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STANDARD PROMOTION OR COMPETITION RULES:
Definitions:
‘KNZ’ means all companies in the Coventry Group NZ Ltd including but not limited to Konnect, GHL, Artia and all brands and operating businesses by or associated with those entities.
The ‘promoter’ is KNZ.
‘Disqualified Participants’ are:
‘Immediate Families’ includes spouses, grandparents, parents, children and grandchildren, weather by marriage, past marriages, remarriage, adoptions, co-habitation or other family extension.
Entry
Winning the Prize
KNZ Responsibility
Acceptance
TERMS AND CONDITIONS OF SALEWe supply all goods to you subject to these terms and conditions.
In these Terms and Conditions unless the context otherwise requires: (a) a reference to a party includes a reference to the party's successors and permitted assigns and any person claiming under or through the party; (b) every agreement or obligation expressed or implied in this Deed by which two or more persons agree or are bound shall bind such persons jointly and each of them severally; (c) a reference to a group of persons includes a reference to all of them collectively, any two or more collectively and each of them individually; (d) "ACL" means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) as amended. (e) “Applicant” means the party or parties defined as the Applicant in the Credit Application.; (f) “Agreement” means the agreement constituted by the acceptance of this Credit Application (including the Terms and Conditions) by CGL; (g) “Authorised Representative” means CGL’s Group Credit Manager or such person as may be authorised by the Group Credit Manager from time to time; (h) “CGL” means Coventry Group Limited (ABN 37 008 670 102) (ACN 008 670 102) which is the proprietor of the trading Coventry Fasteners, Konnect, Cooper Fluid Systems, and Artia; (i) “Conditions”/“Terms”/“Terms and Conditions” means these Trading Terms and Conditions forming part of the Agreement; (j) "consumer" is as defined in the ACL and in determining if the Applicant is a consumer, the determination is made if the Applicant is a consumer under the Agreement. (k) "goods" means goods supplied or ordered under this Agreement (l) “GST” means the goods and services tax as imposed by the GST Law together with any related interest, penalties, fines or other charge. (m) “GST Law” has the meaning given to that term in A New Tax System (Goods and Services) Act 1999 (Cth) as amended. (n) “including” and similar expressions means “including, but not limited to”; (o) “Maximum Credit Limit” means the sum referred to in paragraph 3.1 of the Conditions which is the aggregate maximum credit limit to be extended to the Applicant by CGL. This, however, does not limit the liability of the Applicant and Guarantors to CGL. (p) “Person” includes an individual, the estate of an individual, a body politic, a corporation, an association (incorporated or unincorporated) and a statutory or other authority. (q) “Payment” means any amount payable under or in connection with a Quotation or Sales Invoice including any amount payable by way of indemnity, reimbursement or otherwise (other than GST) and includes the provision of any non-monetary consideration. (r) "PPSA" means the Personal Property Securities Act 2009 (Cth) as amended. (s) “Purchase Price” means the price for the goods or services set out in the relevant Quotation or Sales Invoice. (t) “Quotation” means the form of quotation submitted by CGL to the Applicant in which these Terms are deemed to be incorporated. (u) “Sales Invoice” means the sales invoice issued by CGL to the Applicant in which these Terms are or are deemed to be incorporated. (v) "services" means services supplied by CGL to the Applicant. (w) “Special Goods” means any goods which are, at the Applicant’s request, embellished, embroidered, printed, machined, cut-to-size or specifically ordered for the Applicant.
1.1 By placing an order with us, you accept these terms and conditions,despite anything stated to the contrary on your order, terms and conditions of purchase or similar document.
2.1 All orders will be filled at prices quoted by us in writing or otherwise current at the date of delivery of the goods. Prices are subject to change without notice. 2.2 Unless stated otherwise, all prices are exclusive of GST or other taxes payable on goods supplied or on any amount payable under clause 7, freight costs, insurance charges and maintenance costs. You must pay all of these taxes and charges unless we agree otherwise with you in writing.
3.1 Payment is due in cash at the time you place an order with us for the goods, unless we have previously agreed to supply you on trade terms. 3.2 Where we have agreed to supply you on trade terms, payment is due on the 20th of the month following the date of invoice. 3.3 You must make payment of all amounts owing to us without any set-off or deduction.
