1. THESE TERMS AND CONDITIONS APPLY TO ALL ORDERS PLACED
- These terms and conditions constitute a legally binding contract between you, (“you”) and Global Commercial Kitchen Equipment Pty Ltd ABN 14 642 791 124 and its related bodies corporate hereafter referred to as (“Global”) and apply to all transactions between the parties.
- Before placing your order make sure you read all these terms and conditions. The terms and conditions contain important information about your purchase of goods and/or services from Global.
- By placing an order for goods and/or services from Global you:
agree to these terms and conditions and agree that they will, in all circumstances, prevail over your terms and conditions of purchase (if any) and override any terms and conditions contained in quotes, invoices or other documentation (including, without limitation, any terms and conditions attached or forming part of any purchase order) exchanged between the parties whether or not such documents expressly provide that they override these terms and conditions.
2. WE ARE A SUPPLIER TO THE COMMERCIAL INDUSTRY
- We are a supplier to the commercial industry and are not suppliers of goods or services to the domestic, personal or household use or consumption by accepting these terms and conditions you acknowledge that you are a sole trader, partnership, company, trust, institution (including a school) or a government body and are not an individual acquiring the goods and/or services wholly or predominantly for personal, domestic or household use or consumption.
- By agreeing to these terms and conditions you are acknowledging that the nature of the trading between the parties is that of a commercial nature and to the maximum extent permitted all consumer protections are excluded from all transactions between the parties.
3. QUOTES PRICE LISTS AND ORDERS
- Any prices or quotation made available by Global from time to time is not an offer or obligation to sell and Global reserves the right to accept or reject, in its absolute discretion, any orders which may be received by it.
- The prices quoted or made available by Global from time to time are subject to change without notice. Once an order has been accepted by Global, Global will be bound by the price in the accepted order unless the goods are delivered more than 60 days from the receipt of the order or were Global has notified you the price is subject to change before delivery.
4. PAYMENT TERMS
- Global requires cleared payment being received before the goods and/or services are delivered to you.
- Payment for the goods or services must be made without any deduction unless otherwise agreed to in writing and in advance by Global.
- Each amount payable by you under these terms and conditions in respect of a “taxable supply” (as defined in the GST Act) by Global is a GST exclusive amount and you must, in addition to that amount and at the same time, pay the GST due in respect of that supply
- All transactions are in Australian (AUD) currency
4.a. PAYMENT SHALL BE DEEMED TO BE MADE:
- if cash is tendered – on the date it is tendered and a receipt is issued;
- if a credit card is tendered – on the date upon which the credit is authorised by Global’s bankers; and
- if a cheque or other negotiable instrument is tendered or payment is made by direct debit on the date upon which such cheque, other negotiable instrument or direct debit is cleared by Global’s bankers.
- For payments tendered by VISA, Mastercard, AMEX or Diners Club credit cards an additional surcharge will be added to the invoice total. As at the time of drafting, the current surcharge for each is in respect of VISA and Mastercard 1.50% and in respect of AMEX and Diners Club 2.65% (including GST) but these amounts are subject to change without notice.
5. ORDERS AND DELIVERIES
- You agree that Global may, without incurring any liability whatsoever, refuse to accept any order for goods or services made by you in whole or in part at its absolute discretion.
- Each order placed by you shall be deemed to include a representation that you are solvent and able to pay all of your debts as and when they fall due.
- When any order is placed, you must inform Global of any facts which might reasonably be expected to affect any decision to accept the order. Any failure to do so shall be deemed to create an inequality of bargaining position, the taking of an unfair advantage of Global and to be unconscionable, misleading and deceptive.
- From time to time the specifications of goods supplied by Global may be changed by Global’s suppliers of the goods. Global will endeavour to inform you if the specifications of the goods change to a material extent.
- From the time of placing an order (including forward orders), you are obliged to accept and pay for the goods and/or services in accordance with these terms and conditions and: a) a cancellation, or alteration, of the order by you for any reason (other than as permitted by clause 5.h; or b) any delay in delivery of the order by Global pursuant to clause 5.i, shall not discharge this obligation to accept the goods or services and make payment.
- Where Global cancels an order pursuant to clause 10.a or clause 5.m, you must pay Global an amount equal to the price that would have been payable to Global for the goods and/or services and you agree that this amount is a genuine pre-estimate of the loss that Global is likely to suffer as a result of the cancellation.
- Alternatively (at Global’s absolute discretion), where an order is cancelled or altered by you, delayed in delivery pursuant to clause 5.i, or cancelled by Global pursuant to clause 10 or clause 5.m, Global may agree that instead of you fulfilling your obligations set out in clause 5.e or 5.f (as applicable) you may instead pay to Global a restocking fee equal to 50% of the relevant order value.
