Terms and Conditions
1. Definitions
1.1 In these Terms and Conditions to supply goods and/or services:
1.1.1 “Buyer” means the person, firm or company having signed this document;
1.1.2 “Seller” means Port of Brisbane Locksmiths Pty Ltd;
1.1.3 “Parties” means the buyer and seller collectively;
1.1.4 “Property” means motor vehicle, house, commercial premises, or the like;
1.1.5 “Goods” means the goods and/or services supplied to the buyer at the buyer’s request.
1.1.6 “Price” shall mean the cost of the Goods as agreed between the Port of Brisbane Locksmiths and the Buyer subject to Clause 3 of this Agreement.
2. Interpretation
2.1 The Parties agree that:
2.1.1 These Terms and Conditions incorporate the whole of any negotiations between the Parties in relation to the supply of goods and/or services, with any variation to same after the conclusion of the negotiations to be in writing and signed by both Parties;
2.1.2 The Parties agree that the supply of goods and/or services by the Seller to the Buyer are subject to and conditional upon these Terms and Conditions and further, the Parties agree that all conditions of sale implied by law or Statute are hereby specifically excluded and negatived by this Agreement as far as it is lawful to do so;
2.1.3 If any provision herein is void, illegal or otherwise unenforceable, then the Parties will amend such provision so as to achieve the intention of the Parties without the illegality, or the said provision may be severed from these Terms, at the discretion of the Seller, and in doing so, the validity, existence, legality or enforceability of the Agreement and remaining provisions shall not be affected, prejudiced or impaired;
2.1.4 This Agreement is deemed to have been made in the State of
Queensland and the Parties agree that any dispute shall be heard by a Court with competent jurisdiction within Queensland, with such Court being located closest to the Seller’s business premises.
3. Price and Payment
3.1 At the Seller’s discretion, the price of the goods will be as indicated on the invoice provided by the Seller to the Buyer.
3 .2 Time is of the essence for payment for the supply of the goods and/or services by the Seller and payment for same must be made immediately upon provision of the invoice, with the said invoice being provided to the Buyer immediately prior to delivery or installation.
3.3 If payment is not received by the Seller immediately upon provision of the invoice, then the Seller will be entitled to recover from the Buyer:
3.3.1 The amount of the invoice;
3.3.2 Interest having accrued on the amount outstanding for the said invoice, from the date the invoice was provided to the Buyer until the date of payment, with such interest being calculated at 10% per annum, compounding daily,
3.3.3 All collection costs incurred by the Seller including legal expenses on a Solicitor and client basis and any collection commissions payable.
4. Time and Title
4.1 The parties agree that:
4.1.1 Risk of the goods will pass immediately upon supply;
4.1.2 Title to the goods will only pass to the Buyer once the Buyer has paid for the goods, in full, inclusive of any interest, collection costs or other expenses imposed by this Agreement.
5. Retention of Title
5.1 The Parties agree that while title to the goods is not passed to the Buyer, the Buyer will hold those goods as Bailee and thereby:
5.1.1 Owes the Seller duties and liabilities as Bailee;
5.1.2 Will not attempt to convey title to the goods to any third party unless otherwise agreed by the Seller in writing;
5.1.3 Must not prevent the Seller from entering the Buyer’s premises or the premises of its associates to take possession of the goods in the event of non-payment
5.2 The Seller is immediately entitled to take possession of the goods if title has not yet transferred to the Buyer, in the event of the Buyer:
5.2.1 Committing an act of bankruptcy;
5.2.2 Being wound up, placed into receivership or administration;
5.2.3 Entering into an arrangement for the benefit of its creditors,
5.2.4 Being in breach of any terms of this Agreement.
5.3 The Buyer will indemnify the Seller for any claim made by any third party against the Seller as a result of the Seller having taken possession of the goods.
5.4 If the Buyer sells the goods in contravention of this Agreement, then the Buyer:
5.4.1 Must hold the proceeds of the sale on Trust, as agents for the Seller, immediately once said funds are received; and
5.4.2 Must pay the proceeds of the sale of the goods into a separate bank account as Trustee for the Seller.
5.5 Notwithstanding the provisions of clause 5 herein, the Seller is entitled to maintain an action against the Buyer for the outstanding invoice, accrued interest and all other costs associated with such action.