4.1 Dates given for delivery are stated in good faith but are not to be treated as a condition of the sale. If delivery of the goods is delayed for any reason at all, we will not be responsible or liable in any way to you or any other party for loss suffered due to the delay. 4.2 We may make delivery by instalments and may cancel delivery of the goods or any instalments of the goods without limiting or affecting our rights to recover all money you owe us for deliveries already made. 4.3 Where you do not take delivery of the goods by the delivery date specified or any later date we agree on, you must pay reasonable storage costs until you take delivery of the goods. We will determine the costs of storage and may invoice you. 4.4 We will not accept any claim for discrepancy in orders unless you make written claim to us within 48 hours of delivery 4.5 Delivery by us to a carrier will be deemed to be delivery to you.
5.1 If you are a consumer under the Consumer Guarantees Act 1993 and you have not contracted out of that Act under clause 6.1 of these terms and conditions, you may have certain rights under that Act, and nothing in these terms and conditions limits those rights.
6.1 Where this agreement would otherwise be subject to the Consumer Guarantees Act 1993 (“Act”), and you are acquiring the goods for business purposes as defined in the Act, you agree that you are acquiring the goods for business purposes and that the Act does not apply to the supply of the goods to you. 6.2 Where you supply goods to one of your customers and the supply of goods to that customer would otherwise be subject to the Act, and the customer acquires or holds him or herself out as acquiring the goods for business purposes as defined in the Act, then you warrant that you will obtain the written agreement of the customer that the Act will not apply to the supply to him, her or it. 6.3 We warrant that our goods will meet or exceed the relevant minimum durability standards of the Building Act 1991 and any regulations or codes made under that Act, applying as at the date of supply of the goods. However, the minimum standards may vary depending upon the application for which particular goods are used and therefore: 6.3.1 you must ensure that you purchase goods which are appropriate for their proposed application; and 6.3.2 our liability in relation to the supply of goods is limited as set out in clause 11. 6.4 With the exception of the warranty in clause 6.3 and any express written warranty we give, no warranty or condition will be implied against us by any statute, at common law or otherwise and no representation, condition, warranty or variation of these terms and conditions will bind us unless it is in writing and signed for us or on our behalf.
7.1 Risk in the goods will pass to you on delivery into your custody or custody of anyone acting on your behalf even though ownership in the goods may not have passed to you. You must insure the goods in our name and your name for our respective interests from the time of delivery until payment in full. 7.2 We will retain legal and beneficial ownership of any and all goods and/or any other goods which the goods have been incorporated or mixed with (“mixed goods”), until we receive payment in full for them and all other amounts owing to us, and until you have satisfied all obligations you owe us, even though we may have granted you a period of credit. 7.3 You hold the goods and/or mixed goods as fiduciary bailee and agent for us and must store the goods and/or mixed goods in such a way that they are clearly identifiable as our property. You must keep separate records in respect of the goods and/or mixed goods, until payment in full has been made. 7.4 You will not sell, dispose of or otherwise part with possession of the goods and/or mixed goods except that you may sell them in the ordinary course of your business. Where you do sell or otherwise dispose of the goods and/or mixed goods prior to payment in full you must hold the proceeds of sale in a fund separate from your own money.
8.1 You acknowledge that: 8.1.1 This agreement is a security agreement for the purposes of section 36 of the PPSA; 8.1.2 you grant to CGL a general security interest in all of your after acquired personal property to secure (with equal priority) payment of all amounts that you owe to CGL from time to time; 8.1.3 the security interest will continue until you have paid all amounts owing and the contract with CGL is at an end; and 8.1.4 you waive your right to receive a verification statement under section 148 of the PPSA 8.2 You covenant to; 8.2.1 promptly sign any further documents, provide any further information, or do any other things that CGL may reasonably require to perfect and maintain the perfection of the security interests (including by registering a financing statement or financing change statement); 8.2.2 indemnify (and if requested reimburse) CGL for all expenses incurred by CGL in registering a financing statement or financing charge statement or releasing collateral charged by the statement; and 8.2.3 give 14 days’ prior written notice of any change in name, business practice or any other details, and use best endeavours to ensure that any applicable financing change statement is registered disclosing the new details. 8.3 To the fullest extent permitted by law, you and CGL contract out of section 114(1)(a) of the PPSA, and out of your rights referred to in sections 107(2)(c), (d), (h), and (i) of the PPSA. If and for so long as the Company is not the secured party with priority over all other secured parties in respect of any particular Goods, section 109(1) of the PPSA does not apply to those particular Goods.
