Terms & Conditions

Terms and conditions

TERMS AND CONDITIONS OF THE TRADE AND SALE OF PRODUCTS BY DENSONS AUSTRALIA

This document outlines Densons Australia’s Terms and Conditions of trading. Please read and accept.

These Terms and Conditions will be deemed to have been accepted by the Buyer when the Buyer issues an order, or by any act of the Seller which indicates fulfilment of an order, or from the date of any delivery of Goods (whichever happens earlier), and which will constitute the entire agreement between the Buyer and the Seller by the signing of an account form.

These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between the Buyer and the Seller to the exclusion of any other terms that the Buyer may try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

  1.  DEFINITIONS:
    1.  Product – is product or goods sold by Densons Australia and is specified in the company’s invoice. Can be referred to as goods or items. "Goods" means the goods or products supplied or sold by the seller to the buyer from time to time.
    2.  Customer – a customer is the client of Densons Australia and may hold a trading account with Densons Australia, or may purchase product via Densons Australia’s cash account. Customer is defined the same as client or buyer.
    3.  Price – the invoice from Densons Australia is the specified price. The price is in Australian dollars.
    4.  “GST” means Goods and Services Tax or other tax that is substituted or replaces the GST.
    5.  "Seller" means Densons Australia. Also referred to as the supplier.
    6.  "Buyer" means any person or persons, company or business entity to whom the Seller sells or supplies, or proposes to sell or supply Goods or Services.
    7.  "Supplier" means the Seller.
    8.  “Services" means any services provided by the Supplier.
    9.  "PPSA" means the Personal Property Securities Act 2009 as amended from time to time.
    10.  "Quote" means any quote that remains valid for 30 days and includes only the Goods (Product).
    11.  "Order" means a purchase order issued by the Buyer to the Supplier in writing via email or a    system generated document or any other suitable media.
    12.  "GST Law" means the New Tax System (Goods and Services Tax) Act 1999 (Cth).
    13.   These Terms and Conditions will apply to the purchase of the goods detailed in the Seller’s quote or order by the Buyer from Seller, Densons Australia, a company registered in NSW, Australia.

 

  1. TERMS OF SALE

The Terms and Conditions shall apply upon acceptance by Densons Australia of an offer from a customer to purchase and shall be the terms and conditions of any offer, order or other document submitted to Densons Australia by the customer.

 

 

3.  PAYMENT AND RETENTION OF TITLE

3.1.  Payment shall be made prior to despatch of product unless credit terms have been agreed in witing. The customer shall pay Densons Australia the price in full for the product prior to despatch.

3.2.  When payment is not made by the customer in terms of the previous paragraph or any other terms of payment agreed in writing between the customer and Densons Australia, then Densons Australia may do any of the following:

3.2.1.  charge interest daily on the outstanding balance of the amounts due and payable at the rate of 1.5% per month from the due date until full payment is received by Densons Australia.

3.2.2.  the product can be stopped in transit if the product has been despatched.

3.3.  The supply of Goods & Services by Densons Australia to the Buyer will be subject to these Terms and conditions of supply:

3.3.1.  Any quotation by the Seller is not and shall not be interpreted as an offer capable of acceptance or as creating an obligation to sell.

3.3.2.  All drawings, specifications & details furnished by the Seller or contained in catalogues, price list or website are by way of general description only of the products or goods and shall not form part of this contract.

3.3.3.  If the Buyer cancels or modifies any Order or part Order for Goods with specifications requested by the Buyer or standard Goods with non-standard materials at any time after the Seller has received the Order then, without prejudice to any other rights the Seller has against the Buyer, the Seller reserves the right to charge the Buyer costs and charges for materials already acquired for the Order together with the cost of any labour and tooling expended to the date of such cancellation or alterations.

3.4.  Words imparting the singular number include the plural and vice-versa.

 

  1.  PRICE
    1. The quoted or selling price shall be in Australian Dollars unless otherwise stated in writing.

 

  1.  If the cost of product increases to Densons Australia for any reason whatsoever before the customer has paid Densons Australia, the price of the product must be paid in full prior to the despatch of said product.

 

  1. The supply of Goods & Services by Densons Australia to the Buyer will be subject to these Terms and Conditions of supply.

 

4.4 These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between Buyer and Seller, to the exclusion of any other terms that the Buyer may try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

4.5. The price (Price) of the Goods is set out in the Seller’s quotation current at the date of the Buyer’s order or such other price as we may agree in writing.

4.6.  If the cost of the Goods to the Seller increases due to any factor beyond the Seller’s control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, the Seller can increase the Price prior to delivery.

4.7.  Any increase in the Price under clause 4.6. will only take place after the Seller has informed the Buyer about it.

4.8.  The Price is inclusive of fees for packaging unless otherwise stated. Costs for delivery/freight may be charged to the buyer unless alternatively agreed in writing.

 4.9.  Prices quoted are based on the full quantities specified and do not necessarily operate pro rata for any greater or less quantities.

