Macquarie Joinery
a division of Chiesa Pty Limited.
Terms and Conditions of Trade
Definitions
Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Company means Chiesa Pty Limited ABN 55 068 212 537 trading as Macquarie Joinery.
Customer means the party placing the Order with or purchasing Products from the Company.
Deposit means the percentage of the price that must be paid prior to the manufacturing of the Products in accordance with clause 4.1.
Order means a Quote that has been accepted by the Customer and the Customer has paid the Deposit to the Company.
Quote means a quote that is issued by the Company to and at the request of the Customer for the supply of Products.
PPS Act means the Personal Property Securities Act 2009 (Cth) and its associated Regulations as varied from time to time.
PPSR refers to the Personal Property Securities Register established under the PPS Act.
Products means any product or service ordered by the Customer from the Company or supplied by the Company on the accepted Order of the Customer.
1. Sale Terms
These T&C apply to all supplies by the Company to the Customer including all accepted Orders or other sales and will prevail over all prior conditions previously agreed between the parties or which the Customer puts forward at any time without the Company’s express written agreement. The T&C may be amended from time to time by the Company without prior notice.
2. Order
2.1 Any Order accepted by the Company will be deemed to be made pursuant to the terms of these T&C. Any offer placed or made by the Customer for the purchase of the Products is an irrevocable offer under these T&C.
2.2 An Order will be accepted by the Company once the Customer pays the Deposit to the Company.
2.3 If at the Customer’s request, the Company arranges for any goods or services to be provided by a third party in relation to an accepted Order, the Customer will indemnify the Company and keep it indemnified in respect of any claims, actions, suits, demands, orders for costs or damages relating to or arising out of the arrangement; and the Products the subject of the accepted Order between the Customer and the Company will be taken to be delivered by the Company when the Company delivers them to the third party.
3. Price
3.1 The price of the Products will be as agreed between the parties and stated on the relevant accepted Order, and where there is no written confirmation of the price, the price will be the amount indicated on Tax Invoices provided by the Company to the Customer regarding Products ordered. Any price of the Products stated on an accepted Order is fixed for 60 days from the date of the accepted Order, and the Company reserves the right to vary the price of the Products after that date or if circumstances or events change prior to that date.
3.2 All prices, unless stated otherwise, are exclusive of GST. In addition to the price, the Customer must pay to the Company an amount equal to any GST the Company must pay for any supply by the Company under this or any other agreement for the sale of the Products. The Customer must pay GST, without deduction or set off of any other amounts at the same time and on the same basis as the Customer pays the price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the price except where they
are expressly included in the price by the Company.
4. Payment Terms
4.1 For accepted Orders that are valued at $500.00 or less, the Customer must pay the full amount prior to manufacturing of the Products. For accepted Orders more than valued at $500.00 but less than $2,000.00, the Customer must pay 50% of the price prior to manufacturing of the Products and the remainder when the Products are ready for delivery. For accepted Orders more than valued at $2,000.00 but less than $10,000.00, the Customer must pay 35% of the price prior to manufacturing of the Products and the remainder when the Products are ready for delivery. For accepted Orders that are valued at over $10,000.00, the Customer must pay 30% of the price prior to manufacturing of the Products and the remainder when the Products are ready for delivery.
5. Payment Default
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5.1 The Company may charge interest on all amounts not paid by the Customer within the term for payment at a rate equal to the ANZ Bank Business Credit Facility Index variable rate of interest per calendar month calculated from the due date and accruing monthly until the date of payment. If the Customer defaults in payment of any invoice when due, the Customer will indemnify the Company from and against all costs and disbursements incurred by the Company in pursuing the debt including legal costs on a solicitor and own client basis and the Company’s collection agency costs.
5.2 A written statement of debt duly signed by an authorised employee of the Company will be prima facie evidence
and proof of the amount of indebtedness by the Customer to the Company at that time.
6. Delivery
6.1 Delivery of the Products by the Company is included in the price of the Products unless specified otherwise. Delivery of the Products will be deemed to have taken place when the Customer or someone on behalf of the Customer, takes possession of the Products; or the Products are delivered at the Customer’s nominated address; or the Customer’s nominated carrier takes possession of the Products. Delivery of the products may not be refused by the Customer after an Order has been accepted by both parties. Without limitation, acceptance of the Products or delivery at the Customer’s nominated address is deemed acceptance and delivery of the Products. The Company will provide one driver only to unload Products from the delivery truck, but that driver will not carry Products away from the point of unloading. The Customer must provide labour to assist the driver to unload the truck.
