Terms And Conditions
Sentrel Australia Pty Ltd (Sentrel) Welcomes You
Sentrel provides its products to you subject to the following Terms and Conditions, which may be updated from time to time without notice to you. Review the most current version of the Terms and Conditions at any time, below.
Supplier shall mean Sentrel and its subsidiaries, affiliates, officers, employees, agents, partners and licensors. Customer shall mean the Customer or any person or persons acting on behalf of and with the authority of the Customer. Work shall mean all Works (including the supply of materials) undertaken by the Supplier and described on the invoices, quotation, work authorisation or any other forms as provided by the Supplier to the Customer and includes any advice or recommendations. Materials shall mean all Materials required to complete the Works.
Price shall mean the cost of the Works as agreed between the Supplier and the Customer.
Any instructions received by the Supplier from the Customer for the supply of Works and/or the Customer’s acceptance of Works undertaken by the Supplier shall constitute acceptance of the terms and conditions contained herein.
In the event that the Customer requests a variation all such requests shall be made in writing. In the event that the Supplier requests a variation, the Supplier will, in writing:(a) state the reason for the variation; and (b) provide a full description of the variation; and (c) state any effect the variation will have on the contract, including but not limited to, the price, completion date and whether further permits or authorisations are required.
Delivery of Materials
Delivery dates are estimates only; the Supplier will notify the Customer when the materials are available for delivery. At the Supplier’s sole discretion delivery of the Materials shall take place when; (a) the Customer takes possession of the Materials at the Supplier’s address; or (b) the Customer takes possession of the Materials at the Customer’s address (in the event that the Materials are delivered by the Supplier or the Supplier’s nominated carrier); or (c) the Customer’s nominated carrier takes possession of the Materials in which event the Carrier shall be deemed to be the Customer’s agent. Delivery of the Materials to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
Price and Payment
Unless otherwise agreed, part payment will be required to confirm any Works agreed upon between the Customer and Supplier. Full payment shall be due before the delivery of the Works.
The Supplier shall not be liable for any delay or for the consequences of any delaying performing or failure to perform any of its obligations under this Agreement if such delay is due in full or in part to any cause whatsoever beyond its reasonable control. Such delay or failure shall not constitute a breach of this Agreement and the Supplier shall be entitled at its option to either extend the time for delivery or performance for a reasonable period or to determine the contract without any recourse by the Customer to any claim for damages.
It is the responsibility of the Customer at the Customer’s cost to ensure that there are adequate structural fixing points where required. The Supplier reserves the right to determine the final installation method, as may be structurally necessary but takes no responsibility for the structural adequacy of the fixing surface. Structural adequacy of the fixing surface should be confirmed by the Customer’s building designer or engineer.
Retention of Title
It is the intention of the Supplier and agreed by the Customer that ownership of the Materials shall not pass until: (a) the Customer has paid all amounts owing for the particular Materials, and (b) the Customer has met all other obligations due by the Customer to the Supplier in respect of all contracts between the Supplier and the Customer. Receipt by the Supplier of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Supplier’s ownership or rights in respect of the Materials shall continue.
The Customer hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to the Customer by the Supplier and the Customer acknowledges that the Materials are bought relying solely upon the Customer’s skill and judgement.
The Customer shall inspect all Materials on delivery and shall notify the Supplier immediately of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote by giving written notice. The Customer agrees to keep the materials referred to a notice given under this clause (and in the case of shortages the remainder of the materials delivered) in the condition in which they are delivered until the Supplier has inspected them. The Customer shall afford the Supplier an opportunity to inspect the Materials within a reasonable time following delivery if the Customer believes the Materials are defective in any way. If the Customer shall fail to comply with these provisions the Materials shall be presumed to be free from any defect or damage. For defective Materials, which the Supplier has agreed in writing that the Customer is entitled to reject, the Supplier’s liability is limited to either (at the Supplier’s discretion) replacing the Materials or repairing the Materials. Materials are taken to be as ordered if: (a) The Customer does not give the notice referred to in this clause; or (b) The materials referred to in notice are used or damaged after delivery. If the Supplier delivers less than the full quantity of materials the Customer may not reject those materials delivered. If the Supplier delivers extra or different materials the Customer may reject only the extra or different materials. The Customer who purchases timber products is aware that as a natural product, timber varies and may change over time. The grain may open up, and long lengths may distort (twist or bow). Although only quality timber is used in the manufacture of the product, the supplier has no control over the performance throughout time.
Returns will only be accepted provided that: (a) the Supplier has agreed in writing to accept the return of the Materials; and (b) the Materials are returned at the Customer’s cost within seven (7) days of the invoice date; and (c)the Manufacturer will not be liable for Materials which have not been stored or used in a proper manner; and (d) the Materials are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances. The following materials cannot be returned to the Supplier by the Customer for credit: (a) Materials specifically made, modified or imported for the Customer; (b) Materials altered or damaged by the Customer. The Supplier reserves the right to charge a 15% administration fee for any Materials returned.
