GeoExchange Australia PTY LTD
TERMS AND CONDITIONS (“Terms”)
AGREED TRADING TERMS – 14 DAY ACCOUNT
A reference to “us”, “our”, “we”, “the Supplier”, and “GXA” means GeoExchange Australia Pty Ltd ABN: 90 124 945 526. A reference “You”, “Your”, “user”, “member”, “Customer”, “Client”, and “guest” means anyone who visits and/or uses this website and/or engages GXA services. Please read the undermentioned terms carefully. If You do not understand these terms of trade You should seek legal advice.
1. The agreed terms are 14 days, i.e., payment is due 14 days from date of statement.
2. The 3% surcharge for paying via PayPal/credit card is non-refundable and charged at the absolute discretion of us.
3. Design and consultation services fees for design and feasibility studies are non-refundable.
4. You hereby agrees & acknowledges that at the absolute discretion of the Supplier, and as allowed by Australian Consumer Laws, an account keeping fee of 2% per month will be levied on any or all amounts in default of the agreed trading terms.
5. You further agrees to indemnify us for any legal costs incurred by GXA (including but not limited to charges & commission charged by mercantile agents) in respect of this application, agreements, personal guarantees, securities given or other documentation required whilst credit is being offered in consequence of this application, and you further agrees to indemnify the Supplier for any dishonoured cheque fees incurred and in the event that the Customer’s account is in default of the agreed trading terms to indemnify us against its collection fees & legal costs.
6. We may withdraw credit facilities to you at any time without notice. Without limiting our rights to withdraw credit, we reserves the right to stop supply & place the account on hold until the account is returned to the agreed trading terms, and GXA agrees to recommence supply.
7. These Terms apply to all transactions from which the Customer is supplied goods & or services. If any future contract between the Supplier & the Customer is inconsistent with these Terms, then these Trading Terms and Conditions will apply unless the subsequent contract refers to and specifically alters these Trading Terms and Conditions in writing.
8. Should there be any variation to any of the information supplied by you in this application or in the structure of the Customer’s business (such as a conversion to or from a company or trust or the appointment of new directors), we shall be notified in writing. Until a new Commercial Credit Application form is signed and approved in writing by the Supplier, then the original Commercial Credit Application and those person(s) who signed as guarantor(s) shall remain liable to us as though all goods and services were supplied to the original customer.
9. We reserve the right to amend these Terms provided such amendments are conveyed to you in writing. You further acknowledge that such writing will be by ordinary mail or email to the address set out in the Commercial Credit Application, unless you advise us in writing of a new address, and this new address is acknowledged by return in writing by us.
10. We shall be entitled at any time to assign its rights under this Commercial Credit application to its successors, nominated transferees or assigns (including but not limited to, where applicable personal guarantees), and that these Terms shall not be in any way affected or discharged pursuant to such an assignment.
11. Caveatable Interest Clause: In the event of Default of the agreed trading terms by you, then the Customer by its Director(s)/Proprietor(s)/Partners/Individual(s), nominated in this application hereby charge all their Right, Title of Interest (if any) to any or all property(ies) owned/partly owned, acquired in the future, solely or jointly by the said Customer/Director(s))/Proprietor(s)/Partners/Individual(s) of this application in favour of the Supplier, to better secure all monies owed to us as of the date of the default, with the due and punctual observance and performance of all of the obligations of the Customer. Such Customer acknowledges that the Supplier may at its discretion, register the property on the Personal Property Securities Register Personal Property Securities Act 2009 (Cth) and/or register a caveat on such property in respect of the interest conferred on it under this clause. In the event that the Supplier is required to exercise its right under this clause, against the Customer, then the Customer grants the Supplier the right to appoint a Receiver and sell the property(ies).