- Subject to clause 5.i, Global shall use its reasonable endeavours to ensure that the goods are available within the time frame requested by you, but shall not be liable for any loss or damage caused by any delay. You shall only be entitled to reject the goods or cancel the order by reason of any delay if the delivery of the goods is delayed by more than 70 days after the agreed delivery date and where the delay is not the result of Global’s action under clause 5.i or force majeure as set out in clause 13.
- In the event that any payment due to Global by you is overdue, then Global may (without any liability to you) choose to delay delivery of any goods or services that have been ordered by you but not yet delivered to you, despite the fact that Global has previously accepted the order and or received payment for these goods or services. Global shall not be liable to you (whether under this contract, in tort, statute, equity or otherwise whatsoever) for any loss, damage, costs or expense whatsoever (including without limitation, legal costs, any consequential, indirect or special loss, loss of profits or revenue, loss of bargain, additional expense incurred to work around a failure to supply, or loss of opportunity) incurred by you as a result of Global doing this.
- Responsibility for delivery of the goods shall be as agreed by the parties.
- Subject to the provisions of any specific terms and conditions relating to the delivery of the goods to you, if Global is responsible for delivery of the goods, Global shall be responsible for any loss or damage to the goods in transit and delivery of the goods shall be deemed to take place upon arrival of the goods at your premises.
- If you are responsible for delivery, you are responsible for any loss or damage to the goods in transit and delivery of the goods shall be deemed to take place at the time the goods leave the premises of Global (or Global’s supplier if they are being delivered directly to you.
- Global has the right to deliver goods by instalments. Failure by Global to deliver any instalment will automatically be deemed to be a back order and will not entitle you to cancel the balance of the order. If you fail to take delivery of any instalment (except as agreed in advance with Global), Global may cancel the balance of the order.
- Global is entitled to charge, and you must pay, Global’s costs and expenses associated with handling and/or holding any goods in the event of Delayed Delivery and Global’s costs and expenses of any Frustrated Delivery. For the purposes of this clause “Delayed Delivery” means where you are not able to take delivery of the goods within 7 days from the date on which you are notified that the goods are ready for collection and “Frustrated Delivery” is where Global attempts to deliver the goods to you at an agreed place and time and you are unable or unwilling to take delivery of the goods.
- You agree that delivery of the goods is deemed to occur at the kerbside or the nearest practicable place for a delivery vehicle to unload the goods (which is at the sole discretion of Global) at your nominated delivery address. If delivery is to be arranged by Global this includes the transportation of the goods to the address nominated by you and unloading of the goods from the delivery vehicle directly adjacent to the vehicle (for the avoidance of uncertainty this means no further than 4mtrs from the vehicle) and expressly does not include additional staff or any movement of the goods from the kerbside, unboxing or installation or commissioning of any goods; unless agreed to in writing prior to the goods being delivered.
- Should a delivery vehicle be delayed in the process of unloading the goods for any reason outside of the control of Global you agree to pay Global it’s costs in relation to the delay.
6. ACCEPTANCE OF GOODS
You must promptly unbox and inspect the goods upon delivery and must within 72 hours from the time of delivery give written notice to Global of any claim that the goods are not strictly in accordance with these terms and conditions or your order. Except where you are a Consumer, if you fail to give such notice, then to the extent permitted by law, the goods shall be deemed to have been accepted by you and you shall pay for the goods in accordance with these terms and conditions.
7. RISK AND RETENTION OF TITLE
- Until full payment in cleared funds is received by Global for all goods supplied by it to you, as well as all other amounts owing to Global by you under any other contract, legal title and property in all goods supplied under this contract remains vested in Global and do not pass to you.
- Risk passes to you upon delivery of the goods to you.
- Except to the extent otherwise required by law, all returns of goods where there has been no breach of either: (a) these terms and conditions; and (b) an applicable Consumer Guarantee, must be approved in advance and in in writing by Global which will set out the location the goods are to be returned to along with any other prerequisite conditions (Approved Returns). Global reserves its absolute discretion to accept or reject requests for return of goods where Global is not in breach of either: (a) these terms and conditions; or (b) an applicable Consumer Guarantee. Approved Returns must be freight prepaid.
- Global will credit Approved Returns only if they are in saleable condition (as reasonably determined by Global upon return and then only upon conditions acceptable to Global and at your entire cost and provided the goods are and remain sealed in a manner in which they were delivered and accompanied by documentation showing:
a) customer name, address and account number;
b) invoice number; and
c) the reason for return and copy of approval issued by Global.
- Approved Returns are at your risk as to loss or damage until such time as the goods reach Global’s place of business or it’s nominated suppliers place of business
9. CLAIMS AND LIMIT OF LIABILITY
- Our goods usually come with warranties from the manufacturer / supplier. Your rights under these warranties are governed by the specific terms of that warranty. Global has no liability to you in respect of such warranties.
