Spencer & Rutherford Services
 
Service
1. TERMS OF SUPPLY

These terms apply to the supply of goods by I Michaelides - SR Family Trust t/a: Spencer & Rutherford – (“S&R”) ABN: 29 263 262 375. 

By ordering goods from S&R, a purchaser accepts these terms.

2. GENERAL

(a)    These terms are the entire agreement between S&R and a purchaser and supersede and cancel all prior agreements, understandings and negotiations in connection with the supply of goods to a purchaser by S&R. These terms exclude all statutory rights of the purchaser, except for those which are not able to be excluded, restricted or modified. The purchaser may not rely on any representations or warranties that are not referred to in these terms.

(b)    These terms may only be amended in writing signed by an authorised manager of S&R, being the only persons authorised to give representations or warranties in respect of any goods. The purchaser undertakes not to seek to rely on any amendments representations or warranties that any other person purports to agree to or give on behalf of S&R.

3. ORDERING PROCEDURES

(a)    Goods may only be ordered using S&R’s approved ordering procedures and forms, but S&R may choose to accept a non-complying order.

(b)    There is no contract for the supply of goods until S&R accepts an order by notifying the purchaser that it will supply the goods or dispatching the goods.

4. PRICE

(a)    Unless otherwise agreed in writing, the price of goods shall be the current S&R list price at the date of acceptance of the order plus transportation, freight, postage, packaging, handling, insurance and any other expense incurred in delivering the goods, and any amount which S&R is required to pay on account of GST or sales or other taxes assessed in relation to the goods.

(b)    A statement of a purchaser’s account by S&R is prima facie evidence of its contents.

5. PAYMENT

Subject to clause 6, the purchaser shall pay the price prior to dispatch by way of direct deposit to S&R’s nominated bank account or nominated credit card facilities.

6. CREDIT TERMS

(a)    If a purchaser applies for a credit facility and S&R approves it, then

(i)    S&R will invoice the purchaser for each order. and

(ii)    The purchaser must pay each invoice in full within 30 days from the date of each invoice.

(b)    If the purchaser defaults in payment then, without prejudice to any other right or remedy of S&R, the purchaser must pay to S&R interest on any money overdue during the period of the default at the rate that is 2% per annum higher than the rate fixed as at the date of the default under Section 2 of the Penalty Interest Rates Act 1983 (Victoria) together with all of S&R ’s costs and expenses (including legal costs assessed on a solicitor and client basis) incurred in connection with the default.

(c)    S&R reserves the right, at any time and in its absolute discretion, to withdraw credit facilities or impose conditions on them.

7. DELIVERY AND QUALITY OF GOODS

(a)    All goods delivered by S&R to the purchaser shall, to the extent permitted by law, be deemed to have been received by the purchaser in good order and condition and in accordance with any applicable specifications as soon as the delivery docket has been signed by the purchaser, their carrier or agent.

(b)    S&R shall not be responsible for any loss or damage to goods in transit, unless caused by S&R’s carrier.

(c)    S&R shall not be responsible for any delay or failure to supply and deliver any goods by reason of any act, fact, circumstance, matter or thing beyond S&R’s control and under no circumstances shall S&R be liable for any loss or damage to the purchaser for any late delivery or non-delivery of any goods.

(d)    S&R shall, as far as possible, endeavour to match dye colours and fabric types to previous orders or samples and to ensure dye colours and fabric types in items supplied in any one order or batch are the same, however, the purchaser acknowledges and accepts  dye colours and fabric types cannot be guaranteed and S&R shall not be responsible for any failure to match dye colours and fabric types to orders or samples previously provided and/or any failure to have dye colours and fabric types in any one order or batch the same.

8. RETENTION OF TITLE

(a)    Nothing in this clause 8 is affected by the fact that S&R gives a purchaser any credit or credit facility under these terms or any other agreement.