6.2 The Company will not be liable for any loss or damage or expense arising from failure of the Company to deliver the Products at a specified time, promptly, or at all and the failure of the Company to deliver at a specified time or at all will not entitle either party to treat this contract as repudiated. Any date or time quoted for delivery is an estimate only.
6.3 Products that are not required to be delivered upon completion or could not be delivered as a result of the Customer’s acts or omissions may be subject to handling and storage fees, payable on demand by the Company. To the fullest extent permitted by law, the Company will not be liable to the Customer for any loss or damage caused by or arising from the Company storing the completed Products on its premises.
6.4 Unless stated otherwise in the relevant accepted Order, the Company will not install the Product.
7. Passing of Risk
The risk (but not title) in respect of the Products sold passes to the Customer immediately upon delivery to the Customer, the Customer’s agent or courier, as the case may be.
8. Retention of Title to the Products Pending Payment
Legal and beneficial ownership of the Products will remain with the Company and will not pass to the Customer until the Company has received in full (cash or cleared funds) all amounts due to it from the Customer, on any account.
9. PPS Act
9.1 Unless the context implies otherwise, words in this clause 9 that are defined in the PPS Act have the meaning set out in the PPS Act.
9.2 The Customer acknowledges that by virtue of these T&C the Company has a security interest in the Products and their proceeds for the purposes of the PPS Act.
9.3 The Customer acknowledges that the Company may do anything it considers necessary, including but not limited to registering on the PPSR any security interest in the Products which the Company has and including registration as a purchase money security interest (PMSI) in order to perfect the Company’s security interest as a first priority interest under the PPS Act. The Customer agrees to do all things including signing any document which the Company reasonably requires to assist the Company to undertake the matters set out above.
9.4 The Customer waives pursuant to section 157(3)(b) of the PPS Act the right to receive notice of a financing statement, financing change statement or a verification statement in relation to any registration on the PPSR.
9.5 The Customer and the Company agree, pursuant to section 115 of the PPS Act, that sections 95, 96, 125, 129, 130, 132(4), 135, 142 and 143 in the PPS Act are contracted out of insofar as they require the Company to give any notice or statement or allow any period of time or grant any opportunity to remedy to the Customer.
9.6 Solely to preserve their confidentiality, to the extent allowed under section 275 of the PPS Act, the Customer and Company agree that neither will disclose information if requested by a third party under section 275(1).
9.7 The Customer agrees that any rights of the Company under this document are in addition to and not in substitution for its rights under the PPS Act.
9.8 The Customer undertakes to give the Company not less than 14 days prior notice of any proposed change in the Customer’s name or any other change in the Customer’s details (including, but not limited to, changes in its address, phone or facsimile number and trading name).
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10. Recovery
10.1 Notwithstanding any other provision to the contrary, if any amount is not paid by the Customer within the terms for payment, or if the Customer is subject to an insolvency event (including administration, liquidation or receivership of any kind) then until all amounts owed by the Customer to the Company are fully paid, the Company may retake possession of the Products and keep or resell any of the Products repossessed without any liability to and at the risk of the Customer.
10.2 The Customer hereby grants an irrevocable licence without any liability to the Company and any person authorised by the Company to enter any premises by any means where the Products may for the time being be placed or stored for the purpose of retaking possession of the Products.
11. Materials
11.1 Unless stated otherwise in the relevant accepted Order, all frames are normally in Western Red Cedar, n.e. 140mm deep and all sills in Merbau hardwood, ex 175 x 50 rough sawn. Generally, the only section profiles allowed are those from the Company’s suite of Standard Sections & Profiles.
11.2 The Customer acknowledges that the Company does not match the colour of the timbers used in manufacturing the Products and that the Company accepts no liability whatsoever if the colour of the timbers does not match.
12. Construction
12.1 All doors and sashes are assembled with full mortice and tenon joins, and secured with Urea Formaldehyde and wedged. All tenon construction is known as through tenon – the tenon protrudes through to the edge surface of the stile and cut flush. The end-grain of the tenons is visible.
12.2 All glazing will comply with AS1288 – 2006: Glass in Buildings – Selection and Installation. Glazing in fixed frames and doors will be secured with timber bead and clear silicone. Glazing in window sashes will be secured with silicone and white glazing putty. Glazing for installation into Breezway Galleries will be supplied separately to the assembled frame. Visibility transfers (decals) on glazing is not included, unless stated otherwise in the relevant accepted Order.