- Except where you are a Consumer, Global is not liable for any loss (including special, indirect or consequential loss, loss of profits or revenue, loss of business, loss of reputation, loss of goodwill, loss of opportunity arising or loss caused by the negligence of Global suffered or incurred by you in connection with any act or omission of Global.
- In respect of goods supplied under these terms and conditions, subject to clause 2, if you are a Consumer the liability of Global for loss, however caused (including by the negligence of Global), suffered or incurred by you because of a failure to comply with a Consumer Guarantee is limited to Global (at its election):
a) replacing the goods or supplying equivalent goods;
b) repairing the goods;
c) paying the cost of replacing the goods or of acquiring equivalent goods; or
d) paying the cost of having the goods repaired.
- d. In respect of services supplied under these terms and conditions, subject to clause 2, if you are a Consumer the liability of Global for loss, however caused (including by the negligence of Global), suffered or incurred by you because of a failure to comply with a Consumer Guarantee is limited to Global (at its election):
a) resupplying the services; or
b) paying the cost of having the services re-supplied.
- Subject to clause 2, nothing in these Terms and Conditions shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Australian Consumer Law) which cannot by law be excluded, restricted or modified.
- Global may, at its option, cancel any order for goods and/or services placed by you:
a) immediately by notice in writing, if you breach these terms and conditions; or
b) immediately by notice in writing in the event that any payment due to Global by you is overdue;
c) immediately by notice in writing if you suspend payments of your debts generally, are or become unable to pay your debts when they are due, an application or order is made for your winding up or dissolution or a resolution is passed or any steps are taken to pass a resolution for your winding up or dissolution, or you are placed under official management, or a receiver, or a receiver and manager, or an administrator (or similar official) is appointed in respect of you; or
d) immediately by notice in writing, if you cease carrying on business or Global believes that you will do so.
- Global shall not be liable to you (whether under this contract, in tort, statute, equity or otherwise whatsoever) for any loss, damage, costs or expense whatsoever (including without limitation, legal costs, any consequential, indirect or special loss, loss of profits or revenue, loss of bargain, loss of reputation or goodwill, additional expense incurred to work around a failure to supply, or loss of opportunity) incurred by you as a result of Global cancelling any order pursuant to clause 10.a.
- Clauses 6,7,8,9, 10, 11,12 and 13 survive termination of this Agreement.
- Termination of this Agreement or the terms of credit will be without prejudice to any accrued right or remedy of a party in relation to any breach of, or default under, this Agreement or the terms of credit by the other party occurring prior to termination.
11. OTHER TERMS AND CONDITIONS
- Clause 11.b shall not apply if you are a Consumer.
- Subject to clause 11.a, these terms and conditions supersede and exclude all prior and other discussions, representations (contractual or otherwise) and arrangements relating to the supply of the goods and services including, but not limited to, those relating to the specifications and performance of the goods or services or the results that ought to be expected from using the goods or services.
- You acknowledge that separate terms and conditions relating specifically to the delivery of the goods by Global (“Delivery Terms and Conditions”) may apply in addition to these terms and conditions. In the event of any conflict between the provisions of the Delivery Terms and Conditions and these terms and conditions, the Delivery Terms and Conditions shall prevail.
- These terms and conditions may only be varied: (i) if agreed by the parties in writing; or (ii) by global giving notice to you in writing. If these terms and conditions are varied by Global giving notice to you in writing, the amended terms and conditions shall only apply to orders accepted by Global after the date of variation.
- Each of the rights and remedies available to Global as set out in these terms and conditions shall be in addition to, and shall not derogate from, any other rights and remedies available including, without limitation, under contract, in tort, under statute, in equity or for specific performance.
You must pay to Global all reasonable costs, charges and expenses (including legal fees on a full indemnity basis) incurred by Global, its legal advisers, mercantile agents and others in connection with any failure by you to comply with these terms and conditions, the recovery of monies owed or the re-possession of any goods.
13. FORCE MAJEURE
Global will not be, or deemed to be, in default or breach of any contract or these terms and conditions as a result of the effects of force majeure. Force majeure will include any cause beyond the reasonable control of Global (such as, without limitation, an act of God, fire, explosion, unusual or extreme weather conditions, terrorism, war, civil disturbance, industrial action, actions or failures by third party suppliers, power cuts, internet failures, technical failures or issues, cable damage, cyber-attack, viruses, malware or security breach). Global will not be liable for any loss incurred as a result of delay or failure to meet an order or to observe the terms of these terms and conditions due to the effects of force majeure.
14. GENERAL PROVISIONS
- These terms and conditions shall be governed by the laws of the State of Queensland and Global and you submit to the non-exclusive jurisdiction of the Courts of that State.