12. RETENTION OF TITLE: Until ALL INVOICES are paid in full, and ALL MONIES receipted and cleared, ownership of the goods remain with the Supplier, but the risk passes to the Customer on delivery. Delivery shall occur if the Supplier or its Agent delivers, on delivery, and/or if the Customer or its Agent(s) takes delivery, at that point of delivery. Until the Supplier is paid in full, the relationship of the Customer to the Supplier shall be fiduciary in respect of the goods and the customer shall hold the goods as bailee only for the Supplier. The Customer shall store the goods separately from its own until ownership has manifested in the Customer. Should the goods be on-sold to a third party before payment, or in the event of the Appointment of an Administrator, Controller, Managing Controller, Receiver or Receiver Manager, or entry into an Informal/Formal Deed of Arrangement under Bankruptcy Act of 1966 by the Customer, then the Customer hereby assigns to the Supplier its right of recovery of payment from the third party. The money(ies) resulting from the sale of goods are to be specifically earmarked and placed in a separate account on trust for the Supplier, until payment in full is made to the Supplier for the cost of the goods only, to guarantee clear passage of ownership to the third party innocent purchaser. In the event you are in default of the agreed trading terms, then you without reservation grants right of entry to any or all properties under your control, where the goods are reasonably expected to be stored. The Customer indemnifies and save harmless the Supplier, its servants or agents in relation to loss or damage as a result of the retaking of possession of the said goods. Further in the event the Supplier exercises its right of retaking possession of the said goods, you grant power of sale to the Supplier to resell the said goods and you acknowledge that any shortfall owing after the said goods are resold will be the responsibility of the Customer.
13. DELIVERY: Deliveries shall be made during normal working hours. Deliveries required outside normal working hours will be delivered on request of the Customer, and all charges will be the sole responsibility of the Customer. In the event the Customer or the Customer’s Agent is not on site to accept the delivery, then the driver’s signature denoting the time, date and place of delivery, shall be deemed to be acceptance of the said delivery whether by the supplier or the Supplier’s agent. The date of delivery set forth in the order form is made in good faith, but the performance of the Supplier’s engagement is subject to industrial disturbances, delay in transit, damage to goods in transit, shortage of goods and any other cause beyond reasonable control of the Supplier. We shall be excused from failure to deliver or complete, which is contributed to by any such cause, and the time specified for completion of delivery shall be extended commensurately. Delay in delivery or completion shall not constitute a breach of contract, nor shall it affect any other provisions of the contract to GXA’s disadvantage.
14. SERVICE OF DOCUMENTS: You acknowledge that service of all documents will be prepaid postal addressed envelope to the address nominated on the Commercial Credit Application form, unless a new address is provided by the Customer and such new address is acknowledged by return in writing from us. Note you expressly acknowledge that service is deemed to be effected after the expiration of 2 working days from date of posting of the documents.
15. TELEPHONE ORDERS. All telephone orders are to be immediately confirmed in writing by you. In the event the confirmation varies from that recorded and processed by the Supplier, then the Supplier’s records shall prevail.
16. ACCESS TO SITE: You are at all times responsible to ensure suitable access to the site. The Customer further indemnifies and saves harmless GXA, and or it’s servants or agents against any loss or damage, in the event you fail to provide suitable access to site for delivery, and or whilst on site working.
17. PRICE: All goods and services are quoted and sold at the price current at the time of quotation. The price of goods is valid for the period shown, not exceeding 30 days. Costs and charges for freight and handling at the point of delivery to you or your agent are payable by the Customer unless otherwise stated on the quote/order form. NOTE:- Pricing may vary from time to time subject to exchange rate variations and/or material increases outside the control of GXA.
18. SETTLEMENT DISCOUNT: Where settlement discount applies, no settlement discount will be approved unless all account money(ies) is/are paid within the agreed trading terms for settlement discount.
19. PAYMENT: You expressly acknowledge that at the absolute discretion of GXA, you may be required to execute an authority to your Bank authorizing a direct debit from your Bank account, to GXA for all sums due on a monthly basis. The authority will be irrevocable without the express written consent of the Supplier.