9.1 Where we consider you may be unable to meet your payment obligations to us, we may, without limiting or affecting our other rights and remedies, do all or any of the following: 9.1.1 Require you to stop selling or otherwise disposing of the goods or mixed goods; 9.1.2 Demand payment of all or party of any sums due; 9.1.3 Require security for your obligations before we make any further supplies to you; 9.1.4 Without notice, withhold deliveries of goods ordered by you. 9.2 Where: 9.2.1 You are in breach of any of these terms and conditions (including failure to make payment on due date); or 9.2.2 You become insolvent or are adjudicated bankrupt or an application is made for your liquidation or a liquidator or a receiver is appointed in respect of your assets; or 9.2.3 You no longer carry on business or threaten to stop carrying on business; or 9.2.4 An arrangement is made or likely to be made with your creditors 9.2.5 then, without limiting or affecting our other rights and remedies, we may do all or any of the following: (a) Where you have failed to make payment on due date, require you to compensate us by making payment to us on demand of interest as liquidated damages on the amount due from the due date until the date of payment at a rate equal to two (2) percent above the current overdraft rate which we have with our principal trading bank (in addition to you remaining liable for the full amount outstanding); (b) Cancel this and any other contract of supply with you; (c) Recover and/or resell any of the goods and/or mixed goods and enter any premises where we believe the goods, and/or the mixed goods are stored, and you grant us an irrevocable right and authority to do so. We may only recover and resell for our own account sufficient goods or mixed goods to satisfy all unpaid liabilities, the costs of recovery and resale and the costs referred to in clause 8.3, If we recover any excess, we will not be liable in damages to you but must account to you for the excess. 9.3 You will pay all costs and expenses (including costs on a solicitor/client basis and debt collectors’ costs) we incur in enforcing or attempting to enforce our rights under this clause. We may deduct any costs and expenses incurred from the proceeds of sale of any goods or mixed goods recovered from you 9.4 Your payments will be applied first in reduction of interest, liquidation damages and costs due under this clause, with the balance being applied in reduction of any amounts due under clause 3.
10.1 Subject to clauses 5, 6 and 11, we may, at our discretion, repair any damaged or defective goods or make a reasonable allowance on the purchase of goods to replace the goods provided: 10.1.1 You return the goods within seven days of delivery at your cost, together with a copy of the invoice and a claim specifically identifying the damage or defect(s); and 10.1.2 We have a reasonable opportunity to investigate the claim. 10.2 If you do not comply with the above requirements, you will be deemed to have accepted the goods and we will not incur any liability whatsoever to you in relation to the goods.
11.1 We may, at our discretion, give credit for returned goods which are delivered to us within seven (7) days at your costs in the same condition and packaging in which they were dispatched, with a copy of our invoice.
12.1 Without restricting the limitations of liability contained elsewhere in these terms and conditions, our liability in relation to the supply of the goods and the goods themselves is limited to the purchase price of the goods in respect of which such liability arises. We have no further liability or responsibility for any direct, indirect or consequential injury, loss or damage of whatever type or however arising. 12.2 We are not responsible for any damage whatsoever caused either to the goods supplied or as a result of the malfunction of the goods if: 12.2.1 The goods are fitted by unqualified tradespersons or are fitted in an unprofessional manner; or 12.2.2 The goods are adapted to a use for which they are not specifically intended or are used in an application for a longer period of time than the relevant minimum durability standard referred to in clause 6.3; or 12.2.3 The goods are added to or repaired using components not recommended or approved by us or the manufacturer; or 12.2.4 The goods are improperly stored or transported.
13.1 We will not be in breach of these terms and conditions because of any failure on our part directly or indirectly due to wars, strikes, lockouts, delays or defaults of manufacturers or suppliers, acts of God or any other cause (whether similar or dissimilar) beyond our reasonable control.
