TERMS & CONDITIONS OF TRADE
Please read carefully
These Terms and Conditions of trade apply to the following companies within the Jaybro Group: • Architectural Formliners Australia Pty Ltd ACN 605 348 687 • Australian Construction Products Pty Limited ACN 091 618 781 • Cadia Group Pty Ltd ACN 165 578 156 • Delnorth Pty Ltd ACN 051 954 977 • Global Synthetics Pty Ltd ACN 120 519 520 • Jaybro Group Pty Ltd ACN 159 122 488 • Link Plus Pty Ltd ACN 619 371 158 • Plastic Solutions Australia Pty Ltd ACN 158 619 268 • Roadside Products Pty Ltd ACN 133 084 634 1.
“we”, “our” or “us”
Credit 1.1. Upon completion of a Credit Account Application and Guarantee, we may, at our sole discretion, extend credit to you and set a credit limit.
7.3. You may order Goods or Services from us by either accepting a Quote or by placing a Purchase Order. Your acceptance of a Quote will be deemed to be the placing of a Purchase Order. 7.4. By placing a Purchase Order with us, you are offering to purchase our Goods and/or Services at the quoted price. We are not obliged to supply the Goods and/or Services until a Purchase Order is submitted by you and that Purchase Order is accepted by us.
1.2. We reserve the right to reduce or cancel your credit at any time. 1.3. You are not entitled to any credit until you receive written notice from us stating that the credit facility has been granted.
7.5. We reserve the right to accept or reject your Purchase Order. Minimum order quantities for certain Goods may apply.
1.4. Once your credit limit has been reached, we have the right to refuse further credit at our sole discretion.
7.6. If we accept your Purchase Order, we will confirm the Purchase Order and a sales order number may be issued.
1.5. If at any time you exceed your credit limit, you are liable for the full outstanding amount. You hereby acknowledge that your liability is not restricted to the original credit limit.
7.7. All Goods and Services are subject to availability. 7.8. All Goods and Services will be invoiced at the applicable price at the time we accept your Purchase Order and issue a Sales Order Number.
1.6. If your account is inactive for a period of 2 years or more, we may withdraw any credit extended to you, close your account, and/or require you to complete a new Credit Account Application and Guarantee before extending further credit to you. 2.
Entire agreement 2.1. Our Terms and Conditions, the original Credit Account Application and any Guarantees govern the entire relationship between us, the Customer and the Guarantors in connection with the provision of our Goods and/ or Services. Unless signed by us, any other terms purportedly imposed or referred to in a Purchase Order or any other document will not apply and shall have no force or effect whatsoever.
7.9. Subject to these terms and conditions, we reserve the right to alter our prices and we will notify you in the event that prices are altered. 7.10. Any information that we provide in respect of the Goods including information in any advertising or promotional material does not constitute an offer by us and is subject to the availability of the Goods. 8.
2.2. The Customer and the Guarantors acknowledge that they have not relied on any representation, inducement, warranty or promise which is not set out in our Terms and Conditions, the original Credit Account Application and any Guarantees.
8.2. Unless agreed otherwise in writing prior to delivery, the unloading of Goods is your responsibility.
2.3. Any amendments made to our Terms and Conditions will not be effective or deemed accepted unless we confirm in writing that those amendments are accepted. Any Goods or Services provided to you prior to the date that we confirm acceptance in writing will be governed by these Terms and Conditions unamended.
8.3. Once a Purchase Order is accepted by us, we may immediately incur costs and expenses associated with fulfilling that order. You hereby agree that if a Purchase Order is placed by you and subsequently cancelled, you are liable for any such costs and expenses, any loss suffered by us or any claim against us by a third party with respect to that Purchase Order. You hereby indemnify us (without set-off or deduction) for all amounts associated with such loss, costs, expenses or claim, including legal costs on an indemnity basis.
2.4. If you request credit or Goods and/or Services for more than one company within the Jaybro Group, you acknowledge and agree that these Terms and Conditions operate as a separate and independent contract between you and each of those companies. 3.
