Phillips &
House Group ABN 95 080 881 699
Trading as Shelta
Australia
CONDITIONS OF SALE
1.
Definitions
1.1
In these Conditions:
(1)
“Agreement”
means the agreement between Shelta and the Customer consisting of these
Conditions and any terms agreed in writing by the parties;
(2)
“Conditions”
means the terms and conditions contained in this document and includes those
terms, if any, imposed by law that cannot be excluded;
(3)
“Customer”
means the entity with whom Shelta contracts to supply the Goods;
(4)
“Delivery”
means delivery of the Goods to the Customer or to the Customer’s common
carrier;
(5)
“Goods” means goods sold by Shelta pursuant to the
Agreement;
(6)
“GST”
means GST as defined in A New Tax System (Goods and Services Tax) Act 1999
as amended from time to time or any replacement or other relevant legislation
and regulations; and
(7)
“Shelta”
means Phillips & House Group ABN 95 080 881 699 trading as Shelta
Australia, its successors and assigns.
2.
General
2.1
The Agreement is the entire agreement between Shelta and the
Customer for the supply of Goods to the Customer.
2.2
Any variation to the Agreement must be made by Shelta in
writing and notified to the Customer.
2.3
These Conditions replace any terms or conditions contained in
any document issued or referred to by the Customer.
2.4
The Agreement does not create or evidence an agency,
partnership, joint venture, or the relationship of employer and employee.
2.6
The law of New South Wales governs the Agreement. The parties submit to the non-exclusive
jurisdiction of the courts of New South Wales and the Federal Court of
Australia.
3.
Prices
3.1
The price payable by the Customer for the Goods is the net
price of the Goods only as quoted, advertised or indicated by Shelta on the
date the Goods are despatched (“Price”).
3.2
Freight to the Customer is payable by the Customer in addition
to the Price, where applicable.
3.3
Unless GST is expressly included, the price payable for any
supply made under or in connection with the Agreement does not include GST.
4.
Orders
4.1
Shelta reserves the right to accept or reject at any time in
its absolute discretion any orders placed by the Customer, including the right
to accept part of any order or any order on conditions.
4.2
Any quotation issued by Shelta is not an offer or obligation
to sell but an invitation to treat only.
5.
Payment
5.1
The Customer must pay for the Goods within the period
specified by Shelta in writing or otherwise by the end of the calendar month
following the date of Shelta’s invoice to the Customer (“Specified
Period”).
5.2
Any payment not made within the Specified Period will attract
interest until the time of payment.
Interest accrues daily.
5.3
Shelta reserves the right to suspend delivery of other goods
and to take legal action to recover any payment not received within the
Specified Period. The Customer
will be liable for all costs, including legal costs and mercantile agents fees,
incurred by Shelta in recovering any payment outstanding.
6.
Delivery
6.1
Shelta will make every effort to effect Delivery in the
shortest possible time.
6.2
Any statement made by Shelta as to the date for Delivery is an
estimate only.
7.1
For the purposes of this clause 7,
“notice” means delivery to
Shelta of a CREDIT, WARRANTY OR REPAIR
REQUEST form that has been completed by the Customer in writing, quotes
Shelta’s invoice number, states the nature of the problem with the Goods
to be returned and lists the Goods to be returned.
7.2
The Customer must inspect the Goods upon Delivery.
(1)
wrong Goods delivered; or
(2)
the Delivery being after any cancellation date stated in
writing on the Customer’s order.
7.4
Subject to clause 7.3,
the Customer must give Shelta notice at any time after Delivery of any other
matter or thing relating to the Goods that the Customer alleges is not in
accordance with the Agreement.
7.5
Shelta may authorise returns of Goods upon notice by issuing
the Customer with a Return Authorisation.
7.6
Shelta will only accept returns of Goods that are un-used and
are accompanied by a CREDIT, WARRANTY OR REPAIR
REQUEST form and corresponding Return Authorisation.
7.7
The Customer must wrap and pack the Goods to be returned to
avoid any damage in return transit.
7.8 Shelta is not liable for return
freight.
8.
Guarantees and Warranties
8.1
Subject to clauses 8.2 and 8.2 and to the extent
permitted by law, all other conditions, warranties, liabilities or
representations in relation to the Goods are excluded.
8.3
Where legislation implies in these Conditions any condition or
warranty that cannot be excluded or modified, the condition or warranty is
deemed to be included in these Conditions. However, to the extent permitted by law, the liability of
Shelta for a breach of any such condition or warranty is limited at
Shelta’s option to any one or more of the following:
(1)
the replacement of the Goods or the supply of equivalent
goods;
(2)
the repair of the Goods;
(3)
the payment of the cost of replacing the Goods or of acquiring
equivalent goods; or
(4)
the payment of the cost of having the Goods repaired; and
(5)
in the case of advice, recommendations, information or
services, by supplying the advice, recommendations, information or services
again.
8.4
If the Customer re-sells the Goods, the Customer must ensure
that all labels and markings attached to the Goods by Shelta remain attached
for the purposes of re-sale. The
Customer is not entitled to make any other representation or warranty to any
person on behalf of Shelta.
8.5
Shelta guarantees apply only to domestic use of products.
9.
Risk and Title
9.1
Risk in the Goods passes to the Customer immediately upon
Delivery.
9.2
Property in the Goods will not pass to the Customer until
payment for all goods supplied by Shelta to the Customer have been paid
for in full. Until the Customer
has paid for all goods supplied by Shelta to the Customer in full:
(2)
the Customer must store the Goods in a proper manner that
clearly identifies the Goods as the property of Shelta;
(3)
the Customer must notify Shelta in writing of any intended
sale of the Customer's business that purports to include the Goods as part of
the Customer's stock; and
(4)
the Customer must not bail, pledge, mortgage, charge, grant a
lien over, lease or assign the Goods, other than in accordance with clause 9.2(1).
9.3
The Customer irrevocably authorises Shelta at any time to
enter any premises upon which Goods the subject of this clause are stored to
enable Shelta to inspect the Goods and, if the Customer has breached the
Agreement, reclaim possession of the Goods.
9.4
The Customer acknowledges and agrees that Shelta may recover
the price of the Goods by legal action if the Goods are not paid for within the
Specified Period, notwithstanding that property in the Goods has not passed to
the Customer.
10.
Privacy
10.1
Where the Goods are supplied to the Customer on credit the
Customer irrevocably authorises Shelta, its employees or agents to make such
enquiries necessary to investigate the creditworthiness of the Customer
including (but not limited to) making enquiries of the Customer’s trade
referees, bankers and credit providers (“Information Sources”) and the Customer authorises such
Information Sources to disclose to Shelta such information in their possession
concerning the Customer that is requested by Shelta.
10.2
For the purposes of the Privacy Act 1988, where the Customer is an individual, Shelta
declares that it collects information about the Customer to assist in promoting
and selling its products and services.
Shelta does not disclose information about the Customer to any person
except as required in the course of providing its products or services for the
ordinary administration of its business.
If the Customer does not want to receive promotional material from
Shelta, he or she can inform Shelta.
The Customer can also request access to his or her personal information
by making a written request to Shelta.