DSW TIMBER PTY LTD — TERMS & CONDITIONS OF SALE
1. Application of Terms
These Terms and Conditions apply to all quotations, orders, supplies, and commercial credit arrangements between DSW Timber Pty Ltd (“Supplier”) and the customer (“Applicant”). By receiving Goods or Services, the Applicant is deemed to have accepted these Terms to the exclusion of all others.
All prices are exclusive of GST unless stated otherwise. GST and any applicable government charges are payable by the Applicant.
2. Payment Terms
(a) Payment is due 30 days from the date of supply, unless otherwise agreed in writing. (b) Overdue amounts may incur interest at 2% above the Penalty Interest Rates Act 1983 rate. (c) The Applicant is liable for all reasonable enforcement, recovery, legal and collection costs. (d) The Supplier may suspend or refuse further supply if payment is not made on time. (e) Payments are applied in the following order:
· recovery costs
· interest
· oldest outstanding invoices
(f) Any amount payable by the Supplier to the Applicant may be set off against amounts owed by the Applicant.
3. Pricing
(a) The Applicant must pay the invoiced price without deduction or set-off. (b) Clerical errors may be corrected without notice. (c) Credit card payments may attract a surcharge. (d) GST is payable on all taxable supplies, and tax invoices will be issued in accordance with GST law.
4. Delivery & Supply
(a) Delivery times are estimates only. The Supplier is not liable for delays. (b) Delay does not relieve the Applicant of the obligation to accept or pay for Goods or Services. (c) Risk passes to the Applicant upon dispatch or 7 days after notification of availability, whichever occurs first. (d) The Supplier may stop supply or terminate the agreement at any time by written notice.
5. Retention of Title
Until full payment is received for all Goods and Services: (a) All outstanding amounts become immediately due if the Applicant defaults or becomes insolvent. (b) Title does not pass to the Applicant; Goods are held as bailee. (c) Goods remain at the Applicant’s risk from dispatch. (d) The Applicant is not authorised to on-sell Goods without written consent. (e) If Goods are incorporated into other products, the Applicant holds the proportional sale proceeds on trust for the Supplier. (f) The Supplier is irrevocably authorised to enter premises to recover Goods. (g) The Applicant charges all real and personal property as security for all monies owed.
6. Returns, Cancellations & Claims
(a) Goods may not be returned without prior written approval. (b) Claims for missing, damaged, or non-conforming Goods must be made within 7 business days of invoice. (c) If delivery was arranged by the Applicant, freight-related claims must be directed to the carrier first. (d) Failure to notify within the required timeframe constitutes acceptance of the Goods.
7. Dispute Resolution
A party claiming a dispute must notify the other party in writing. Both parties must negotiate in good faith for 14 days before commencing court proceedings (except for urgent injunctive relief).
8. Credit Information & Privacy
The Applicant and any Guarantor authorise the Supplier to:
· obtain credit reports
· exchange credit information with other credit providers
· use information for assessing credit, managing defaults, and verifying creditworthiness
Personal information will be handled in accordance with the Supplier’s privacy policy.
9. General
(a) These Terms are governed by the laws of Victoria, Australia. (b) Invalid provisions do not affect the remainder of the Terms. (c) The Applicant may not assign rights without written consent. (d) All information exchanged between the parties is confidential unless disclosure is required by law. (e) This Agreement constitutes the entire understanding between the parties. (f) Time is of the essence. (g) If acting as trustee, the Applicant binds both itself and the trust.
10. Guarantee & Indemnity (if applicable)
Each Guarantor: (a) guarantees the Applicant’s obligations; (b) must pay all amounts due on demand if the Applicant fails to do so; (c) indemnifies the Supplier against all losses arising from the Applicant’s default; (d) charges all real and personal property as security; (e) acknowledges the guarantee is continuing and irrevocable.
11. Termination
The Supplier may terminate this Agreement immediately if the Applicant:
· becomes insolvent
· fails to remedy a breach within 30 days of notice
· ceases business
· experiences material adverse financial change
The Supplier may also terminate without cause by giving 30 days’ written notice.
12. Effect of Termination
The Applicant is not entitled to compensation for goodwill or lost opportunities. Termination does not affect accrued rights or obligations.
13. Relationship of Parties
The relationship is strictly supplier and customer. Nothing in this Agreement creates a partnership, agency, or employment relationship.