8.4. We may cancel any Purchase Order to which these terms and conditions apply or cancel delivery of Goods and/ or Services at any time before the Goods and/or Services are delivered by giving notice to you. Within 7 days of giving such notice, we shall refund any money paid by you for the Goods and/or Services. We shall not be liable for any loss or damage whatsoever arising from such cancellation.
Purchase and supply 3.1. You agree to purchase, and we agree to supply, all Goods and Services subject to these Terms and Conditions. 3.2. You will be bound by our Terms and Conditions upon: i. signing this document; and/or ii. placing a Purchase Order for our Goods and/or Services. 3.3. All invoices in respect of Goods delivered shall be deemed to be accepted as a correct charge if, after fourteen days from the date of receipt of the invoice, you raise no objection to the invoice.
8.5. Delivery of the Goods is taken to occur at the time that: i. your nominated carrier takes possession of the Goods; or ii. we (or our nominated carrier) deliver/s the Goods to a site nominated by you, including a third-party address, even if you are not present at the site. 8.6. Upon delivery, you must inspect the Goods against the Purchase Order and any delivery docket and verify that the Goods being delivered are what has been ordered by you. You must notify us of any discrepancies or errors in the Goods delivered within 2 business days of delivery, after which those Goods will be deemed to have been delivered in compliance with the Purchaser Order and accepted by you.
3.4. A deposit may be required at our sole discretion. 4.
Updating Terms and Conditions 4.1. We may update our Terms and Conditions from time to time by giving you at least 30 days written notice. We will publish our updated Terms and Conditions on our website at www.jaybro.com.au/jaybro-policies and notify you by email that there has been a change. 4.2. If no email address is given or an email is returned undeliverable, we will send you by ordinary mail either a copy of the updated Terms and Conditions or written notice of the change and a link to our website.
Delivery and cancellation 8.1. You hereby acknowledge that you are additionally liable for the cost of any delivery, transportation, freight, demurrage, postage, packaging, crating, handling, taxes, duties, fees and charges applicable to the Goods and notified to you.
9.
Tax invoices and GST 9.1. You are liable to pay GST. 9.2. Where GST is payable on a Taxable Supply, we will provide you with a Tax Invoice and you must pay the GST.
4.3. By placing a Purchase Order for our Goods and/or Services after we have notified you in accordance with this clause 4 that we have updated our Terms and Conditions, you confirm that you have read and accept such updated terms and conditions.
10. Payment 10.1. Where credit has not been extended to you, you must pay the Amount Due for the Goods and/or Services in full prior to collection or delivery.
5. Electronic signatures If you use an electronic signature, you hereby confirm that such signature is being applied to prove your intention to be bound by these Terms and Conditions and is used in accordance with section 9 of the Electronic Transactions Act 2000 (NSW) or any equivalent legislation governing the use of electronic signatures.
10.2.Invoices are due and payable on the last calendar day of the month following the month of invoice (commonly known as “30 Days End of Month” terms).
6.
Information 6.1. You acknowledge and agree that: i. you will provide us with immediate written notice upon a change of your corporate details, such as organisation name, ABN, principal place of business, directors or Trustees; ii. you will provide all relevant information to enable us to supply the correct Goods or perform the Services in a timely and proper manner; iii. you hereby warrant to us the accuracy and completeness of all such information; iv. we will rely upon the accuracy and completeness of the information you provide; and v. in the event of the supply of false, erroneous, inaccurate and/or misleading information by you or any representative: a. such action shall constitute a breach of contract and may cause us loss or damage; b.
we may immediately reduce or cancel any credit extended and terminate this Agreement and any associated agreement; and
c.