20. FINANCIAL INFORMATION: You agree to provide financial information as is reasonably required by us from time to time, for the assessment of current and future credit limits only. Both us and you further agree that such information shall be treated as strictly confidential and will not be disclosed to any third party(ies) without your express written permission.
21. CREDIT CLAIMS: It is your responsibility to carefully inspect the goods and/or review service outcomes immediately they are delivered. Credit Claims will only be recognised if made in the first instance by phone within 72 HOURS of receipt, and also in writing within 7 days of delivery. Claims outside this period will be at the absolute discretion of GXA, and its decision final and binding on you. All goods returned must be in original condition and packaging and complete in every detail. Goods will only be accepted if the freight is prepaid by you.
22. RETURN OF, OR CANCELLATION OF GOODS ORDERED: In the event you elect to return goods or cancel goods on order, we at our absolute discretion reserve the right to charge a 25% handling fee on the amount involved. Cancellation of equipment on order will not cause a refund of any deposit amount and additional handling fee will apply. Further no return of goods will be accepted, without prior approval of GXA in writing.
23. EQUIPMENT ORDERS: Equipment orders attract a 50% deposit which shall be paid in full prior to proceeding with manufacture.
24. WARRANTIES: All goods carry only such warranty, if any as is furnished by the manufacturer thereof, or as implied by law. In addition, they come with guarantees that cannot be excluded under the Australian Consumer Law. The Supplier warrants their product, that its materials are free from faulty workmanship for a period of twelve months from date of delivery or as provided by manufacturer. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure. This warranty excludes those components supplied by other Suppliers, damage caused by neglect or misuse of materials supplied, powder coating fading, installation of materials less than 500 metres from any marine environment (salt water ocean or lake), labour costs associated with installation or removal of defective products, corrosion caused by chemicals, eg brick cleaning acids. The Supplier will not accept goods returned for warranty work, unless the freight is prepaid by the Customer. NOTE – No warranty work will be completed whilst ever Your account is in default of the agreed trading terms.
25. DAMAGES: We shall not be liable for any amount greater than the sales price of the product originally supplied. Without limiting the meaning of this clause, we shall not be liable for any claims, loss, expense whatsoever, how so ever arising, or in any event in any way whatsoever for any contingent, consequential direct/indirect special, or punitive damages arising in relation thereto, and you acknowledge this express limit of liability and agree to limit any claim accordingly. Further we shall not be responsible directly or indirectly for any consequential loss or maintenance, use or operation of the product by you, or to any third party, or from any failure of the product whether defective or not.
26. GST: The Supplier is required by law to pay Goods and Services Tax, (GST) on any work, the subject of this estimate/quote. GST will be in addition to the estimate/quote provided, if it is not shown otherwise.
27. ENVIRONMENTAL REQUIREMENTS: The Customer confirms and acknowledges it has made all inquires in relation to all responsibilities conferred upon the Customer, by the said Act, relating to storage of and disposal of any or all products supplied by the Supplier.
28. INSURANCE: NO INSURANCE IS PROVIDED BY THE SUPPLIER. The Customer acknowledges that insurance of all goods are the responsibility of the Customer at point of delivery.
29. FORCE MAJEURE: GXA will not be liable for any delay in performing any of their obligations if such delay is caused by circumstances beyond their reasonable control, including but not limited to, failure of or interruption in the provision of essential services such as electricity supply, bank payment systems, industrial actions or postal deliveries.
30. SEVERABILITY: If any part of these terms are found to be void, invalid, unlawful or unenforceable then that provision or part will be deemed to be severed from these terms and the remaining terms and provisions of these terms will remain in force and constitute the agreement between you and GXA.
31. JURISDICTION: You acknowledge that the Laws of the State of the New South Wales shall govern this contract, and You hereby agree to submit to the nonexclusive jurisdiction of the Courts of New South Wales.
THE ABOVE INFORMATION IS FOR YOU TO RETAIN