Terms & Conditions
T&H SHEETMETAL PTY. LTD. STANDARD TERMS & CONDITIONS
[1] APPLICATION OF THESE CONDITIONS
These terms and conditions stated by T&H Sheetmetal Pty Ltd, subject to any variations that we agree to in writing, apply to supplies, products or services made or provided by T&H as the Supplier to the entity specified in the invoice or the contract as the Purchaser. These conditions, in their present form or as changed, as well as the relevant invoices, purchase orders and documentation are to be exchanged between the parties from the contract (Supplier and Purchaser).
[2] DEFINITIONS
In these terms and conditions:
“Agreement” – is defined as any agreement made between the Supplier and Purchaser outlined within the contractual agreement (between T&H and the Client);
“Client/Contractor/Customer” – is defined as the person/s involved in acquiring goods and/or services from T&H;
“Goods” – is defined as item/s or product/s supplied by T&H to the Client;
“GST” – is defined as the Goods and Services Tax, as defined within the Goods and Services Tax Act 1999 and its associated Regulations as amended;
“Intellectual Property” – is defined as being inclusive of, but not limited to all confidential information, copyrights, designs, manufacturing processes and procedures, patents, specifications and trade-marks owned or licensed by T&H Sheetmetal Pty Ltd;
“PPSA” – is defined as the Personal Property Securities Act 2009 (Commonwealth) and its related Regulations as amended;
“Services” – is defined as the service/s or act/s supplied by T&H to the Client;
“Terms” – is defined as the Terms and Conditions of Sale; and
“T&H Sheetmetal/T&H” – is defined as T&H Sheetmetal Pty Ltd (ABN No. 34 057 885 855) of 49-51 Nealdon Drive, Meadowbrook, QLD, Australia, 4131.
[3] ACKNOWLEGEMENT
The Client acknowledges and agrees that:
(a) – Any information provided or description given in reference to the goods and/or services within a quotation, invoice or document is given by means of identification only; and
(b) – They must provide to T&H the full payment agreed upon within the contract by the finalisation of works to be completed by the Supplier for the Client, and must comply with T&H’s Standard Terms and Conditions.
[4] BASIS OF AGREEMENT
4.1 The Client acknowledges and agrees that:
(a) – Any information provided or description given in reference to the goods and/or services within a quotation, invoice or document is given by means of identification only; and
(b) – They must provide to T&H the full payment agreed upon within the contract by the finalisation of works to be completed by the Supplier for the Client, and must comply with T&H’s Standard Terms and Conditions. Unless otherwise agreed upon in writing by T&H, these Standard Terms and Conditions apply to, but are not limited to every verbal and/or written agreement and cannot be varied or replaced by any other terms or conditions, including the Client’s Terms and Conditions (if applicable).
4.2 – An agreement is only accepted by T&H when T&H accepts an offer from the Client in writing or provides the Client with these goods and/or services.
4.3 – Any quotation provided by T&H to the Client for the proposed supply of goods and/or services is: (a) – Only valid if in writing; and (b) – Valid for 30 days only.
[5] BILL OF QUANTITIES
5.1 – Our tender price is limited to only the items in the Bill of Quantities, Quotation or Schedule of Items supplied by T&H, should you require any additional item/s, they will be treated as variation/s and will be charged accordingly.
[6] TENDER VALIDITY
6.1 – The tender is valid for a period of 30 days and may be withdrawn by T&H at any time prior to the unconditional acceptance by the Client.
[7] EQUIPMENT SELECTION
7.1 – The equipment offered is based on T&H’s specification and performance, which is subject to change at any time. T&H are not liable and take no responsibility for the equipment selection and its performance to meet the requirements of the Client, should the brand not be nominated in the tender documents.
7.2 – Loose Items: T&H have not included small wares unless clearly nominated and specified in the quotation. Examples include, but are not limited to food pans/lids to cabinets/dishwashing baskets or additional shelves other than those supplied by T&H.
