Thanks for using our services ("Services"). The Services are provided by Supply Today Pty Ltd, contact at PO Box 1866, North Ryde NSW 2113, Australia.
By using our Services, you are agreeing to these terms. Please read them carefully.
All surveys, reports, forecasts and recommendations in any requested/required reports or plans are made in good faith upon the basis of information available at the time.
Achievement of the objectives will depend upon the effective cooperation of the client's staff.
Notwithstanding anything herein contained neither Supply Today nor its servants or agents will be liable for any loss or other consequences whether or not due to negligence of employees, servants or agents arising out of the services rendered.
Supply Today Pty Ltd is committed to observed confidentiality in total accordance with expressed whishes of the client.
Offers and Acceptance
Any quotation made by the Company is not an offer to sell or provide goods or services and no order given in pursuance of any quotation shall bind the Company until accepted by it in writing or by the commencement of the supply or provision of goods or services.
Unless otherwise agreed in writing all orders are subject to acceptance by the Company within seven days of receipt by the Company of the Purchaser's order and these terms and conditions shall be deemed to be incorporated in any agreement between the Company and the Purchaser.
Any terms and conditions contained in any order, offer, acceptance or other document of the Purchaser and all representations, statements, terms, conditions and warranties (whether implied by statute or otherwise) not embodied herein are expressly excluded to the fullest extent permitted by law.
This is a contract between YOU and US
These are the terms on which we will sell the goods and supply the Services, unless we have specifically agreed in writing other terms with you.
The terms of this Contract cannot be waived or varied.
We and any subcontractor may subcontract part or all of our obligations on any terms.
Unless otherwise expressly agreed in writing the price of the goods or services shall be that price charged by the Company at the date of delivery plus the amount which the Company is required to pay on account of an excise, or goods and service taxes or any other taxes or charges which may be established or levied by any governmental authority (domestic or foreign) upon the goods or any part thereof, or the manufacture, use, sale of or delivery thereof.
2.1 Our charges are based on the actual Goods and Services supplied.
2.2 Our charges are earned:
(a) for Services, when we commence supplying the Services;
(b) for Goods, on delivery of the Goods or such date that the Goods was ready and available for delivery by us or such date as provided in any proposal.
2.3 You must pay:
(a) the charges at the current rates relating to the Goods and Services supplied prior to delivery which will be within 7 days after the date of invoice;
(b) our costs of delivery (if any) under paragraph 6.3;
(c) all duties and taxes under paragraph 2.7;
(d) any costs we reasonably incur if you delay delivery, installation or commission if required as part of the Contract.
2.4 Unless you give us written notice within 7 days after the date of an invoice that any details are disputed, the invoice is conclusive of all details specified in that invoice.
2.5 The current rates for Goods and Services are those rates set out in this document or the rate(s) subsequently notified by us to you from time to time, which take effect on the day of notification.
2.6 We retain title in the Goods until all amounts due under this Contract for the Goods are paid.
You must do everything necessary to maintain our title and right to possession of the Goods until all amounts due are paid. At any time prior to payment in full by you for any Goods we shall be entitled to enter your premises and retake possession of the relevant Goods.
2.7 You are responsible for all duties and taxes (including without limitation, stamp duty and GST) in respect of this Contract and you must pay such amounts on demand. As a consequence, we may increase the amount payable by you under this Contract by the amount of any such tax or duty.
3. Your Promises
3.1 Your promises are important to us. You promise us and the persons referred to in paragraph 4 that:
(a) you have accurately completed all details overleaf (if completed by you) and complied with all instructions on the front and back of this Contract and on any accompanying material;
(b) all information provided by you is correct;
(c) you will not sue any of the persons referred to in paragraph 4 for any loss or damage arising in connection with this Contract;
(d) you have inspected the Goods and have found it satisfactory for your purposes in all respects, or if you have not inspected the Goods, you have been given adequate opportunity to inspect the Goods and are deemed to have inspected the Goods and found it to be satisfactory for your purposes in all respects;
(e) other than as set out in our proposal you do not in any way rely on any statements or representations made by us as to the condition or suitability of the Goods for any purpose.