14.1 You indemnify us against any liability for any direct, indirect or consequential injury, loss or damage arising out of any act, default or omission of, or any representation made by, you or your servants or agents 14.2 If any of these terms or conditions is held by a Court to be ineffective because of non-registration, illegality or any other reason, then that term or condition or part of it will be severed from all other terms and conditions without affecting the validity or enforceability of all other terms and conditions or part of them. 14.3 No waiver by us of any term or condition will constitute a waiver of any other of these terms or conditions. 14.4 We may vary these terms and conditions at any time by notice in writing to you. You may not vary these terms and conditions unless we agree in writing.
2.1 Credit will not be provided until CGL accepts this Application. Acceptance may be relayed by written notification given by the Authorised Representative (“Notification”) that the Application is accepted by CGL. Alternatively, the provision of Goods or Services and credit facilities to the Applicant will constitute CGL’s Acceptance. 2.2 If CGL accepts this Application, the provision of Goods or Services and credit facilities to the Applicant are subject to the Terms and Conditions. 2.3 If the Application is made by more than one Applicant, each Application is jointly and severally liable under this Agreement.
3.1 The Notification, at CGL’s sole discretion, may state the Maximum Credit Limit that CGL will extend to the Applicant and the identity of CGL’s relevant trading divisions authorised to extend credit to the Applicant. 3.2 If CGL accepts this Application, it is not obliged to extend credit to the Applicant in excess of the Maximum Credit Limit nor is any trading division other than as described in the Notification required to extend credit to the Applicant. 3.3 CGL may alter the Maximum Credit Limit upon notice to the Applicant and/or extend credit to the Applicant in excess of the Maximum Credit Limit at its absolute discretion. 3.4 The Credit Limit specified does not limit the liability of the Applicant and Guarantor(s) to CGL.
4.1 Each of the trading divisions of CGL which supplies Goods and/or Services to the Applicant must provide the Applicant with a monthly statement in respect of thereof (“Statements”). 4.2 The Statements will set out the sum of: (a) an open item summary of all Goods and/or Services purchased by the Applicant from CGL pursuant to the credit facility provided herein, less (b) any invoices paid by or credited to the Applicant. 4.3 A document signed by the Authorised Representative indicating the amount owing by the Applicant is conclusive evidence of that amount, except in the case of manifest error. 4.4 Payment for Goods and/or Services is due in accordance with the Terms and Conditions of Quotation and Sale.
5.1 The Applicant (and the Directors and Partners of the Applicant, if applicable) and the Guarantors (if applicable) warrant as to the correctness of the information which it/they has/have furnished to CGL in this Application, and acknowledges that CGL has relied upon this information in determining whether or not to grant credit, and the extent thereof the Applicant.
6.1 The Applicant and each of the Guarantors, if any, hereby jointly and severally charge all their right, title and interest in the property or properties referred to in the Application as the Trading Address and Private Addresses that may be owned by any of them and also any land that they own currently or may acquire in the future solely or jointly or have or become to have a beneficial interest in,in favour of CGL, with due and punctual observance of all of the obligations of the Applicant. The Applicant indemnifies CGL against all expenses and legal costs (on an indemnity basis) for preparing, lodging and removing any caveat. 6.2 The Applicant and each of the Guarantors, if any, hereby acknowledge that CGL may at its discretion register and lodge an absolute caveat(s) on such property or properties in respect of the interest conferred on it under this clause 6. Such registration of a caveat by CGL over the Applicant's property or properties must not be challenged by the Applicant in any way whatsoever, and the Applicant agrees not to take any steps in filing a "lapsing notice" via the Land Titles Office to have the caveat removed, until such time that the Applicant has paid all monies owing by it to CGL as claimed from time to time.
The Applicant and the Guarantors must not assign or transfer any of their rights or obligations in connection herewith to any other person whatsoever.