7.3 – On acceptance of T&H’s quotation, the Client/Contractor/Customer accepts the brands quoted, the warranty quoted, along with T&H’s Standard Terms and Conditions.
[8] ACCEPTANCE OF PURCHASE ORDERS & FORECASTS
8.1 – T&H will only accept purchase orders that are accompanied by a purchase order number. T&H reserves the right to refuse acceptance of any purchase order/s that fails to comply, within 1 week after receipt. Any quotation provided by T&H lapses if not accepted by the Client within 30 days.
8.2 – If the Client has provided T&H with a forecast of future requirements, the Client acknowledges that T&H will be entitled to rely on the accuracy of such forecast/s for the purpose of ordering raw materials, organising logistics, resources and labour, so as to meet those forecast requirements.
8.3 – If any such timeline forecast/s agreed upon by T&H and the Client is inaccurate, T&H shall be entitled to invoice the Client for all costs, expenses or losses that were made resulting from an inaccurate forecast/s by the Client.
[9] CASH RETENTIONS & BANK GUARANTEES
9.1 – T&H have not allowed for any retentions before, during or after works are completed for the Client. The Client acknowledges that payment is to be paid in full to T&H by the agreed upon due date of payment.
9.2 – T&H do not provide bank guarantees.
[10] EXCLUSIONS
10.1 – The following are excluded from the quotation by T&H, and therefore T&H are not liable and take no responsibility to fulfil these tasks, unless specified and agreed upon by both parties in the contract:
(a) – Mains power to units and cabinets;
(b) – Building penetrations;
(c) – Floor or wall chasing or repairs;
(d) – Site allowances;
(e) – Concrete pumping (unless specified in quotation);
(f) – Fire collars;
(g) – Connecting electrical cable/plugs/isolators to electrical appliances (unless it is standard with the provided appliance/s);
(h) – Plug, tapware and waste for sinks (unless included in quotation);
(i) – Additional structural steel work in the ceiling to support kitchen hoods/duct work;
(j) – Asset register; and
(k) – Dry basket arrestor (unless specified in quotation).
[11] TERMS OF PAYMENT
11.1 – Payment from the Client to T&H is subject to negotiation during the tender and quotation process only and cannot be negotiated after the contract has been signed.
11.2 – T&H’s standard terms of payment include a 30% deposit, a further 60% payment prior to the delivery of goods, as well as the remaining 10% balance to be paid to T&H upon completion of the service and/or delivery and the installation of goods to the Client. Payment for the goods and/or services must be made by the due date of payment that is agreed upon within the contract between T&H and the Client.
11.3 – Unless otherwise agreed upon in writing by T&H and the Client:
(a) – Merchant or other fees incurred as a result of payment by credit card will be charged to the Client’s account;
(b) – T&H reserves the right to require payment in full prior to the delivery of the goods and/or the completion of the services;
(c) – Payment by cheque is not deemed made or finalised until the full proceeds of the cheque have been cleared; and
(d) – Payment terms may be recanted or amended at the sole discretion of T&H immediately upon providing written notice to the Client.
[12] OFFSITE PAYMENT
12.1 – To be able to offer competitive prices, T&H have tendered on the basis of ordering equipment immediately and storing said equipment within our premises until the site is ready for us to deliver. To this effect, T&H would require off site payments for the goods stored within our premises awaiting installation. These products would be covered by T&H’s insurance whilst being stored within our premises only.
[13] GOODS & SERVICES TAX
13.1 – T&H’s total price will include G.S.T. – Should any changes occur or interpretations of the legislation by the Taxation Department differ, the effect of these would also be to the account of the client. The quoted price does not include any other Taxes or Government Charges, which may be applied after the date of our quotation.
13.2 – Tax Duties:
(a) – The Client is liable for all taxes (including GST), duties, levies and other government fees and charges in relation to the goods and/or services provided by T&H.
[14] Price Varitation
14.1 – The price quoted by T&H is unless otherwise agreed upon in writing, subject to variation at any time prior to the date of acceptance, upon written notice to the Client. Without limitation, if the cost of wages, materials or any other supply or input to T&H increases after the date of any written price quotation and before the delivery of the goods or the completion of the services specified, T&H may add a fair and reasonable amount to the price quoted, to cover the increase – the Client must pay the price as varied.