To the extent required by statute the Supplier warrants that all Materials supplied are good and suitable for the purpose for which they are used and that, unless otherwise stated in this contract, those Materials will be new. The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through: (i) the subsidence or movement of structures in which the Works have been installed; or (ii) faulty or improper installation by an outside party; or (iii) failure on the part of the Customer to properly maintain Works; or (iv) failure on the part of the Customer to follow any instructions or guidelines provided by the Supplier; or (v) any use of the Works otherwise than for any application specified on a quote or order form; or (vi)the continued use of the Works after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or (vii) fair wear and tear, any accident or act of God; or (viii) the warranty shall cease and the Supplier shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without the Supplier’s consent; or (ix) in respect of all claims the Supplier shall not be liable to compensate the Customer for any delay in either replacing or remedying the workmanship or in properly assessing the Customer’s claim. The Supplier shall be entitled by its workmen, servants or agents to enter on the Customers’ premises to inspect the alleged defective Materials. Any liability on the Supplier’s part shall be conditional on the Materials having been installed as per the Supplier’s installation guide by competent experienced tradespeople and have since the date of delivery/installation been properly used, maintained and serviced in accordance with the Manufacturer’s care and maintenance manual and properly used for the purpose intended and no repairs, alterations thereon having been carried out without the Supplier’s written consent.
Where the Supplier has designed, drawn or written Materials for the Customer, then the copyright in those designs and drawings shall remain vested in the Supplier, and shall only be used by the Customer at the Supplier’s discretion. The Customer warrants that all designs or instructions to the Supplier will not cause the Supplier to infringe any patent, registered design or trademark in the execution of the Customer’s order.
Default & Consequences of Default
If there is any default by the Customer in making due payment to the Supplier of any monies owing by the Customer, or if an administrator, liquidator or provisional liquidator or receiver and manager or controller is appointed in respect of the Customer or the Customer goes into bankruptcy or commits any act of bankruptcy, or if there is a breach by the Customer of any of these terms and conditions then:- (a) All monies payable by the Customer to the Supplier shall at the Supplier’s election become immediately due and payable notwithstanding that the due date for payment of any of the monies shall not have expired; (b) The Supplier may terminate this Agreement forthwith. If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in pursuing the debt including legal costs on a solicitor and own client basis and the Supplier’s collection agency costs. Without prejudice to any other remedies the Supplier may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Supplier may suspend or terminate the supply of Materials to the Customer and any of its other obligations under the terms and conditions. The Supplier will not be liable to the Customer for any loss or damage the Customer suffers because the Supplier exercised its rights under this clause. Without prejudice to the Supplier’s other remedies at law the Supplier shall be entitled to cancel all or any part of any order of the Customer which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable in the event that: (a) any money payable to the Supplier becomes overdue, or in the Supplier’s opinion the Customer will be unable to meet its payments as they fall due; or (b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
The Supplier may cancel these terms and conditions or cancel delivery of Materials at any time before the Materials are delivered by giving written notice. On giving such notice the Supplier shall repay to the Customer any sums paid in respect of the Price. The Supplier shall not be liable for any loss or damage whatever arising from such cancellation. In the event that the Customer cancels delivery of Materials the Customer shall be liable for any loss incurred by the Supplier (including, but not limited to, any loss of profits) up to the time of cancellation.
Enforceability and Jurisdiction
In the event that the whole or any part or parts of any clause in this Agreement is found to be unenforceable by a Court then such clause or part thereof shall be to that extent severed from these terms and conditions without effect to the validity and enforceability of the remainder of these terms and conditions. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. These terms and conditions shall be governed by and construed in accordance with the laws of the State of New South Wales. The parties submit to the exclusive jurisdiction of the Courts in Coffs Harbour. The Supplier shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Supplier of these terms and conditions. In the event of any breach of this contract by the Supplier the remedies of the Customer shall be limited to damages. Under no circumstances shall the liability of the Supplier exceed the Price of the Materials. The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Supplier. The Supplier may license or sub-contract all or any part of its rights and obligations without the Customer’s consent. The Supplier reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Supplier notifies the Customer of such change. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
Notice required to be given by the Customer to the Supplier pursuant to these terms and conditions may be delivered personally or sent by post to the credit manager of the Supplier at the Supplier’s postal address at PO Box 122, Bellingen, NSW 2454 and unless the contrary is proved shall be taken as delivered when received by the Supplier. Notice to be given to the Customer by the Supplier may be delivered personally or sent by post to the Customer’s last known address and shall be taken as delivered on the second business day following posting. The Supplier’s invoices and statements are deemed to be received by the Customer on the second business day after posting by ordinary pre-paid post.
Sentrel Australia Pty Ltd 2010
|1300 658 330|
|PO Box 122 Bellingen NSW 2454|