4.10.  In the event of the suspension of manufacture or supply on the Buyer’s instruction, or lack thereof, or due to the inability of the Buyer to accept the Goods for any reason on or after the date on which they are ready for delivery, the Buyer shall be liable for all extra costs and losses thereby incurred by the Seller.

4.11.  Price quoted is exclusive of GST; the Buyer is required to pay the applicable GST to the Seller    along with the Price at the same time when the Price is due as per the sale Terms & Conditions.

4.12. Rental equipment will be quoted manually by Densons Australia outlying the terms and conditions of the rental. Pay of the deposit is paid in full prior to delivery or collection. Pricing will include a refundable deposit, hire fees for teh term of hire and usage fees to cover servicing of the equipment.

 

5. PAYMENT

5.1.  The Seller will invoice the Buyer for the Price either:

5.1.1.  on or at any time after delivery of the Goods; or

5.1.2.  where the Goods are to be collected by the Buyer or where the Buyer wrongfully refuses delivery of the Goods at any time after the Seller has notified the Buyer that the Goods are ready for collection or the Seller has tried to deliver them.

5.2.  The Buyer must pay the Price within or prior to or on the date of our invoice or otherwise according to any credit terms agreed between the Buyer and Seller.

5.3.  If the Buyer does not pay within the period set out above, the Seller will suspend any further deliveries to the Buyer and without limiting any of the Seller’s other rights or remedies for statutory interest, charge the Buyers interest at the rate of 1.5% per month on the amount outstanding until the Buyer pays in full.

5.4.  The time for payment will be of the essence of the Contract between the Buyer and the Seller.

5.5.  All payments must be made in Australian Dollars unless otherwise agreed in writing between us.

5.6.  Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding, except as required by law, and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

5.7.  Rental equipments requires a deposit and fees paid in advance. if the rental period is exceeded addition fees will be due. In the case where the equipment is not returned the customer will be liable for a replacment fee at local market prices.

5.8  The Seller can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle the Buyer to cancel any other instalment.

 

 6.  DELIVERY

6.1.  Denson Australia shall endeavour to deliver the product within reasonable or a specified time requested by the customer.

6.2.  The Buyer accepts and acknowledges that delivery times are an estimated delivery time and Densons Australia shall not be liable to the customer for any loss, damage or delay whatsoever to the Buyer, customer, or any person, as a direct or indirect result of late delivery or non-delivery of product in part or entirety of a Buyers order.

6.3.  Delivery charges may be charged to the Buyer if specified and the Buyer agrees to pay these delivery charges, if accepted, as part of the order. Delivery may be included in the selling price or the Buyer may wish to collect the products from Densons Australia’s storage facility.

6.4.  The Seller reserves the right to suspend or discontinue the supply of product on reasonable grounds without obligation to give a specific reason for this action.

6.5.  The Seller will arrange for the delivery of the Goods to the address specified in the quotation, or Buyer’s order, or to another location as agreed in writing between the Buyer & Seller.

6.6.  If the Buyer does not specify a delivery address or if both the Buyer & Seller agree, the Buyer must collect the Goods from Seller’s premises.

6.7.  The Seller may at its discretion agree to act as agent for the Buyer for delivery beyond store or works and all costs of carriage and insurance shall be paid by the Buyer. The Seller shall not be liable for any damages caused to the Goods whilst they are in transit.

6.8.  The Buyer shall at the Buyer’s expense provide labour, cranes or forklift and reasonable access to point of delivery for offloading of Goods without delay.

6.9.  Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8am to 5pm local time.

6.10.  If the Buyer does not take delivery of the Goods, the Seller may, at the Seller’s discretion and without prejudice to any other rights:

6.10.1.  store or arrange for the storage of the Goods and will charge the Buyer for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and/or

6.10.2.  make arrangements for the redelivery of the Goods and will charge the Buyer for the costs of such redelivery; and/or

6.10.3.  after 10 business days, resell or otherwise dispose of part or all of the Goods and charge the Buyer for any shortfall below the price of the Goods.

6.11.  If redelivery is not possible as set out above, the Buyer must collect the Goods from the Seller’s premises and will be notified of this. The Seller can charge the Buyer for all associated costs including, but not limited to, storage and insurance.

6.12.  Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Seller will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond the Seller’s control or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

6.13. Delivery of renatal equipment will be agreed after signing the necessary documention and deposits have been paid. 

 

7.  INSPECTION & ACCEPTANCE OF GOODS

7.1.  It is the Buyer’s responsibility when accepting this contract or ordering to ensure the Goods ordered conform to the Buyer’s requirements and are suitable and sufficient for the Buyer’s purpose.

7.2.  The Buyer must inspect the Goods on delivery or collection.

7.3.  If the Buyer identifies any damages or shortages, the Buyer must inform Densons Australia in writing within 7 days of delivery, providing details.

7.4.  Other than by agreement, the Seller will only accept returned Goods if the Seller is satisfied that those Goods are defective and if required, have carried out an inspection.