8.1 The Applicant must advise the Authorised Representative in writing no later than fourteen (14) days before a charge in effective control of the Applicant or of any change or alteration of any particulars contained in this Application (if applicable). 8.2 CGL (upon receipt of such advice) is entitled to review the Agreement and in its sole discretion, to terminate the Applicant’s credit facilities upon seven (7) days written notice (the “Notice Period”) to the Applicant. 8.3 In such circumstances, CGL is entitled to payment by the Applicant of a sum equal to the cost of Goods and/or Services then unpaid by the Applicant upon expiry of the Notice Period. The Applicant shall indemnify CGL in respect of any loss arising from the Applicant’s failure to so notify. 8.4 If the Applicant signs the Application as the trustee of any trust (the “Trust”), the Applicant is personally liable for the performance of all covenants contained in the Agreement and agrees that CGL’s right of recourse pursuant to this Agreement shall not be limited to the Applicant’s assets but shall extend the assets of the Trust.
9.1 If the Applicant is a company, all directors and the directors' spouses are required to sign a personal guarantee or guarantees collateral to this Application. The Applicant agrees to pay any duties in respect of such guarantee to guarantees. However, the failure of one or more directors/spouses to sign a guarantee does not affect the liability of those who have signed a guarantee. 9.2 In consideration of CGL agreeing to sell and supply goods and/or services on credit to the Applicant each person who has signed the Agreement as guarantor hereby unconditionally and irrevocably guarantees to CGL the due and punctual payment of all debts and monetary liabilities including without limitation sums of money, interest, indemnity legal costs, damages, charges and expenses which are, or which may become payable by the Applicant to CGL on any account and in any capacity (“Guaranteed Moneys”) and, as a separate and independent obligation, agrees to indemnify and keep CGL indemnified from and against any claim, action, loss, damage, cost, expense, outgoing or payment suffered, paid or incurred by CGL in relation to the nonpayment or non-recovery of the Guaranteed Moneys. 9.3 Each guarantor hereby expressly acknowledges that this Guarantee and Indemnity (“the Guarantee”) is given upon and subject to the following conditions:- (a) In the event of the Applicant failing to pay CGL any Guaranteed Moneys the Guarantor will immediately pay such monies to CGL. (b) In the event of the Applicant failing to carry out or perform any of its obligations the Guarantor will immediately carry out and perform the same. (c) The Guarantor shall be deemed to be jointly and severally liable with the Applicant (in lieu of being merely a surety for it) for the payment of the Guaranteed Moneys and it shall not be necessary for CGL to make any claim or demand on or to take any action or proceedings against the Applicant or make any demand against the Guarantor before commencing proceedings against the Guarantor to pay the Guaranteed Moneys or to carry out and perform the obligations herein contained. (d) No time or other indulgence whatsoever that may be granted by CGL to the Applicant shall in any manner whatsoever affect a liability of the Guarantor hereunder and the liability of the Guarantor shall continue to remain in full force and effect until all monies owing to CGL have been paid and all obligations have been performed.
These are the only Terms which are binding upon CGL with the exception of those otherwise agreed in writing by CGL or which are imposed by a statute and which cannot be excluded. Any direction by the Applicant either verbal or written to procure goods or services from CGL will be deemed as acceptance by the Applicant of these Terms, despite any provisions to the contrary in the direction or any purchase order issued by the Applicant.
(a) Unless CGL has agreed in writing to extend credit to the Applicant, the Applicant must pay the Purchase Price in full on delivery of goods or services. (b) Where CGL has agreed in writing to extend credit to the Applicant, Payment to CGL for goods delivered is due within 30 calendar days of the end of the month in which the Applicant is invoiced for the goods unless agreed otherwise in writing by CGL. (c) The Applicant is not entitled to make any deduction from amounts owing to CGL in respect of any set off or counterclaim to be held back for retention.
(a) If the Applicant defaults in payment by the due date of any amount payable to CGL then all money which would become payable by the Applicant to CGL at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Applicant, and CGL may, without prejudice to any of its other accrued or contingent rights: (i) charge the Applicant interest on any sum due at the prevailing rate of 15% per annum for the period from the due date until the date of payment in full; (ii) charge the Applicant for, and the Applicant must indemnify CGL from, all costs and expenses (including without limitation indemnity legal costs) incurred by it resulting from the default or in taking action to enforce compliance with the Agreement or to recover any goods; (iii) cease or suspend supply of any further goods or services to the Applicant; (iv) by written notice to the Applicant, terminate any uncompleted contract with the Applicant. (b) Clauses 12(a) may also be relied upon, at CGL's option: (i) where the Applicant is a natural person and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally; or (ii) where the Applicant is a corporation and it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, administrator, receiver, manager or similar functionary appointed in respect of its assets, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Applicant.
