Trade Account Terms and Conditions
These Terms and Conditions apply to all our sale of goods on a Dahlsens account. Any order placed with Dahlsens Building Centres Limited ABN 30 005 032 333 (“we”, “our”, “us” or “Dahlsens Building Centres”) constitutes your (“you” or “your”) agreement to be bound by these terms. Any additional or different terms you stipulate or state in any communication with us (including any order) are hereby objected to and will not bind us unless we agree in writing. No sales representative or agent is authorised by us to give any guarantee, warranty or representation in addition to, or contrary to these conditions. In any event, receipt of goods by you (or another as you direct) upon delivery constitutes your agreement to be bound by these terms.
1. SALE AND PURCHASE
1.1. Your placement of an order with us (“Order”) constitutes an offer by you to purchase goods from us on these terms. The Order is placed when it is submitted to us.
1.2. The Order is accepted only when we notify you in writing or verbally that we accept your Order. For example, we might notify you that we accept your Order by sending you an e-mail stating this or displaying a confirmation on our online trade portal. Delivery of goods constitutes notice of our acceptance of the order.
1.3. If we accept the Order, a binding contract between you and us will arise on these terms.
2. PRICE AND PRICE VARIATION
2.1. The prices quoted in our price lists and promotional literature are for guidance only and may change at any time and sometimes without notice. Unless otherwise agreed in writing, the contract price of the Goods will be as stated in our price list(s) current on the day of delivery of the Goods. Prices do not include any delivery or administrative surcharges. These will be added separately.
2.2. Dahlsens Building Centres will maintain pricing on our quotes for 30 days. Following this time, we may adjust any price quoted and you agree to pay any such adjusted price to take account of variations in the cost to Dahlsens Building Centres of carrying out the whole or any part of the supply arising from any of the following:
a) delays in delivery of the Goods or any of them as a result of instructions or lack of instructions from you, your failure or inability to fulfill your obligations in the supply arrangement or any action or inaction by you or other circumstances beyond our control;
b) variation in the cost of Dahlsens Building Centres acquiring the Goods, directly or indirectly, on account of changes in rates of freight and transport costs, taxes and other related costs;
c) variations in the rates of, or the costs of complying with, all statutory, government or local government or governmental authority charges and obligations; or
d) any correction of errors or omissions on the part of Dahlsens Building Centres or any of its representatives.
2.3. Dahlsens Building Centres has the right to impose handling fees for some special orders.
3. GOODS AND SERVICES TAX
3.1. All goods are sold subject to goods & services tax (GST) unless the goods are classified as GST exempt.
4.1. The purchase price will be paid to Dahlsens Building Centres by the end of the month following the month in which the invoice is dated. Payment will not be accepted by any means other than cash, cheque, EFT (electronic funds transfer), direct debit or by certain credit cards.
4.2 Non Account Customers are required to pay a minimum 50% deposit at time of acceptance of quote/order. Full payment is required to be made prior to delivery.
4.2. If any account is in dispute, the undisputed portion of the account will be payable in accordance with the normal terms of payment as provided in Condition 4.1. Payment of the disputed portion may be withheld provided the matter is brought to Dahlsens's attention in writing setting out the particulars of the dispute and sent to us within 14 days of the dispute arising.
4.3. We reserve the right to suspend the delivery of further goods if the terms of payment are not strictly adhered to by you.
4.4. Any expenses, costs or disbursements incurred by us in recovering any outstanding monies including debt collection agency fees or solicitor’s costs will be paid by you.
5.1. We will deliver the Goods to the address stated on the Order or as agreed by us in writing. Dahlsens Building Centres reserves the right to charge for delivery of the Goods at any time, notwithstanding that it may not have previously done so.
5.2. We will deliver the Goods using our own fleet of vehicles and by such carrier and such form of transport as we consider appropriate. When you specify the type of trucks, we shall deliver the Goods in the way specified as long as we deem the vehicle appropriate and safe with the cost of such carriage being charged accordingly to the invoice.
5.3. We will not be responsible for any part delivery or delay in delivery of the Goods. We will not be in any way responsible for any consequences (direct or indirect) arising from such delay or non-delivery. When the delay or part delivery is due entirely to a mistake made by our people, we will consider compensating in part or in whole any direct financial consequences to your business.
5.4. We will be entitled to charge for and recover from you on demand all costs or loss occasioned by:
a) failure by you to collect or take delivery of the Goods (as the case maybe) as and when agreed to;
b) delay or interruption in the installation of Goods caused or contributed to by any act or omission on your behalf.
Any such costs or loss will include (but not be limited to) the cost of storage, labour, transportation and administration costs at our prevailing commercial rates.
5.5. You agree to inform Dahlsens Building Centres in writing within 30 days of the date of invoice if proof of delivery is required. After this period, no liability will lie with Dahlsens Building Centres for proof of delivery.
6. RETURN OF GOODS
6.1. The Goods come with guarantees under the Australian Consumer Law. Nothing in these Terms and Conditions excludes, restricts or modifies:
a) the application of any provision of the Australian Consumer Law to the sale of the Goods; or
b) the exercise by you of a right conferred by such a provision; or
c) any liability of a person for failure by Dahlsens Building Centres to comply with a guarantee that applies under the Australian Consumer Law to the sale of the Goods.
Subject to the above, all conditions and warranties, whether or not implied by law, are excluded from any contract for the sale of the Goods. Details of any manufacturer’s warranty are included with the Goods and will be made available upon request free of charge.