you shall be liable for any loss incurred or damage suffered by us including but not limited to, any costs, expenses, charges, commissions, outgoings or loss of profits arising from the supply of false, inaccurate and/or misleading information. 6.2. Where we manufacture or supply Goods or Services according to your specifications, we do not warrant the suitability or performance of those Goods or Services. 6.3. Where you require Goods to be subject to special testing or inspection, you shall pay all costs of and associated with such testing or inspection. 6.4. If we have made any representations or provided you with any specifications, advice, recommendation or information in connection with the Goods and Services, you acknowledge that you have conducted your own enquiries and formed your own opinion as to the correctness or appropriateness of such representations, specifications, advice, recommendation or information and the Goods and Services themselves. 6.5. Except as provided by clause 6.6, any representation, specifications, advice, recommendation and/or information given by us in relation to Goods and/or Services is given in good faith and is provided without any warranty as to accuracy, appropriateness or reliability. We do not accept any liability or responsibility for any loss suffered as a result of your reliance on such representation, specification, advice, recommendation or information. 6.6. Where we supply Goods that are designed or manufactured by us and in respect of which we have provided you with a separate document expressed to be a warranty, clause 6.5 operates to the extent that any representation, specifications, advice, recommendation and/or information is not contained within that document. 6.7. Any image or sample of Goods provided by us is merely to indicate the general nature of the product and we do not warrant that Goods supplied will correspond exactly with any image or sample or with any previous or future Goods supplied. Subject to any guarantees applicable under the Australian Consumer Law, small deviations or slight variations which do not substantially affect the use of the Goods will not entitle you to reject the Goods or to make any claim in respect of them. 7.
Quotes, Purchase Orders and Price 7.1. Upon request, we may provide you with a Quote for the supply of Goods and/or Services.
10.3.We may notify you in writing of an extension of the time in which you are permitted to pay the Amount Due. 10.4.If any payments are not made on time or in full, we may in our absolute discretion do any or all of the following: i. reduce or cancel your credit limit; ii. reduce or cancel any of your current orders which remain unfulfilled; iii. refuse to supply you with further Goods and/or Services; iv. require you to pay the entire amount outstanding prior to further Goods and/or Services being delivered or supplied; v. engage a mercantile agent and/or commence legal proceedings to recover the debt; vi. notify the relevant credit reporting bodies; and/or vii. terminate this Agreement in writing. 10.5. You are required to pay the Amount Due in full without deduction or set-off. 11. Payment methods 11.1. Payment must be made by Visa or Mastercard (plus surcharge) or electronic funds transfer (EFT). 11.2. Payments must be made without any deduction for fees or charges imposed by your bank and or any third parties. 11.3. Payments other than cash shall not be deemed to be made until that form of payment has been honoured or cleared. 12. Charge 12.1. To secure the due and punctual performance of your obligations under these Terms and Conditions, including but not limited to the payment of any money, you hereby charge in our favour all of your rights, title and interest (whether held jointly, solely or beneficially) in all real and personal property held or owned by you either now or in the future with payment of all moneys which are or may become due pursuant to these Terms and Conditions. 12.2. You authorise and consent to us lodging and maintaining a caveat on title or other security over all real or personal property held or owned by you (whether jointly, solely or beneficially) to give effect to this charge and hereby agree not to issue a lapsing notice to have the caveat removed until such time as all monies owing to us have been paid by you. 12.3. You hereby indemnify us from and against all losses, costs and disbursements including legal costs on an indemnity basis incurred in exercising or defending our rights under this clause and will reimburse us for all such costs and expenses incurred, including in lodging or removing such caveat or other security interest. 13. Dispute resolution Apart from legal action initiated by us with respect to the recovery of a debt, if a dispute arises one party must give the other party written notice of the dispute and the parties must make a genuine attempt to identify the issues in dispute and resolve such issues within 7 days and in a co-operative manner prior to commencing legal or administrative proceedings. 14. Default 14.1. The failure to pay the Amount Due in full and by the due date is a breach of these Terms and Conditions. Upon such breach, all amounts payable by you to us become immediately due and payable. We may suspend, revoke or reduce credit extended to you, withhold the further supply of any Goods and Services, cancel any pending orders, enter onto your premises and recover our Goods, and report the breach to a credit reporting agency.
7.2. Quotes are valid for 14 days unless otherwise indicated in writing.
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