TERMS AND CONDITIONS
1. INTERPRETATION
“Company” shall mean: COLOURSTONE INTERNATIONAL GROUP HOLDINGS PTY LTD (ABN 83 606 098 471) trading as Colourstone and/or any of its subsidiaries if such subsidiary is named as the party making or accepting the Order.
“Purchaser” shall mean and include the person, business and/or company’s associates and/or employees to whom any quotation or offering to contract Goods and services from the Company on these terms and conditions.
“Goods” shall mean products and services contracted by the Company to the Purchaser.
“Order” shall mean any document or verbal approval confirming the purchase of Goods or services from the Company.
“Delivery” shall include:
(a) the delivery of Goods by the Company to the Purchaser, the Purchaser’s carrier or agent, or collection by the Purchaser from the Company or designated collection point as agreed by the parties;
(b) the delivery or provision of services by the Company for and/or on behalf of the Purchaser at a location and for an entity, agreed by the parties.
Any words importing the singular shall be deemed to include the plural and vice versa and any words importing the male gender shall be deemed to include the female and neuter gender and vice versa.
2. OFFER AND ACCEPTANCE
2.1 No Contract for the supply of Goods or provision of services shall be deemed formed unless and until all essential specifications, terms and conditions have been accepted and agreed to by the Company in writing
2.2 Any quotation made by the Company is not an offer to sell or to provide services and no Order given in pursuance of any quotation shall bind the Company until accepted by the Company in writing
2.3 No statements, representations, warranties or terms and conditions shall have any force or effect or be incorporated into any contract unless agreed to by the Company in writing or implied or incorporated by law or by necessary trade implication.
3. DELIVERY
3.1 Any date quoted for delivery is an estimate only unless otherwise provided for in the Contract or otherwise stated by the Company in writing.
3.2 The Company shall not be liable for any loss or damage howsoever arising for failure to deliver on or before the quoted date or dates.
3.3 The Purchaser shall accept and pay for Goods notwithstanding any failure by the Company to deliver by the quoted date or dates.
3.4 Written advice to the Purchaser that Goods are ready for delivery or collection (as the case may be), whether in whole or in part, shall constitute constructive delivery and the terms of payment shall apply from the date of such written that advice.
3.5 If the Company does not receive forwarding instructions sufficient to enable it to dispatch the Goods within 14 days of notification that they are ready:
(a) the Purchaser shall be deemed to have taken delivery of the Goods and the terms of payment shall apply from such date; and
(b) the Purchaser shall be liable for any storage charges payable monthly on demand, with such storage being at the Purchaser’s risk.
4. QUANTITY VARIATION
The Purchaser shall accept and pay for at the contract price per unit the goods actually delivered notwithstanding that the number thereof may be greater or less than the number actually ordered provided that the permissible variation under this clause shall not exceed 10%.
5. PRICE
5.1 When quotations are for piece prices, weight as accurate as possible shall be established and agreed upon and quotations shall be subject to revision on any variation from the quoted weight.
5.2 The Purchaser shall be liable for charges if it changes an Order, unless notice of revision is made in writing and received by the Company (seller) prior to commencement of work on that Order.
6. PAYMENT
6.1 Unless otherwise agreed in writing payment terms for approved credit account holders are net cash 14 days from which the Goods are delivered to the Purchaser, its carrier or its agent.
6.2 If the Company does not receive forwarding instructions sufficient to enable it to dispatch the Goods within 14 days of notification that they are ready, the Purchaser shall be deemed to have taken delivery of the Goods and the terms of payment shall apply from such date. The Purchaser shall be liable for storage charges payable monthly on demand, storage being at the Purchaser’s risk.
6.3 The Company may charge interest on amounts overdue at a rate not exceeding 2 percentage points above the prevailing CBA Bank Reference Rate.
6.4 If the full purchase price is not received by the Company on the due date for payment thereof, the Company shall have the right, in addition to the other rights at law and under this document, to retake possession of the Goods. In any such event, the Company may at its option withhold further deliveries or cancel the contract without prejudice to its rights hereunder, and this Company shall not be liable for any consequential damages, loss, injury or prejudice arising directly or indirectly from such action.
7. CANCELLATION, VARIATION OR SUSPENSION OF ORDERS
7.1 An Order may only be cancelled, varied or suspended with the written consent of the Company.
7.2 In the event of such cancellation, variation or suspension, the Purchaser undertakes to reimburse and indemnify the Company for any costs expenses or charges incurred by the Company resulting from such cancellation, variation or suspension, including but not limited:
(a) the price for all Goods that have been completed in accordance with the Order and not previously paid for;
(b) the costs of work-in-process and raw materials incurred by the Company in arranging for the completion or delivery of the Order;
(c) any further and/or consequential costs incurred by the Company in arranging for the completion or delivery of the Order.
8. CLAIMS
8.1 No claim by the Purchaser for faulty workmanship or failure to supply Goods conforming to the Purchaser’s Orders shall be recognized by the Company unless made in writing to the Company within 14 days after delivery of the Goods, stating invoice number and date of delivery.
8.2 No claim for consequential damages, loss, injury or prejudice, direct or indirect in respect of any Goods shall in any case exceed a claim for replacement of the Goods or the invoice price of the Goods. All damages or expenses, consequential or otherwise, over and above such invoice prices shall be the responsibility of the Purchaser.
8.3 The Company will not accept claims from the Purchaser for repeat Orders of Goods where the finished appearance (being colour or stock quality) may vary from that of previously supplied Goods, as raw material stock used to produce the Goods are susceptible to variations, or be limited to availability.