[15] PAYMENT DEFAULT
15.1 – If the Client defaults in payment by the due date of any amount payable to T&H, then all money which would become payable by the Client to T&H at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Client, and T&H may:
(a) – Charge the Client interest on any sum due to T&H, pursuant to the Queensland Civil Proceedings Act 2011 (s. 59, 3) for the period from the due date until the date of payment in full;
(b) – Charge the Client for, and the Client must indemnify T&H from, all costs and expenses, including but not limited to, all legal costs, collection agency costs and expenses incurred by it resulting from the default or in-action to enforce compliance with the Terms of Payment, or to recover any goods that were provided by T&H to the Client;
(c) – Cease or suspend the supply of any further goods and/or services to the Client; and
(d) – By notice in writing to the Client, terminate any agreement with the Client so far as unperformed by T&H.
15.2 – Clauses 15.1 (c) and (d) may also be relied upon and enforced by T&H:
(a) – Where the Client is a singular 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; and/or
(b) – Where the Client 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, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without the winding up of the Client.
[16] DELIVERY & RISK
16.1 – While T&H will use all reasonable endeavours to deliver by the date specified in the purchase order or written agreement, it does not unless otherwise agreed upon in writing by both parties, guarantee delivery on that date and is not T&H’s liability if any losses occur resulting from late or early delivery. Delivery of the goods should be effected and finalised when the goods are unloaded from the delivery vehicle or placed on the Client’s or the Client’s nominated carrier, car or property. If no date for delivery has been specified, then the goods shall be supplied to the Client and the Client shall receive the goods as soon as practicable once the purchase order has been accepted by T&H and the goods have been manufactured.
[17] TRANSPORT & OTHER DELIVERY PROVISIONS
17.1 – Imported Goods: Prices for imported goods have been based on exchange rates and import duty as at the date of tender. Any cost increases after this date as a result of fluctuations in the exchange rates or duties will be charged to the Client’s account and are not T&H’s liability.
17.2 – Freight: Prices for freight have been based on the availability and pricing as at the date of tender. Any cost increases in sea/air/road freight transportation after this date as a result of fluctuations in pricing will be charged to the Client’s account and are not T&H’s liability. In the case that T&H has allowed for sea/road freight transportation at the time of quotation, and this option becomes unavailable or delayed, then the Client will be responsible and liable for all additional costs if air freight is the only transportation option available to meet the Client’s project deadlines. T&H assumes no responsibility or liability for any unwarranted or additional costs from third party freight and/or transportation companies.
17.3 – Cranage: The inclusion of the hire and use of any crane or mechanical lifting equipment has not been included in T&H’s price quotation.
17.4 – Pallets & Tools: T&H retains the right of possession of any pallets and tools used for the delivery and installation of the goods and the Client agrees to indemnify T&H in relation to the hire and replacement cost of any pallets and/or tools not returned in good order and condition to T&H within 30 days of the delivery of the goods and/or services, unless otherwise agreed upon in writing by T&H.
[18] FINAL CONNECTIONS
18.1 – T&H have not allowed for the final connections of the goods or equipment ( i.e. Gas, Electrical, Plumbing etc):
(a) – T&H have not included any flexible gas hoses or safety chains unless otherwise specified in the tender documents or quotation;
(b) – T&H have not allowed for the supply of tapware or water filters unless otherwise specified in the tender documents or quotation;
(c) – T&H have not included grouting or concreting under floor troughs;
(d) – T&H have not included water connections or plumbing hook ups of drains to tundishes; and
(e) – T&H have not included electrical connections between equipment and the isolators (including cable if required).
[19] PASSING OF PROPERTY
19.1 – Time Extension: The time for completion of the project works by T&H shall be extended to take account of any delays caused by any matter or cause beyond T&H’s control. T&H’s tender price quotation does not include any monetary allowance for the cost of delays.