- No waiver by Global of any breach of these terms and conditions by you shall operate as a waiver of another breach of the same or of any other term by you.
- You acknowledge that neither Global nor any person purporting to act on its behalf has made any representation or given any promise or undertaking which is not expressly set out in your order or these terms and conditions in relation to the fitness of the goods for any particular purpose or in relation to any services provided by Global or any other matter.
- Any provision of these terms and conditions which is invalid or unenforceable in any jurisdiction is to be read down for the purpose of that jurisdiction, if possible, so as to be valid and enforceable, and otherwise shall be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of these terms and conditions or affecting the validity or enforceability of that provision in any other jurisdiction.
- The provision of numbering lettering and labelling of clauses in these terms and conditions is for convenience sake only and have no effect in relation to the meaning or effect of the terms and conditions
- The singular shall include the plural and vice versa
- Words importing any gender shall include the other gender
- A certificate signed by the finance director of Global for the time being absent any demonstrated error or omission setting out the facts in relation to any matter including but not limited to amounts owing or payable from time to time to Global in respect of any sale of goods or services to you or on any account whatsoever as at the date or dates set out in such certificate shall in all courts and at all times be prima facie evidence of the facts therein stated.
- Time is of the essence in regards these terms and conditions.
- Global may assign its rights under these terms and conditions.
- You may assign your rights under these terms and conditions with prior written consent of Global.
- If any provision of these terms and conditions is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of these terms and conditions or affecting the validity or enforceability of that provision in any other jurisdiction, unless it materially alters the nature or material terms of these terms and conditions
15. USE AND DISCLOSURE OF CREDIT INFORMATION
- To form decisions as to whether to provide you, or any entity associated with you, with credit, to accept you as a guarantor or to provide credit to a person or entity for which you might act as a guarantor
- To make assessments relating to your credit worthiness which are used in Global’s ongoing decision-making processes regarding the provision of credit and the amount of such credit
- To participate in the credit reporting system and to provide information to credit reporting bodies in certain circumstances, including where you consent to the disclosure, where you fail to meet payment obligations in relation to credit provided by Global or if in Global’s opinion you have committed a serious credit infringement (for example, if Global reasonably believes there has been any fraud related to credit provided to you or if Global has, in certain circumstances, been unable to contact you after a default has occurred in your credit payments)
- To assist you or any of your associated entities to avoid defaulting on credit-related obligations owed to Global or to other credit providers
- To undertake debt recovery and enforcement activities, including in relation to guarantors, and to deal with serious credit infringements related to credit provided or amounts owed to Global
- To deal with complaints and meet legal and regulatory requirements
- Where permitted in accordance with applicable privacy regulation, to assist other credit providers to do any of the above
- Credit reporting bodies are able, under applicable privacy regulation, to handle personal information relating to credit. If Global provides your credit information to any credit reporting body, that credit reporting body may include your credit information in reports provided to other credit providers to assist such other credit providers to assess your credit worthiness. Some of your credit information that we provide to a credit reporting body or bodies may reflect adversely on your credit worthiness and this may negatively impact your ability to obtain credit from other credit providers.
- All notices to be given under these terms and conditions must be in English, legible and in writing and sent by personal delivery, registered mail or courier to the address of the relevant party provided that:
- Any notice sent by registered mail must be acknowledged as having being received by the receiving party at the relevant address by signing for the registered mail item, and is taken to be delivered (in the absence of evidence of earlier receipt) three days after posting
- Any notice sent by courier will be deemed (in the absence of evidence of earlier receipt) to have been delivered three days after dispatch and in proving the fact of dispatch, it is sufficient to show that the envelope containing that notice was properly addressed and conveyed to the courier service for delivery by courier.
- Any notice sent by personal delivery must be acknowledged by the receiving party by signing and dating a copy of the notice by noting the date time and printing their name below their signature
- If a notice is delivered after 5.00pm it shall be deemed to have been received on the next business day
- In these terms and conditions, notices include any approvals, consents, instructions, orders, directions, statements, requests and certificates or other communication to be given under these terms and conditions
- Either party may by three day’s notice to the other party change its delivery address or addressee for the receipt of notices.
In these terms and conditions:
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of the applicable Fair Trading Act (QLD);
Consumer has the meaning given to it in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
Consumer Goods means goods of a kind ordinarily acquired for personal, household or domestic use or consumption, as that expression is used in section 3 of the Australian Consumer Law;
Consumer Guarantee has the meaning given to it in section 3 of the Australian Consumer Law;
Consumer Services means services of a kind ordinarily acquired for personal, household or domestic use or consumption, as that expression is used in section 3 of the Australian Consumer Law, GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth);
Title Guarantee means a guarantee pursuant to any of section 51, 52 or 53 of the Australian Consumer Law.