8.4 It is the responsibility of the Purchaser to ensure that Goods produced by the Company do not breach any Copyright laws, and the Purchaser indemnifies and will keep the Company indemnified against any liability, loss or expense suffered by the Company as a direct or indirect result of this.
9. RETURN OF GOODS
9.1 A credit to the value of the purchase price will only be provided for Goods:
(a) which after inspection by the Company are deemed not to conform to the specifications provided by the Purchaser; and
(b) are returned to the Company in their original condition.
9.2 Under no circumstances may Goods be returned for credit unless accepted by the Company in writing.
9.3 Credits will only be allowed if claims are made within 14 days of the delivery date of Goods and where the number and date of the original invoice are quoted.
9.4 Goods not returnable fall into the following categories:
(a) Goods wrongly Ordered, unless otherwise agreed in writing by the Company;
(b) Goods supplied on the Company’s invoice and marked “Not Returnable”;
(c) Goods that have been used, demonstrated or displayed;
(d) Goods fabricated or altered for a special application;
(e) Goods altered or damaged by the Purchaser.
9.5 On all returned Goods accepted for credit a charge of 5% will be payable to the Company for handling.
9.6 Packing of all Goods returned should be intact and complete with any instruction sheet, etc supplied. Where the original manufacturer’s carton seals have been broken, a re-stocking charge will be applied.
9.7 Freight and packing charges for Goods returnable are the responsibility of the Purchaser and if not prepaid, will be deducted from the credit or charged separately.
10. RETENTION OF TITLE & LIEN
10.1 Title to the Goods provided by the Company to the Purchaser does not pass to the Purchaser until payment in full for the Goods has been received by the Company.
10.2 In addition to any lien to which the Company may by statute or otherwise be entitled, the Company shall in the event of the Purchaser’s insolvency, bankruptcy or winding-up be entitled to a general lien on all property or Goods belonging to the Purchaser in its possession (although such Goods or some of them have been paid for) for the unpaid price of any other Goods sold and delivered to the Purchaser under this or any other arrangement understanding or contract.
11. FORCE MAJEURE
11.1 The Company shall not be liable for failure to deliver or for any delay in delivery arising from any cause whatsoever beyond this Company’s control including but without limiting the generality of the foregoing war, any law or provision having or purporting to have the effect of law, strike, industrial action, lock-out, Civil commotion, restraint by governments, act of God, fire, unlawful act or non-availability of or delay in delivery of supplies (“force majeure event”) and
11.2 The Company shall not be liable for any consequential damages, loss, injury or prejudice emanating directly or indirectly from failure or delay in delivery arising from such force majeure event or cause.
11.3 In addition where such failure to deliver or install or delay in delivery or installation arises from any force majeure event or cause the Company shall be entitled to payment for any:
(a) deliveries already made;
(b) services already provided; and
(c) work already completed, calculated pro-rata on the basis of the quoted price,
11.4 In the event of a force majeure event:
(a) the Company may extend the time for delivery; or
(b) if the Company is unable to deliver, the contract shall be voidable at the Company’s option.
12. Intellectual Property and Confidentiality
12.1 This material is confidential and protected by copyright. It may only be used as permitted by the Company. Copyright and all other intellectual property rights in the artwork, design, display features, methods of construction, trademarks, and get-up, whether registered or unregistered, in this email and the products displayed in any literature, are the lawful property of the Company.
12.2 Unauthorised use or copying of this material, the products shown, or any part thereof, may result in legal action being taken against the purchaser.
12.3. By accepting this correspondence, the Purchaser agrees not to use, copy, share, or otherwise disseminate any of the data, images, or other information contained in the content without the prior written consent of the Company.
13. ONLINE DISCLAIMER
13.1 The Company cannot guarantee that emails generated, or use of its website and its online facilities are free of viruses or other conditions which may damage or interfere with the Purchaser’s data, hardware or software.
13.2 Use of the Company’s email, website and online facilities are on the strict condition that the Purchaser carries out and relies upon its procedures for ensuring that its use of the Company’s email, website and online facilities will not interfere with its systems and the Purchaser assumes all risk of use and absolves the Company of all responsibility for any consequence of its use.
13.3 All information and contents within the Company’s website are the property of the Company and are subject to trademark and copyright laws. No material from this website may be copied, reproduced, downloaded, distributed, or transmitted in any way or form without written permission from the Company.
13.4 Use of the Company’s website and its facilities, and/or submitting an Order to the Company signifies the Purchaser’s acceptance to the Company’s Terms and Conditions.
14. AMENDMENTS AND WAIVER
14.1 The Company not be taken to have agreed to any amendment or waiver of any provision of these terms and conditions or of the contract unless the amendment or waiver shall be in writing and signed by the Company.
14.2 No terms and conditions offered by the Purchaser after the date of this contract shall form part of this contract, unless expressly agreed in writing by the Company.
15. LAW TO APPLY
Any contract undertaken by this Company shall in all respects be governed and construed in accordance with the laws VICTORIA. Any claim made by either party against the other which in any way arises out of these terms and conditions will be heard in VICTORIA and you agree to submit to the jurisdiction of those Courts.
16. NO WAIVER
Waiver by the Company of a breach of these terms or any right or power arising on a breach of these terms must be in writing and signed by the Company. A right or power created or arising on a breach of these terms is not waived by any failure to exercise or delay in exercising, or a partial exercise of, that or any other right or power.
17. SEVERANCE
If any provision in these terms and conditions is invalid under any law the provision will be limited, narrowed, construed or altered as necessary to render it valid but only to the extent necessary to achieve such validity. If necessary the invalid provision will be deleted from these terms and conditions and the remaining provisions will remain in full force and effect.