12.3 Hardware supplied as fitted, unless listed separately in the relevant accepted Order as ‘Loose Supply’. Double hung windows include Whitco satin chrome sash lifts and keyed sash locks supplied and fitted. Awning sash window includes one keyed lockable Whitco Chain winder with galvanised chain. Sliding door and sliding sash hardware is fitted. All bifold doors and sashes have their hardware removed, repackaged and labelled after workshop assembly. Doors and sashes are delivered individually and separate from their frame. The frames will be delivered assembled. Sliding doors and sashes are supplied separately to their frames. Glass louvre blades for breezeway galleries are delivered loose for installation on site by persons other than the Company. Storm mould is supplied loose. Storm mould excluded unless noted otherwise on the relevant accepted Order. Frames without mullions greater than 4000mm wide will be supplied in components for reassembly on site by persons other than the Company.
12.4 Locking hardware and handles and hinges for doors are excluded unless noted otherwise on the relevant accepted Order.
12.5 All joinery is finished with one coat of ‘Celtite’ clear oil based water repellent sealer and wood preservative.
13. Sizes and Discrepancies
If the site measurements differ from the quoted measurements by 100mm or less in either height or width, there would be no adjustment to the quoted sum. If the difference exceeds 100mm in either dimension, the Company reserves the right to submit an adjustment to the quoted price.
14. Measurements for Orders
14.1 If the quotation states ‘Site Measurement by Macquarie Joinery included’, the Company will attend the relevant site to take measurements for the quote. The Company will submit for approval the measurements to the buyer or the buyer’s representative prior to the commencement of manufacturing.
14.2 In the event the Customer gives information relating to measurements and quantities of the Products, it is the Customer’s responsibility to verify the accuracy of the measurements and quantities, before the Customer or the Company places an order based on these measurements and quantities. The Company accepts no responsibility for loss, damages, or costs resulting from the Customer’s failure to comply with this clause.
15. Manufacturing Time
15.1 Unless stated otherwise on the relevant accepted Order, the first of the Products will be delivered 3-4 weeks from receipt of deposit. Subsequent deliveries will occur 3-4 weeks from receipt of the measurements from the relevant site for any one item.
15.2 Initial delivery will require a longer lead time to enable stock for the full project to be run prior to any assembly occurring. Variations after committed site sizes will add to the manufacturing time and the sum quoted.
Manufacturing lead times are indicative only and may alter between the date of this quotation and the time the quotation is accepted, due to changes in volume of orders taken by Macquarie Joinery in that period.
16. Claims and Returns
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Refunds or returns will only be given to the extent there is a non-excludable right to return or refund under the Australian Consumer Law or the Sale of Goods Act 1923 (NSW) or other applicable legislation.
17. Limitation of Liability
17.1 To the fullest extent permitted by law, no guarantee, warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, quality, performance, aesthetic appearance, merchantability or fitness for purpose of any Products provided pursuant to these T&C is given or assumed by the Company and all such guarantees, conditions, warranties and liabilities, express or implied, relating to such Products are hereby excluded.
17.2 Any display product or sample inspected by the Customer is solely for the Customer’s convenience and does not constitute a sale by sample.
17.3 The Customer acknowledges and agrees that in entering into an agreement the subject of the T&C it has not relied in any way on the Company’s representations and that it has satisfied itself as to the suitability of the Products for the Customer’s purposes.
17.4 To the fullest extent permitted by law, the Company will not be liable to the Customer for any loss or damage, including loss of profits or any other indirect or consequential loss or damage, arising directly or indirectly, and whether or not as a result of negligence, in any way in respect of anything done or supplied under these T&C including the supply to or use by the Customer of any Product; or delayed or non-delivery of the Products for any reason; or any breach by the Company of its obligations under these T&C.
18. Force Majeure
The Company will not be liable for any failure or delay to supply or deliver the Products where such failure or delay is wholly or partly due to any cause or circumstance whatsoever outside the reasonable control of the Company including, but not limited to, war, strikes, lockouts, industrial disputes or unrest, government restrictions or intervention, transport delays, fire, act of God, breakdown of plant, shortage of supplies or labour, storm or tempest, theft, vandalism, riots, civil commotions or accidents of any kind.
19. Additional Conditions
19.1 The accepted Order may contain additional terms and conditions (Special Conditions). To the extent that the Special Conditions conflict with the terms and conditions of trade set out herein, the Special Conditions will prevail.
19.2 An agreement the subject of the T&C is governed by and will be construed in accordance with the laws of the State of New South Wales, Australia