19.2 – T&H’s rights under Clause 19.3 secure:
(a) – T&H’s right to receive the full price of all goods and/or services sold under this contract;
(b) – All other amounts owing to T&H under this contract or any other contract between the two parties (T&H and the Client); and
(c) – If the Client fails to pay by the due date any amount owing to T&H, T&H may (without prejudice to any of its other rights), recover and resell any of the goods in which property has not passed to the Client. In addition to any rights T&H may have under Chapter 4 of the PPSA, T&H may, with or without notice, enter any premises where it expects the goods may be located and remove them without committing a trespass, and the Client authorises T&H to enter onto their premises where the goods are kept to take possession of the goods for that purpose at any time. The Client also indemnifies T&H from and against all loss suffered and/or incurred by and/or resulting from T&H as a result of exercising its rights under this Clause 19. If there is any inconsistency between T&H’s rights under this Clause 19 and its rights under Chapter 4 of the PPSA, this clause 19 prevails.
19.3 – The Client agrees that the legal title and property in the goods is retained by T&H until payment is received in cleared funds from the Client of all sums owing to T&H, whether under the contract or otherwise.
[20] PERFORMANCE OF AGREEMENT
20.1 – Any period or date for the delivery of goods or the provision of services stated by T&H is intended as an estimate only and is not a contractual agreement or commitment. T&H will use its reasonable endeavours to meet any estimated dates for delivery of the goods or completion of the services but will in no circumstances whatsoever be liable for any loss or damage suffered by the Client or any third party for failure to meet an estimated date.
20.2 – A completed drivers manifest or delivery docket, whether signed by the driver or by the Client or its employer or agent will be proof of delivery of goods invoiced.
[21] RETURNS
21.1 – T&H will in no circumstances allow for any form of returns of goods whatsoever unless otherwise agreed upon in writing by T&H.
[22] CANCELLATIONS
22.1 – If the Client cancels the order after the acceptance by T&H, then T&H will be entitled to damages for the breach of contract. This includes, but is not limited to, compensation for the costs and losses incurred for labour, materials and expenses involved in fulfilling the purchase order up to the date the request for cancellation is received and acknowledged by T&H.
[23] SPECIFICATIONS
23.1 – The Client must not reverse engineer any goods provided to it by T&H.
23.2 – All drawings, descriptive matter, designs and particulars supplied, remain T&H’s property and are to be returned to T&H on demand. The Client must not publish or communicate any of the aforementioned to any person or entity or publish them to be copied or communicate them to any other person or entity without T&H’s prior consent and agreement in writing.
23.3 – Design Certification: T&H’s quotation is based on drawings and specifications supplied, and no design check has been carried out on the specified design or materials. Should changes have to be carried out so as to comply with governing codes, additional costs may be incurred to the Client only.
23.4 – T&H may make any changes or improvements to the design or specification of the goods at any time without giving prior written notice to the Client unless otherwise agreed upon in writing by both parties.
[24] FORCE MAJEURE
24.1 – T&H is not liable for any loss incurred by the Client as a result of any delay or failure to observe any of these Clauses under T&H’s Standard Terms & Conditions as a result of any circumstances beyond the Client’s control, including but not limited to, any strike, lock-out, labour dispute, natural disaster, accidental or malicious damage or breakdown in machinery. The Client must notify T&H as soon as possible of such circumstance.
24.2 – During the continuance of such circumstances outlined in Clause 24.1, the obligations of the Client, to the extent that they are affected by the circumstance, are suspended and resume as soon as possible after the circumstance has ceased to have effect.
[25] INTELLECTUAL PROPERTY
25.1 – The Client acknowledges and agrees that it has no proprietary right or interest in the Intellectual Property of T&H.
25.2 – The Client must not at any time create, sell, manufacture or process any goods or services using or taking advantage of T&H’s Intellectual Property.
25.3 – Any Intellectual Property provided to the Client by T&H in connection with the goods and/or services remains the exclusive property of T&H and must be returned to T&H on demand and must not be copied or communicated to any third party without the express written consent by T&H.