7.5.  Subject to the Buyer’s compliance with this clause and/or the Seller’s agreement, the Buyer may return the Goods and the Seller will, as appropriate, repair, or replace, or refund the Goods or part of them.

7.6.  The Seller will be under no liability or further obligation in relation to the Goods if:

7.6.1.  the Buyer fails to provide notice as set above; and/or

7.6.2.  the Buyer makes any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or Densons Australia STANDARD TERMS AND CONDITIONS OF SALE (AUSTRALIA)

7.6.3.  the defect arises because the Buyer did not follow the Seller’s oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or

7.6.4.  the defect arises from normal wear and tear of the Goods; and/or

7.6.5.  the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by the Buyer, the Buyer’s employees or agents or any third parties.

7.7.  The Buyer is accountable for the risk and cost of returning the Goods.

7.8.  Acceptance of the Goods will be deemed to be upon inspection of them by the Buyer and in any event within 1 day after delivery.

 

8. RISK & TITLE

 8.1.  The risk in the Goods will pass to the Buyer on completion of delivery.

8.2.  Title to the Goods will not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b) any other goods or services that the Seller has supplied to the Buyer in respect of which payment has become due.

8.3.  Until title to the Goods has passed to the Buyer, the Buyer must:

8.3.1.  hold the Goods on a fiduciary basis as our bailee; and/or

8.3.2.  store the goods separately and not remove, deface or obscure any identifying marks or packaging on or relating to the Goods; and/or

8.3.3.  keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

8.4.  As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy the Seller may have, or can at any time ask the Buyer to deliver the Goods and, if the Buyer fails to do so promptly, enter any of the Buyer’s premises or of any third party where the Goods are stored in order to recover them without trespass.

8.5.  The Buyer covenants to the Seller that it shall sign anything and do anything the Seller requires to further or more effectively secure the Seller’s rights over the applicable Goods or under these Terms and Conditions. This includes anything the Seller requires in order for it to:

8.5.1.  register and maintain (including renew before expiry) one or more financing statements in relation to any Security Interest in the relevant Goods created by these Terms and Conditions and/or any Order;

8.5.2.  remove any financing statement which is registered against the Buyer or in relation to a Security Interest which is not a Permitted Security Interest; and

8.5.3.  obtain possession or control of any Goods for the purposes of perfecting any Security Interest in that property by possession or control for the purposes of the Personal Property Securities Act (PPSA).

 

9.  TERMINATION

9.1.  The Seller can terminate the sale of Goods under the Contract where:

9.1.1.  The Buyer commits a material breach of his obligations under these Terms and Conditions;

9.1.2.  The Buyer is or will become or, in our reasonable opinion, is about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;

9.1.3.  The Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with the Buyer’s creditors; or

9.1.4.  The Buyer convenes any meeting of the Buyer’s creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of the Buyer’s assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by the Buyer or any of the Buyer’s directors or by a qualifying floating charge holder, a resolution is passed or petition presented to any court for the winding up of the Buyer’s affairs or for the granting of an administration order, or any proceedings are commenced relating to the Buyer’s insolvency or possible insolvency.

 

10.  LIMITATION OF LIABILITY

10.1.  The Seller’s liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.

10.2.  Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

10.3.  The Seller’s total liability will not, in any circumstances, exceed the total amount of the Price payable.

10.4.  If the Seller does not deliver the Goods, the Seller’s liability is limited, subject to the clause below, to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

10.5.  The Seller will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:

10.5.1.  any indirect, special or consequential loss, damage, costs, or expenses; and/or

10.5.2.  any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill, business interruption, or other third party claims, and/or

10.5.3.  any failure to perform any of the Seller’s obligations if such delay or failure is due to any cause beyond the Seller’s reasonable control; and/or

10.5.4.  any losses caused directly or indirectly by any failure or breach by the Buyer in relation to the Buyer’s obligations; and/or

10.5.5.  any loss relating to the choice of the Goods and how they will meet the Buyer’s purpose or the use by the Buyer of the Goods supplied.

10.6.  The exclusions of liability contained within this clause will not exclude or limit the Seller’s liability for death or personal injury caused by the Seller’s negligence, or for any matter for which it would be illegal for the Seller to exclude or limit the Seller’s liability, and for fraud or fraudulent misrepresentation.

 

 

11.  COMMUNICATIONS

11.1.  All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).

11.2.  Notices will be deemed to have been duly given:

11.2.1.  when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;

11.2.2.  when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;

11.2.3.  on the fifth business day following mailing, if mailed by AUSPOST;

11.3.  All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.

 

12. FORCE MAJEURE

12.1.  Neither party shall be liable for any failure nor delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

 

13.  NO WAIVER

13.1.  No waiver by the Seller of any breach of these Terms and Conditions by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

 

14.  SEVERANCE

14.1.  If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

 

15.  LAW & JURISDICTION

15.1.  These Terms and Conditions are governed by and interpreted according to Australian law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the Australian courts.