(a) If the Applicant is a consumer, nothing in clauses 11 or 12 limits any remedy available pursuant to the ACL. (b) The Applicant must inspect all goods upon delivery and within 48 hours of delivery give notice with full details and description to CGL named in the relevant Sales Invoice if the Applicant alleges that the goods are not in accordance with the Applicant’s order. Failing such notice, the goods shall be deemed to have been delivered to and accepted by the Applicant. (c) When any non-compliance with the Applicant's order is accepted by CGL, CGL may, at its option, replace the goods, or refund the price of the goods.
(a) Unless otherwise agreed, returns other than required pursuant to the ACL must be approved by CGL named in the relevant Sales Invoice. These authorised returns must be freight prepaid and will only be accepted if they are in a saleable condition. CGL reserves the right to charge a handling fee [equal to 10% of the price of the goods] for goods returned under this provision. Unless required by the ACL, Special Goods are not returnable. (b) The various trading divisions of CGL may have separate returns policies, to which the Applicant should refer.
(a) Unless previously withdrawn, a Quotation is valid for 30 days or such other period as stated in it whichever period is the lesser. A Quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship shall arise from it until the Applicant’s order has been accepted in writing by CGL. (b) CGL is not bound by any conditions attaching to the Applicant’s order or acceptance of a Quotation and, unless such conditions are expressly accepted by CGL in writing, the Applicant acknowledges that the Applicant’s conditions are expressly negatived. (c) Every Quotation is subject to and conditional upon obtaining any necessary import, export or other licence.
The parties agree that the Purchase Price does not include GST.
(a) Goods supplied by CGL to the Applicant shall be at the Applicant’s risk immediately upon delivery to the Applicant, into the Applicant’s custody or at the Applicant’s direction (whichever happens first). The Applicant shall insure the goods from the time of that delivery at its cost against such risks as it thinks appropriate, shall note the interest of CGL on the insurance policy and shall produce a certificate to this effect to that Seller upon request. (b) Property in the goods supplied by CGL to the Applicant under these Terms shall not pass to the Applicant until those goods and other goods have been paid for in full. (c) Until CGL receives full payment in cleared funds for all goods and services supplied by it to the Applicant, as well as all other amounts owning to CGL by the Applicant: (i) the Applicant shall store the goods in a manner which shows clearly that they are the property of CGL; and (ii) the Applicant may sell the goods in the course of its business and shall account to CGL for the proceeds of sale (including any proceeds from insurance claims). These proceeds must be kept in a separate bank account with a bank to whom the Applicant has not given security however failure to do so will not affect the Applicant's obligations as trustee. (d) In addition to CGL's rights under the PPSA, the Applicant irrevocably authorises CGL at any time to enter onto any premises upon which: (i) CGL’s goods are stored to enable CGL to inspect the goods and/or if the Applicant has breached these Terms, reclaim the goods; (ii) the Applicant’s records pertaining to the goods are held to inspect and copy such records. (e) The Applicant and Seller agree that the provisions of this clause apply notwithstanding any arrangement under which CGL grants credit to the Applicant.
(a) Notwithstanding anything to the contrary contained in these Terms, the PPSA applies to these Terms. (b) For the purposes of the PPSA: (i) terms used in this clause 10 that are defined in the PPSA have the same meaning as in the PPSA; (ii) these Terms are a security agreement and CGL has a Purchase Money Security Interest in all present and future goods supplied by CGL to the Applicant and the proceeds of the goods; (iii) the security interest is a continuing interest irrespective of whether there are monies or obligations owing by the Applicant at any particular time; and (iv) the Applicant must do whatever is necessary in order to give a valid security interest over the goods and their proceeds which is able to be registered by CGL on the Personal Property Securities Register. (c) The security interest arising under this clause 10 attaches to the goods when the goods are collected or dispatched from CGL's premises and not at any later time. (d) Where permitted by the PPSA, the Applicant waives any rights to receive the notifications, verifications, disclosures or other documentation specified under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 135 and 157 of the PPSA. (e) CGL and the Applicant agree to contract out of and nothing in the provisions of sections 96, 125, 129, 142 and 143 of the PPSA will apply to these Terms. (f) To the extent permitted by the PPSA, the Applicant agrees that: (i) the provisions of Chapter 4 of the PPSA which are for the benefit of the Applicant or which place obligations on CGL will apply only to the extent that they are mandatory or CGL agrees to their application in writing; and (ii) where CGL has rights in addition to those in Chapter 4 of the PPSA, those rights will continue to apply. (g) The Applicant must immediately upon CGL's request: (i) do all things and execute all documents necessary to give effect to the security interest created under this Agreement; and (ii) procure from any person considered by CGL to be relevant to its security position such agreements and waivers (including as equivalent to those above) as CGL may at any time require. (h) CGL may allocate amounts received from the Applicant in any manner CGL determines, including in any manner required to preserve any Purchase Money Security Interest it has in goods supplied by CGL.