[26] CONFIDENTIALITY
26.1 – Unless required by law or otherwise agreed upon in writing by T&H, the Client must keep confidential all information it receives from T&H in relation to the goods, T&H’s business or any service that T&H provides and any of T&H’s Intellectual Property, other products or processes except to the extent that information is in the public domain.
[27] PRIVACY
27.1 – The Client must comply with the Privacy Law of Queensland with respect to any act done or practice engaged in by the Client for the purposes of this contract, including but not limited to, the collection, use, disclosure, storage, destruction or de-identification of personal information of T&H.
27.2 – To read about T&H’s Privacy Policy and any relevant information, please see our Privacy Policy form by contacting our office for a copy.
[28] QUANTITY & QUALITY TOLERANCES
28.1 – Where the Client supplies specifications to T&H, any goods not varying in the specification stipulated by the Client by more than the established industry tolerance must be accepted by the Client as T&H’s compliance with the contract.
[29] INSURANCE
29.1 – T&H has only allowed for goods to be covered by T&H’s insurance whilst being stored within our premises only. Unless otherwise agreed upon in writing by T&H, insurance cover for the goods in transit will not be arranged by T&H.
[30] WARRANTY
30.1 – To read about T&H’s Terms of Warranty and any relevant information, please see our Terms of Warranty.
[31] ASSIGNMENT & NOVATION
31.1 – The Client must not assign or novate the contract or otherwise deal with the benefit of it or a right under it, or purport to do so, without the agreed upon written consent of T&H. A change in the control of the Client will be deemed an assignment for the purposes of this contract.
[32] RELATIONSHIP OF THE PARTIES
32.1 – Except as expressly provided in the contract, nothing in the contract is intended to constitute any form of fiduciary relationship or an agency, partnership or trust between T&H and the Client.
[33] SIGNIFICANT REGULATORY CHANGES
33.1 – Should any significant change in law or regulation occur during the term of contract, T&H will be entitled, by written notice to the Client, to increase the price payable by the Client for goods by an amount equal to the increased cost that will be incurred by T&H in supplying the goods to the Client as a result of such significant change in law and/or regulation.
[34] ENFORCEMENT OF PERSONAL PROPERTY SECURITIES ACT
34.1 – Notwithstanding anything to the contrary contained in these terms, the PPSA applies to these terms.
34.2 – For the purposes of the PPSA:
(a) – Terms used in Clause 34 that are outlined in the PPSA have the same definition as the PPSA;
(b) – These terms are a security and privacy agreement and T&H have a Purchase Money Security Interest in all current and impending products supplied by T&H to the Client and the profits of said products; and
(c) – The security interest is an ongoing interest regardless of whether there are monies or commitments owing by the Client at any particular time.
34.3 – The Client must directly upon T&H’s request:
(a) – Do all things and execute all documents necessary to give effect to the security interest created under this agreement; and
(b) – Acquire from any person considered by T&H to be significant to its security position such as agreements and waivers as T&H may at any time require.
34.4 – T&H may distribute amounts received from the Client in any manner T&H determines, including in any manner required to preserve any Purchase Money Security Interest it has in goods supplied by T&H.
34.5 – The parties (T&H and the Client) acknowledge and agree that these terms and any information pertaining to the sale of products and the details of the products shall be kept classified at all times. Neither party may disclose any information relating to these terms or the sale of the products, except as otherwise required by law or that it is already in the public domain.
[35] MISCELLANEOUS
35.1 – Within the attached quotation, no after-hours work has been allowed for, unless otherwise agreed upon in writing prior to the receipt of order by T&H.
35.2 – Within the attached quotation, T&H have allowed for workshop drawings only, service drawings have not been allowed for unless otherwise noted and agreed upon in writing by T&H.
*THE PRICES QUOTED BY T&H SHEETMETAL PTY LTD WILL REMAIN VALID FOR 30 DAYS ONLY – AND ARE SUBJECT TO T&H’S STANDARD TERMS AND CONDITIONS*
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