6. Clients Disclaimer
6.1 The Buyer hereby disclaims any right to rescind or cancel the Agreement or to sue for damages or to claim restitution arising out of any misrepresentation made to the Buyer by the Seller and the Buyer acknowledges that the goods are bought relying solely on the Buyer’s skill and judgment.
7. Defects
7.1 The buyer will have seven (7) days from the date upon which it was presented with the invoice for the said goods, to inspect the goods and notify the Seller, in writing, as to any defects. The Buyer will give the Seller the opportunity to inspect the allegedly faulty goods after the date of written notification.
7.2 After the Seller has inspected the goods it will either:
7.1.1 Deny the goods are defective;
7.1.2 Confirm the goods are defective; and
7.1.2.1 Confirm the goods are covered by a manufacturer’s warranty in which case Clause 8.3 herein will apply; or
7.1.2.2 Will agree to remedy the defect under Clause 8.4 herein.
7.2 The Seller’s liability is confined to Clause 7.2 and will not extend to any other claims for loss or damage occurring in respect of the supply of the goods.
7.3 If the Buyer should fail to strictly comply with Clause 7.1 herein, then the goods shall be conclusively deemed to have been supplied in accordance with these Terms and Conditions and be free of any defect or damage.
7.4 Port of Brisbane Locksmiths will not accept the return of goods for credit.
7.5 Where the buyer has left any item with the Seller for repair, modification, exchange or for Port of Brisbane Locksmith to perform any other service in relation to the item and the Seller has not received or been tendered the whole of the price, or the payment has been dishonoured, the Seller shall have:
7.5.1 A lien on the item;
7.5.2 The right to retain the item until full payment is received;
7.5.3 A Right to sell the item without notice
7.6 Any lien taken against the said item shall continue notwithstanding the commencement of proceedings or judgment for the price having been obtained.
8 Warranty and Limitation of Liability
8.1 The Buyer has satisfied itself as to the suitability of the goods for the purpose for which they are required by the Buyer and the Seller shall not be liable for any loss or damage, direct or indirect, should the goods not be suitable for that purpose.
8.2 Except as provided herein, all express and implied warranties, guarantees and conditions under Statute or general law as to merchantability, description, quality, suitability or fitness of the goods for any purpose, or as to design, assembly, installation, materials or workmanship or otherwise is expressly excluded and the Seller shall not be liable for any physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, layer, assembly, installation, operation of the goods or arising under the Seller’s negligence in any way whatsoever.
8.3 In the event that the goods are deemed defective and are covered by a manufacturer’s warranty, the Seller shall submit said goods to the manufacturer, but the Buyer will indemnify the Seller for any costs incurred by the Seller in the said warranty claim process.
8.4 The Seller’s liability for breach of a conditional warranty implied by any laws is limited to.
8 4.1 The replacement of the goods or supply of equivalent; or
8.4.2 The repair of the goods; or
8.4.3 The payment of the costs of replacing the goods or of acquiring equivalent goods; or
8.4.4 The payment of having the goods prepared.
9 General
9.1 The Seller may license or sub-contract all or any part of its rights and obligations under this Agreement without the Buyer’s consent.
10 Buyer’s Acknowledgement
10.1 In the event that the Buyer has requested the Seller to gain entry to any property the Buyer:
10.1.1 Hereby confirms that it has a lawful right to gain access to the said property;
10.1.2 Acknowledges that the property may be damaged by the Seller gaining access to the said property and the Buyer voluntarily assumes the risk of that damage; and
10.1.3 Hereby authorises the Seller to access the said property.
10.2 The Buyer further agrees to hereby indemnify and forever keep indemnify the Seller against all claims, demands, damages, penalties, costs, charges and expenses to which the Seller may become wholly or partially liable with regards to the supply of the goods whether or not by virtue of any negligence on behalf of the Seller or the Seller’s agents.
10.3 The Buyer has read all the above Terms and Conditions and agrees to be bound by same.