CGL reserves the right to suspend or discontinue the supply of goods to the Applicant without being obliged to give any reason for its action.
CGL reserves the right to make part deliveries of any order, and each part delivery shall constitute a separate sale of goods upon these Terms. A part delivery of an order shall not invalidate the balance of an order.
CGL’s Quotation or Sale Invoice is made on a supply only basis. Installation and commissioning (if any) is at the expense of the Applicant unless otherwise specified in writing by CGL.
If the Buyer is a consumer, nothing in this clause limits any remedy available pursuant to the ACL. To the greatest extent permitted by law: (a) Photographs, drawings, illustrations, weights, dimensions and any other particulars accompanying, associated with or given in a Quotation,descriptive literature or a catalogue approximate the goods offered but may be subject to alteration without notice. (b) Any performance data provided by CGL or a manufacturer is an estimate only and should be construed accordingly. (c) Unless agreed to the contrary in writing, CGL reserves the right to supply an alternative brand or substitute product when necessary.
(a) The means of delivery is at CGL's sole discretion. (b) CGL may deliver the goods to the Applicant’s premises in accordance with CGL’s usual practices. (c) If CGL directs the Applicant to collect the goods: (i) the Applicant must collect the goods within 7 days of being advised they are ready; (ii) if the Applicant does not collect the goods within this time, the Applicant is deemed to have taken delivery of the goods and is liable for storage charges payable monthly on demand. (d) The Applicant must pay to CGL on demand any delivery costs incurred by CGL if (i) the Applicant requests another method of delivery from that outlined in (a) above; or (ii) the Applicant elects to use an independent courier to deliver the goods and enters into a separate contract with that independent courier to deliver the goods.
Where CGL is acting as agent for a manufacturer or CGL, CGL shall not be liable for any alteration or variation in the goods made by the manufacturer or CGL.
Where goods are imported into Australia, any adverse variation in the price arising from fluctuation in exchange rates between the date of the Applicant’s order and the date of payment by CGL will be to the Applicant’s account.
Any charge, duty, impost, sales tax or other expenditure which is not applicable at the date of Quotation or Sales Invoice, but which is subsequently levied upon CGL in relation to a Quotation or Sales Invoice as a result of the introduction of any legislation, regulation or governmental policy, shall be to the Applicant’s account.
Unless otherwise agreed in writing, if CGL prepays freight, insurance, custom and import duties (if any), landing and delivery charges and all other charges in connection with shipment and delivery of the goods, then any such charges shall be to the Applicant’s account.
If CGL's performance or observance of any obligations is prevented, restricted or affected by reason of a force majeure event including strike, lock out, industrial dispute, raw material shortage, breakdown of plant, transport or equipment or any other cause beyond CGL's reasonable control, CGL may, in its absolute discretion give prompt notice of that cause to the Applicant. On delivery of that notice CGL is excused from such performance or observance to the extent of the relevant prevention, restriction or effect.
(a) If CGL is unable to deliver the goods, then it may cancel the Applicant's order (even if it has been accepted) by written notice to the Applicant. (b) If the Applicant commits a breach of its obligations to CGL under the Agreement, except for its payment obligations at clause 11, and does not remedy the default or breach within seven (7) days of written notice of the breach by CGL; then CGL may, without prejudice to any other rights or remedies which it may have, refuse to supply the Applicant without notice and is entitled to immediate payment of the sum equal to the price of all goods and/or services then unpaid, together with other costs and expenses of collection of any moneys are due and payable by the Applicant, including the fees of any mercantile agent or lawyer engaged by CGL on an indemnity basis.
