GnG Sales
GENERAL TERMS AND CONDITIONS
1. General
These Terms and Conditions as amended from time to time and those, if any, which are implied and which cannot be excluded by law (“Terms”). Any other contractual terms of that are contrary to or inconsistent with these Terms shall not apply nor shall they constitute a counter-offer. By receiving delivery and/or supply of all or a portion of the materials and/or parts and/or labour and/or services (“Goods”), The Customer shall be deemed to have accepted these Terms and to have agreed that they shall apply to the exclusion of all others. All Goods are charged at the price ruling at the date of invoice and any Goods and Services Tax within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 (“GST”) or other government imposts shall be payable by The Customer.
2. Delivery and Supply
2.1 Any times quoted for delivery and/or supply are estimates only and GnG Sales (Supplier) shall not be liable for failure to deliver/supply or for delay in delivery/supply. The Customer shall not be relieved of any obligation to accept or pay for goods by reason of any delay in delivery/supply or dispatch. GnG Sales (Supplier) reserves the right to stop supply at any time if The Customer fails to comply with the Terms.
2.2 The risk of damage, loss or deterioration of any Goods will pass to The Customer upon the earlier of dispatch or expiry of seven (7) days from the date of notification by GnG Sales (Supplier) to The Customer that the Goods are available for collection.
3. Property
Until full payment has been made for all Goods, and any other sums in any way outstanding from The Customer to GnG Sales (Supplier) from time to time:-
3.1 All sums outstanding become immediately due and payable by The Customer to GnG Sales (Supplier) if The Customer makes default in paying any other sums due to GnG Sales (Supplier), becomes bankrupt, or commits any act of bankruptcy, compounds with its creditors, has judgement entered against it in any court or, being a company, has a provisional liquidator, liquidator, receiver, receiver manager or administrator appointed, notwithstanding the provisions of any other clause in these Terms.
3.2 The property in the Goods shall not pass to The Customer and The Customer shall hold the Goods as Bailee for GnG Sales (Supplier) (returning the same to GnG Sales (Supplier) on request). The goods shall nevertheless be at the risk of The Customer from the time of dispatch referred to in Clause 3.2 and The Customer must insure the Goods from the time of dispatch referred to in Clause 3.2.
3.3 The Customer is only authorised to sell the Goods (or any portion of them) to third parties as the fiduciary agent of GnG Sales (Supplier) provided that there shall be no right to bind GnG Sales (Supplier) to any liability to such third party by contract or otherwise. All payments (direct or indirect) received from such third parties by The Customer for the Goods (or any portion of them) shall be held on trust for GnG Sales (Supplier) pursuant to the fiduciary relationship.
3.4 In the event that The Customer incorporates or transforms the Goods (or any portion of them) into any other goods or products produced by The Customer (or a third party), then The Customer must hold a proportion of any payment (“relevant proportion”) received by The Customer for such goods or products on trust for GnG Sales (Supplier). The Customer expressly acknowledges that the relevant proportion shall be equal to the dollar value the portion of the Goods incorporated or transformed and The Customer further acknowledges that any part payment (not exceeding the relevant proportion) received by The Customer for such goods or products is received as payment first of the relevant proportion.
3.5 GnG Sales (Supplier) is irrevocably authorised to enter any premises where the Goods are kept, and to use the name of The Customer and to act on its behalf, if necessary, to recover possession of the Goods.
3.6 If the Customer fails to pay for the goods on the due date then, even though GnG Sales (Supplier) reserves title to the goods supplied to the Customer and without prejudice to any other rights or remedies GnG Sales (Supplier) may have, GnG Sales (Supplier) may sue the Customer for the price of the goods as a liquidated sum.