6.2. Except where the Australian Consumer Law permits you to reject the Goods, Dahlsens Building Centres will not accept the return of the Goods for credit or any other purpose unless Dahlsens Building Centres agrees to accept the return prior to the return of Goods, in which case the remaining provisions of this Condition 6.2 and Conditions 6.3 and 6.4 will apply. Return of the Goods will only be accepted for credit within 14 days of delivery, unless due to our error. Return freight will be at our cost only when the error is on our part.
6.3. No returned Goods will be accepted by us (even if we agree to do so) if they have been tampered with by you or any other person and are not as new, if they are Goods sold on a non-return basis. Where goods are returned to us as above, they will be returned to you at your expense. Some products including specially manufactured products are non-returnable.
6.4. Receipt by us or by any of our agents or representatives of any Goods returned other than in accordance with Condition 6.2 or to which Condition 6.3 applies will not constitute nor be deemed to constitute our acceptance of the return of the Goods for credit or any other purpose.
6.5 In the event that an order for non-standard products (SPs and non-ranged) is cancelled, you will be liable for all costs incurred in procuring the goods to the date of cancellation. You will be liable for the full costs of the goods including delivery charges if the order is cancelled after delivery.
7. TITLE AND RISK
7.1. Risk in the goods will pass to you at the time of delivery in accordance with Condition 5.
7.2. Irrespective of the time when risk in the goods will pass, passing of property and title in the Goods will be determined as follows:
a) You hereby acknowledge that the property and title in the Goods will remain with Dahlsens Building Centres until you have made payment in full of the Purchase Price and any other monies owing hereunder.
b) Pending payment in full of the Purchase Price and any other monies owing hereunder:
i) in the case of the Goods being of the kind classified by us as ‘office machinery’, ‘office furniture’ or ‘computer hardware’, the relationship between Dahlsens Building Centres and you will be fiduciary, and you will hold the Goods as bailee for and on behalf of Dahlsens Building Centres.
ii) you will in all cases retain the Goods upon your premises (within the State or Territory of that supply is made) in a manner such that they are readily identifiable as our property, and
iii) you will not in any way deal with, part with possession or dispose or attempt to deal with, part with possession or dispose of the Goods.
c) In the event that you default in payment of the Purchase Price or any other monies owing hereunder or upon the occurrence of any of the events specified in Condition 8, Dahlsens Building Centres and its employees or agents will have the right to enter your premises or any other premises where the Goods are known to be stored to repossess the goods, and for this purpose you will grant all reasonable access rights and Dahlsens Building Centres will be entitled to do all things required to secure possession. Upon repossession of any of the goods Dahlsens Building Centres will then be entitled, in its discretion, to resell the Goods to any third party in which case you will not have any action whatsoever against Dahlsens Building Centres for breach of contract or otherwise.
d) If you sell or otherwise disposes of the Goods to a third party prior to making payment of the Purchase Price or any other monies owing hereunder, Dahlsens Building Centres will be entitled to so much of the proceeds of such sale equivalent to the amount of monies owing to Dahlsens Building Centres by you.
7.3. In addition to the payment of any other monies payable by you to Dahlsens Building Centres under this agreement, we will be entitled to charge for and recover from you on demand all costs, loss or damage incurred by us in exercising any of our rights under Condition 7.2 above, including, but not limited to, the cost of storage, transportation and administration costs at our prevailing commercial rates.
8. YOUR LIABILITY AND DEFAULT
i) fail to make any payment due on the account or commit any other breach of any of your obligations attached to the account; or
ii) suffer execution under any judgement; or
iii) commit an act of bankruptcy; or
iv) make any composition or arrangement with any creditor; or
v) being a company, pass a resolution for winding up or have a receiver appointed over any of its property or have a winding up petition presented against it,
Dahlsens Building Centres (in addition to any other remedies hereby or by statute conferred) may treat the contract arrangement as terminated and any part of the Purchase Price then unpaid, together with any other monies owing hereunder, whether or not due under the terms of the contract will immediately become due and payable. Any such termination will be without prejudice to any claim or right we may otherwise possess.
9. LIMITATION OF LIABILITY
9.1. Where the Goods or any services we supply under the commercial account contract are not goods or services of a kind ordinarily acquired for personal, domestic or household use or consumption, then our liability (if any) for failure to comply with a guarantee under the Australian Consumer Law (other than, in respect of the Goods, a guarantee as to title, a guarantee as to undisturbed possession or a guarantee as to undisclosed securities, charges or encumbrances) is limited, so far as the Australian Consumer Law allows and at our option:
a) in the case of the Goods, to repair or replace the Goods or supply of equivalent goods (or paying the cost of any of these); or
b) in the case of any services supplied by us, to supplying the services again (or paying the cost of having the services supplied again).
10. GOVERNING LAW
The contract will be governed by the law of the State of Victoria and the Commonwealth of Australia.
If any term of the commercial account contract is found to be invalid or unenforceable, such invalidity or unenforceability will not affect the remainder of the contract, which will continue in full force and effect.
All notices under the commercial supply contract must be in writing. Notices can be given in person, by fax, by post or by e-mail, to an address or number detailed in the Order. If a notice is sent by post, it will be taken to have been received 3 business days after posting, unless in fact it is received earlier. Any changes to notice details must be notified in writing.
Dahlsens Building Centres reserves the right to change these Terms and Conditions at any time.
Last Updated: 22nd June 2015