to have accepted the Goods and to have accepted that the Goods are not faulty and accord with the Purchaser’s order. Nothing in this paragraph affects the Purchaser’s rights for any alleged failure of a guarantee under the Australian Consumer Law, if applicable, or the Purchaser’s entitlements under any warranties offered by third parties in respect of the Goods.

To the extent permissible by law, any proceeding, claim lawsuit or legal action whatsoever by Purchaser against Glass Machinery Imports relating to any product purchased pursuant to these Terms and Conditions must be filed within one year following the date of purchase of the product, notwithstanding any statute of limitations or similar law.

 

13) WAIVER: The failure of Glass Machinery Imports to insist in any one or more instances, upon the performance of any the Terms or Conditions as set forth herein or the failure of Glass Machinery Imports to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such terms, conditions or rights thereunder and shall not affect Glass Machinery Imports’ right to insist on strict performance and compliance with regard to any future performance of these Terms and Conditions.

 

14) TAX: All taxes and other governmental charges upon the production, sale or use of the products to the extent required or not forbidden by law to be collected by Glass Machinery Imports from Purchaser, shall be paid by Purchaser to Glass Machinery Imports unless Purchaser furnishes Glass Machinery Imports with exemption certificates acceptable to the relevant authorities. All prices are exclusive of GST (goods and services tax) unless otherwise specified in writing by Glass Machinery Imports, and Purchaser must pay any applicable GST to Glass Machinery Imports promptly upon Glass Machinery Imports issuing a valid tax invoice to the Purchaser.

 

15) INSURANCE AND INDEMNIFICATION: Purchaser shall at all times maintain a comprehensive program of risk management and adequate broad form liability insurance in connection with Purchaser’s business, operations and activities. Purchaser shall at all times indemnify, defend and hold Glass Machinery Imports, its officers, directors, employees, agents, servants and representatives harmless from and against any and all damages, liabilities, losses, claims, penalties, fines, costs and expenses, including legal fees, arising directly or indirectly out of or in connection with any (a) Purchaser’s use, operation or possession of the Glass Machinery Imports products; or (b) breach by Purchaser of any provision of any agreement with or obligation to Glass Machinery Imports.

 

15) TRANSLATION: This document may be translated into one or more languages; however, the English translation shall be the official version and shall prevail over all other translations.

 

16) AUTHORITY: The individual signing any documents on behalf of Purchaser acknowledges, represents and warrants that he or she has read and understands these Terms and Conditions and has been duly authorised by the Purchaser to sign on behalf of the Purchaser and bind the Purchaser to these Terms and Conditions.

 

17) GOVERNING LAW: All aspects of these Terms and Conditions, and the formation, terms and performance of any sales agreement, shall be governed by the laws of the State of Queensland, Australia and shall be subject to the exclusive jurisdiction of the courts and tribunals of Queensland, the Federal Court of Australia and/or the Federal Circuit Court of Australia, as well as appeal courts from such courts or tribunals. Whenever a term is used in these Terms and Conditions, the definition as determined according to the laws of the State of Queensland, Australia shall control unless it is expressly set forth in these Terms and Conditions that the term is defined in Incoterms 2000, Official Rules of the International Chamber of Commerce (ICC).The parties further agree that the 1980 United Nations Convention on International Sale of Goods shall have no force or effect on transactions under or relating to the formation and performance of any sales agreement or these Terms and Conditions.


© 2016 The Trustee of the Kilkenny Family Trust
trading as Glass Machinery Imports