4. Returns, Cancellations and Claims
4.1 The Customer shall not return any Goods to GnG Sales (Supplier) without obtaining prior authorisation from GnG Sales (Supplier). Unauthorised returns will not be accepted. No returns will be accepted unless a copy of the relevant invoice is enclosed with the returned Goods. A list of the Goods returned including product descriptions, quantity, date of return and The Customer’s name and address must also be enclosed. All Goods must be returned in the original packaging and The Customer shall be responsible for all damage incurred during return shipment. A credit note will be issued by GnG Sales (Supplier) only after Goods returned are either collected by GnG Sales’s (Supplier’s) authorised representative or returned to it by The Customer as set out above. No returns will be accepted after 30 days from date of invoice.
4.2 All complaints, claims or notification of lost Goods, incomplete Goods, Goods damaged in transit or Goods that do not comply with The Customer’s purchase order must be submitted by The Customer to GnG Sales (Supplier) in writing within ten (10) business days of the date of the invoice rendered for the supply of the Goods. Otherwise, The Customer shall be deemed to have accepted the Goods and shall not refuse to pay for the Goods on the basis that they were lost, incomplete, damaged in transit, or do not comply with The Customer’s purchase order.
4.3 Notwithstanding clause 4.1 & 4.2, all complaints, claims or notification of carton shortages, Goods damaged in transit or pilferage must first be directed to the freight carrier.
4.4 Warranty - All Air tools and spray guns are guaranteed for 12 months from date of invoice against faulty workmanship or material defect. Products are not guaranteed against damage from normal wear and tear, abuse, misuse, neglect, water in air lines, failure to appropriately lubricate or incorrect oil used as lubricant. Also, this guarantee does not cover accessories or consumables such as springs, blades, chisels, cutting edges, or normal wearing parts such as hammer pins, anvils etc. Merchandise subject to a warranty claim are to be returned to GnG Sales (Supplier) or its appointed representative, freight prepaid together with a description of the warranty claim. Product will be repaired or replaced and returned free of charge if it is determined by GnG Sales (Supplier) as a warranty claim.
No other warranties except those implied and which cannot be excluded by law are given by GnG Sales (Supplier) in respect of goods or services supplied. Where it is lawful to do so, the liability of GnG Sales (Supplier) for a breach of a condition or warranty is limited to the repair or replacement of the goods, the supply of equivalent goods, the payment of the cost of repairing or replacing the goods or acquiring equivalent goods, the supplying of the services again or the payment of the cost of having the services supplied again, as determined by GnG Sales (Supplier).
5. Notification
The Customer must notify GnG Sales (Supplier) in writing within seven (7) days of:-
5.1 Any alteration of the name or ownership of The Customer.
5.2 The issue of any legal proceedings against The Customer.
5.3 The appointment of any provisional liquidator, liquidator, receiver, receiver manager or administrator to The Customer.
5.4 Any change in the ownership of the business name of The Customer.
The Customer agrees that it shall be liable to GnG Sales (Supplier) for all Goods supplied to the new owner by GnG Sales (Supplier) until notice of any such change is received.
6. Failure to Act
GnG Sales’s (Supplier’s) failure to enforce or insist upon the timely performance of any term, condition, covenant or provision in these Terms, or GnG Sales’s (Supplier’s) failure to exercise any right or remedy available under these Terms or at law or GnG Sales’s (Supplier’s) failure to insist upon timely payment of monies when due or to demand payment of any charges or fees which accrue or any extension of creditor forbearance under these Terms shall not constitute a waiver of any subsequent default or a waiver of GnG Sales’s (Supplier’s) right to demand timely payment of future obligations or strict compliance with the Terms.
7. Legal Construction
7.1 These Terms shall be governed by and interpreted according to the laws of New South Wales, Australia and GnG Sales (Supplier) and The Customer consents and submits to the jurisdiction of the courts of New South Wales, Australia.
7.2 Notwithstanding that any provision of the Terms may prove to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason that provision is deemed omitted without affecting the legality of the remaining provisions and the remaining provisions of the Terms shall continue in full force and effect.