(a) To the greatest extent permitted under law, the Applicant shall have no right to cancel an order which has been accepted by CGL unless otherwise agreed in writing. If a right of cancellation is granted to the Applicant, such right of cancellation must be exercised in accordance with the relevant terms of cancellation and by notice in writing from the Applicant to CGL with which the order has been placed not later than 7 days prior to the estimated date of shipment by the manufacturer or that Seller as the case may be. (b) Unless otherwise agreed between the Applicant and Seller, upon cancellation prior to shipment any deposit paid by the Applicant shall be forfeited to the manufacturer or Seller (as the case may be). (c) Despite the cancellation of any order for any reason, the Applicant must still purchase from CGL any goods ordered by the Applicant which constitute Special Goods (whether in store, in transit or being manufactured) which were procured or ordered by CGL before such cancellation, unless otherwise agreed in writing by CGL.
(a) CGL makes no express warranties under these Terms. (b) Except as the Terms specifically state, or as contained in any express warranty provided in relation to the goods or services, the Agreement does not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods or services or any contractual remedy for their failure. (c) If the Applicant is a consumer nothing in these Terms restricts, limits or modifies the Applicant's rights or remedies against CGL for failure of a statutory guarantee under the ACL. (d) If the Applicant on-supplies the goods to a person who is a consumer, or uses up or transforms the goods in the course of trade then: (i) if the goods or services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then the amount specified in section 276A(1) of the ACL is the absolute limit of CGL's liability to the Applicant; (ii) otherwise, payment of any amount required under section 274 of the ACL is the absolute limit of CGL's liability to the Applicant; howsoever arising under or in connection with the sale, installation, use of, storage or any other dealings with the goods or services by the Applicant or any third party. (e) If sub clauses 31 (b) and 31(c) do not apply, then other than as stated in the Terms or any written warranty statement CGL is not liable to the Applicant in any way under or in connection with the sale, installation, use of, storage or any other dealing with the goods or services by the Applicant or any third party. (f) CGL is not liable for any indirect or consequential losses or expenses suffered by the Applicant or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party, except to the extent imposed by the ACL. (g) The Applicant expressly acknowledges and agrees that: (i) it has not relied upon, any service involving skill and judgement, or on any advice, recommendation, information or assistance given by CGL, its agents or employees in relation to the goods or services or their use or purpose. (ii) it has not made known, wither expressly or by implication, to CGL any purpose for which it requires the goods or services and it has the sole responsibility of satisfying itself that the goods or services as suitable for the use of the Applicant. (iii) Nothing in the Terms is to be interpreted as excluding, restricting or modifying the application of any non-excludable State or Federal legislation applicable to the sale of goods or supply of services.
CGL may, at any time and from time to time, alter these Terms and Conditions by providing notice to the Applicant. Notice of any alterations published on CGL’s website is sufficient for the purpose of this clause.
These Terms and Conditions shall be governed by the laws of Western Australia. The parties agree to submit to the exclusive jurisdiction of the Courts of Western Australia.
CGL's failure to enforce any of these Terms and Conditions shall not be construed as a waiver of any of CGL's rights.
A notice must be in writing and handed personally or sent by email, facsimile or prepaid mail to the last known address of the addressee. Notices sent by pre-paid post are deemed to be received upon posting. Notices sent by facsimile or email are deemed received on confirmation of successful transmission.
These Terms and Conditions are not to be constructed to the disadvantage of CGL because CGL was responsible for their preparation.
37.1 If any provision of these Terms and Conditions (a) is or becomes void, voidable, illegal or unenforceable in its terms; (b) would not be void, voidable, illegal or unenforceable if it were read down;and (c) is capable of being read down, then that provision will be read down accordingly. 37.2 If, notwithstanding clause 37.1, a provision of these Terms and Conditions is still void, voidable, illegal or unenforceable, then: (a) if the provision would not be void, voidable, illegal or unenforceable if some words were omitted, those words are severed; and (b) otherwise, the whole provision is severed, (c) and the rest of these Terms and Conditions will be of full force and effect.