4. Who this contract benefits
You agree that:
(a) our employees, agents and subcontractors and their employees, agents and subcontractors have the benefit of this Contract (in particular paragraphs 3.1 and 9) as if they were parties to it, and
(b) we hold that benefit on trust for them and can, if requested by them, enforce it on their behalf.
5. The Goods
5.1 You must ensure that no identifying mark on any Goods is removed, defaced or obliterated in any way.
5.2 The Goods is for your warehouse only and if provided in our proposal at only one location.
6. Delivery of Goods
6.1 Any delivery date or time we provide you is an estimate only. We are not liable to you for any loss caused by delivery after the estimated date or time. Notwithstanding late delivery you remain liable to pay our charges under this Contract.
6.2 Subject to our proposal delivery occurs when the Goods leaves our Premises, by either you (or your agent) collecting the Goods or by us (or our agent) arranging the delivery of the Goods at your request.
6.3 Without affecting the application of paragraph 6.2, if you direct us to deliver the Goods:
(a) you must specify the address for delivery; and
(b) we may effect delivery at the specified address by either:
(i) obtaining a signed delivery docket for the Goods; or
(ii) if the place of delivery is unattended or delivery cannot be effected at that place, by leaving the Goods at that place.
7. Our Services
(i) We will provide our services to you in a professional manner using reasonable care and skill.
(ii) We retain all the intellectual property rights, including copyright in any material whether written in hard copy (including all plans, specifications, layouts or drawings) or electronically, and we hereby agree that you shall be entitled to use such material but only for the purpose it was intended in accordance with this Contract.
8.1 You are in breach of this Contract if:
(a) you fail to make a payment within 7 days after it becomes due;
(b) you fail to comply with any term of this Contract;
(c) any steps are taken to have you declared bankrupt or wound up, or any similar process is commenced; or
(d) legal process is threatened or commenced or a right under any encumbrance is exercised against the Documents;
8.2 We may immediately terminate this Contract in writing if you are in breach. You must then immediately pay us all amounts due under this Contract:
8.3 On termination you must immediately return the Goods if you have not obtained title in accordance with our directions. If you do not return the Goods as required we may take possession of the Goods by entering your premises and removing it.
8.4 A demand for payment of outstanding charges shall not constitute a notice of termination unless it specifically says so. Until we issue you with a notice of termination, all your obligations under this Contract shall continue, including your obligation to pay all our charges.
9.1 We and the persons referred to in paragraph 4 are not liable for any delay, loss or damage caused by:
(a) your failure to keep any of your promises;
(b) any unreasonable request made by you;
(c) your use of the Goods;
(d) any act or omission of any person outside our control; and
(e) fire, flood, drought, storm, lightning, act of God, peril of sea or air, explosion, sabotage, accident, embargo, labour dispute or shortage, civil commotion, act of war or war or any event or occurrence outside our reasonable control.
(f) If paragraph 9.1 does not apply, our liability and the liability of the persons referred to in paragraph 4 (in either case whether arising in contract, bailment, negligence or in any other way) for:
(g) a breach of this Contract a breach of duty as bailee or negligence - is limited to us refunding the amount paid by you for the Services or the Goods in respect of which the breach occurred;
(h) a breach of any non-excludable condition (other than one implied by s69 of the Trade Practices Act) - is limited, at our option, to re-supplying, replacing or repairing the Goods, paying the costs of re-supplying, replacing or repairing the Goods or re-supplying, or paying the costs of re-supplying, the Services in respect of which the breach occurred;
(i) technical or promotional information, any other material provided by us in relation to the Goods or advice relating to the use of the Goods - is nil;
(j) any other services we provide to you including the provision of manuals, guides, workplace plans, or operating procedures - is nil;
(k) any risk management assessment undertaken by us and any report as to changes in operating procedures - is nil.