(b)    Goods are “unpaid goods” if

(i)    they were supplied by S&R;

(ii)    they have been in the possession of the purchaser, or under their power or control and S&R has not been paid in full for them or the purchaser owes any money to S&R on any account.

(c)    Title and property in unpaid goods remains solely with S&R, and the purchaser or anyone else holds them on trust for S&R.

(d)    The purchaser must ensure that unpaid goods are stored separately and in a way that clearly indicates S&R’s title to them.

(e)    The purchaser may sell unpaid goods in the normal course of business, provided that it holds all proceeds of the sale on trust for S&R and must account to S&R for the proceeds of the sale unless and until S&R has received payment in full of all amounts owing to S&R from the purchaser under this or any other agreement.

(f)    If the purchaser breaches this agreement (whether by failure to pay for goods or otherwise) then S&R may, without notice, enter the premises occupied by the purchaser (or any premises where unpaid goods are located) in order to inspect the unpaid goods and recover possession of all or part of them. S&R shall not be liable for any trespass or for any costs, losses, damages or other expenses suffered by the purchaser or anyone else, and the purchaser indemnifies S&R in respect of any trespass and any costs, losses, damages or expenses suffered by the purchaser or any other person in connection with the entry to such premises and/or the recovery of unpaid goods.

9. CLAIMS

The purchaser shall advise S&R in writing of any claims:

-    in respect of loss or damage that has occurred to goods while they were in the custody of S&R or S&R’s carrier – within 7 days of receipt of the goods; and

-    for non-delivery where S&R’s carrier was to deliver the goods – within 14 days of the agreed delivery time (or if there was no agreed delivery time within 14 days of the advised dispatch date).

If the purchaser does not advise S&R as set out above, S&R shall not be bound to take any action in respect of that loss or damage or non-delivery.

10. WARRANTIES & LIABILITY

(a)    Any warranties given by S&R with respect to goods are set out on the packaging of or on enclosures with the particular goods to which they relate.

(b)    As far as the law permits, the purchaser releases S&R and its servants and agents from any claim arising in any way from the purchase of goods. This limitation of liability extends, without limitation, to special, consequential, direct and indirect loss or damage and loss of income or profits and loss of business, whether caused by any defect or unsuitability in the goods, by the negligence of S&R, its servants and agents or by any other thing.

(c)    In respect of liability that cannot be excluded, S&R’s only liability shall be to do whichever of the following S&R chooses – the replacement by S&R of the goods, the supply by S&R of equivalent goods or the repair by S&R of such goods.

(d)    S&R does not make any representation or promise that any parts or repair facilities in respect of the goods will be available or available at any time or at any specified location.

11. RETURNS

Under no circumstances will returns for replacement or claims for credit on delivered goods be accepted after seven days from date of delivery. S&R shall not be obliged to accept the return of any goods, but may, in its absolute discretion, agree to accept the return of particular goods. Goods must be returned in the condition sent and must be in their original packaging.  Upon receipt and providing the claim is accepted, Spencer & Rutherford will provide a replacement as soon as possible, and at our expense.

12. RESALES

S&R may set out or refer to a recommended retail price for goods. In such a case, the price set out or referred to is a recommended price only and there is no obligation for anyone to comply with the recommendation.

13. WAIVER

Failure by S&R to enforce any of these terms in respect of any breach by the purchaser shall not be construed as a waiver of any of S&R’s rights or a waiver of S&R’s right to enforce the term in respect of that breach in the future. The only person authorised to waive a breach by the purchaser is a Director of S&R, and the purchaser shall not seek to rely upon a waiver purportedly given on behalf of S&R by any other person.

14. GOVERNING  LAW

These terms shall be governed by and construed in accordance with the laws in force in Victoria, Australia and the purchaser submits to the jurisdiction of the courts of Victoria and the Commonwealth of Australia.

I Michaelides - SR Family Trust t/a: Spencer & Rutherford – (“S&R”) ABN: 29 263 262 375  Suite 2, Ground Floor, 45 William Street Melbourne Victoria 3000 Australia