9.2 We have the benefit of these exclusions and limitations of liability even if any loss or damage arises from a wilful, deliberate or unauthorised act or omission by us or any of the persons referred to in paragraph 4.
9.3 Except for liability referred to in paragraph 9.2(b) you indemnify us (and the persons referred to in paragraph 4) against:
(a) any loss, destruction or damage to the Goods;
(b) any loss, damage or claim (including costs) arising from your use of the Goods;
(c) any use of the Goods by any other person;
(d) any other loss or damage consequent on, or arising in connection with, your breach of this Contract;
(e) any loss or damage consequent on, or arising in connection with, our actions under paragraph 6; and
(f) any liability, loss or damage to any third party consequent on, or arising in connection with, this Contract.
9.4 You must have appropriate insurance to cover your liability under the indemnities in paragraph 9.4. You must provide us with a copy of such insurance, if requested.
10. Notify promptly if you have a claim
10.1 If you think we are liable to you, you must:
(a) Notify us immediately; and
(b) Send your written notice of claim to us within 14 days of becoming aware of the potential claim.
10.2 If we do not receive a written notice from you within that time, we will have no liability to you. Notwithstanding your claim, you remain liable to pay our charges under this Contract.
10.3 We will have no liability to you, even if you give us written notice within that time, if you do not commence legal proceedings against us within 6 months of becoming aware of the potential claim.
11.1 Any provision of this Contract that is unenforceable is severed to the extent of the unenforceability and does not affect any other provision of this Contract.
11.2 No variation of this Contract shall be effective unless it is in writing and signed by both parties. In our case for a variation to be effective, it must be signed by one of our executive officers.
11.3 Except to such extent only as is required by law, you shall not disclose the subject matter or terms of this Contract or any proposal or quotation associated directly or indirectly with the Contract, the charges under this Contract or any confidential or proprietary information or intellectual property disclosed to you, without our prior written approval.
11.4 You are bound by this Contract during any trial period in which we make available to you Goods or Services.
12.1 Notices under this Contract must be:
(a) in writing (including writing in electronic format);
(b) addressed to a party's last known address (including e-mail address); and
(c) left at or sent by post, facsimile or e-mail to that address.
12.2 A notice in accordance with paragraph 12.1 will be taken to have been received:
(a) if delivered by hand to the address - on the date of delivery;
(b) if sent by post - 3 working days after posting;
(c) if sent by facsimile and the transmitting facsimile machine records a successful transmission -
(i) during business hours on a working day - on that day;
(ii) outside business hours on a working day or on a non-working day - on the next working day;
(d) if sent by e-mail which is not returned and marked undelivered -
(i) during business hours on a working day - on that day;
(ii) outside business hours on a working day or on a non-working day - on the next working day.
In this Contract:
Contract means this agreement between you and us.
Goods means products or software provided.
GST means a tax payable on a supply of goods, services or other things under this Contract.
Customers who are exempt from Goods Services Tax must provide a Goods Services Tax exemption number with every purchase order.
Premises means designated premises of Supply Today Pty Limited.
Services means all services supplied by us under this Contract including, goods, advice or consultancy in relation to the Services provided.
us, our, we, or any other personal pronoun in the first person means Supply Today Pty Ltd (ABN 33 081 861 770).
This agreement shall be subject to the provisions of the Trade Practices Act 1974 and any statutory amendment or re-enactment thereof for the time being in force.
Unless otherwise inconsistent with the context the word "person" shall include corporation, "company" shall mean Supply Today Pty Ltd and its agents, servants and employees, and any of its subsidiaries as defined in section 7 of the Companies Act and Codes (if such subsidiary is named as the party making or accepting the order), "goods" shall include services, and "Purchaser" shall mean and include the person to whom any quotation is made and shall include any person offering to contract with the company on these terms and conditions. Words importing the singular number shall be deemed to include the plural and vice versa. Words importing the male gender shall be deemed to include the female and neuter gender and vice versa.