Terms and Conditions
TERMS AND CONDITIONS OF TRADE
These T&Cs apply to all orders. No terms and conditions of the Customer will apply to any order for and any supply of Goods by the Supplier to the Customer.
Order for Goods / Services
- Any quotation by the Supplier does not constitute an offer to
- Unless otherwise stated by the Supplier, any quotation by the Supplier will remain valid for 30 days from the date of the quotation provided that the Supplier may withdraw or vary a quotation at any time prior to the Supplier’s acceptance of an
- Any Order by the Customer to the Supplier and/or any acceptance of any Goods by the Customer will constitute agreement to these T&Cs by the
- No Order by the Customer will be binding on the Supplier unless the Supplier accepts the
- If the Supplier accepts an Order, the parties will have created a binding Contract and the Supplier will supply the Goods to the Customer, and the Customer will pay the Price to the Supplier in accordance with the terms of the Contract (which will include these T&Cs).
- The Customer is not entitled to cancel any Order or Contract and must pay to the Supplier any costs associated with the Customer purporting to cancel any Order or
- The Customer must provide to the Supplier all information, instructions, and facts relevant to the Goods at the time the Customer requests any quotation from the Supplier and prior to providing any Order to the Supplier.
- If at any time the Supplier considers that any information, instructions or facts provided by the Customer to the Supplier are not sufficient to enable the Supplier to supply the Goods to the Customer in accordance with the Contract, the Customer must, at the Customer’s cost, provide such further information, documents or assistance as the Supplier considers reasonably
- The Supplier will be entitled to rely on the accuracy of any information, instructions, reports, plans, specifications, and facts provided by the
- If there are any errors in any information, instructions or facts provided by the Customer to the Supplier, the Supplier will, in addition to the Supplier’s other rights under these T&Cs or at law, be entitled to vary the
- The Customer must ensure the specifications and properties of Goods stated in any Order by the Customer will be fit for the intended purpose of the
- The Customer will be responsible for the quantity of any Goods in any Order and the Supplier will not have any liability to the Customer if there is any excess or shortfall of the Goods for the intended
- The Supplier may cancel any Contract at any time prior to delivery of the Goods with no liability other than to repay any amount of the Price paid in advance of the
Price and payment
3.1 Unless otherwise agreed by the Supplier in writing, and at the Supplier’s sole discretion, the Price will be either as indicated on any invoice provided by the Supplier to the
Customer or the Supplier’s quoted price which will be valid for a period of thirty (30 days) from the date of the quote subject to variation (whether before or after the acceptance of an Order or before or after the formation of a Contract or during the term of a Contract).
- Time for payment for the Goods being of the essence, the Price will be payable by the Customer on a COD basis (or 7 days from date of invoice if commercial Customer).
- Unless otherwise stated by the Supplier in writing, the Price is exclusive of any delivery charges and inclusive of GST.
- The Customer must not withhold, make deductions from, or set-off, payment of any money owed to the Supplier for any
- The Supplier may charge, in addition to the Price, any other fees, charges and surcharges that the Supplier notifies to the Customer from time to
- If the Customer defaults in payment by the due date of any amount payable to the Supplier, then all money which would become payable by the Customer to the Supplier at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer, and the Supplier may, without prejudice to any of its other accrued or contingent rights:
- charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 (Vic) plus 2% for the period from the due date until the date of payment in full;
- charge the Customer for all expenses and costs (including without limitation all legal costs on an indemnity basis, expenses and mercantile agent’s commissions) incurred by it in taking whatever actions it deems appropriate to recover any sum due;
- cease or suspend supply of goods or services to the Customer without liability to the Customer or any third party for any loss or damage whether directly or consequentially;
- by written notice to the Customer, terminate any uncompleted contract with the Customer;
- enforce any security granted by the Customer to the Supplier in these T&Cs.
Delivery of Goods
- If the Supplier agrees to deliver Goods:
- the Supplier will charge delivery charges, demurrage, waiting time and other charges in the Supplier’s price list or otherwise nominated by the Supplier from time to time;
- the Supplier will endeavor to deliver the Goods to the any delivery address on the Delivery Date; and
- the Supplier may charge further delivery charges if the Customer is unable to receive delivery of the Goods at any delivery address or on the Delivery Date or in accordance with any other delivery
- The Supplier will not be liable for any delay in the delivery of Goods to the Delivery
- The signature of a member of the Customer’s Personnel on the delivery docket will represent the Customer’s acknowledgement that the Goods comply with the Contract and these T&Cs.
- The Customer must inspect any Goods immediately on collection or delivery of the
- If the Supplier agrees to deliver Goods:
- Risk in the Goods will pass to the Customer, and the Customer will be deemed to have accepted the Goods, immediately when the Goods are delivered to the Customer.
- If the Customer agrees to collect the Goods, the risk in the Goods will pass to the Customer, and the Customer will be deemed to have accepted the Goods, immediately when the Goods are placed on any vehicle or means of
- If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, the Supplier is entitled to receive all insurance proceeds payable for the The production of these terms and conditions by the Supplier is sufficient evidence of the Supplier’s rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquiries.
- The Customer will not receive title to Goods until the Customer makes full payment of the Price and any other amounts payable to the Supplier (including full payment of the Price for any Services provided by the Supplier to the Customer which relate to Goods acquired by the Customer).
- Until title in the Goods passes to the Customer in accordance with these T&Cs, the Customer will:
- be only a bailee of the Goods;
- ensure the Goods are kept separate and identifiable from other goods;
- not grant any charge over, or interest in, the Goods to any third party;
- return any Goods to the Supplier immediately on request;
- authorise the Supplier or any agent of the Supplier to enter any land and premises owned, occupied or controlled by the Customer where the Goods are located and take possession of the Goods; and
- hold the proceeds from any sale or disposal of the Goods on trust for the Supplier,
and the Supplier may repossess, retain, deal with and/or sell the Goods as the Supplier determines in the Supplier’s absolute discretion.
- The Supplier may, for the purposes of exercising the Supplier’s rights under clause 2, enter any premises owned, occupied or controlled by the Customer and remove the Goods.
Security by the Customer and the Personal Property Securities Act
- In consideration of the Supplier agreeing to supply the Goods, the Customer hereby charges all of its right, title
and interest (whether joint or several) in any land, realty or other assets capable of being charged, which are owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these T&Cs including, but not limited to, the payment of monies owed to the Supplier.
- The Customer hereby consents to the registration by the Supplier of a caveat against the title of any property owned by the
- For the purposes of the PPSA:
- terms used in this clause that are defined in the PPSA have the same meaning as in the PPSA;
- these T&Cs are a security agreement and the Supplier has a Purchase Money Security Interest in all present and future Goods supplied by the Supplier to the Customer and the proceeds of Goods;
- the security interest is a continuing interest irrespective of whether there are monies or obligations owing by the Customer at any particular time;
- The Customer must do whatever is necessary in order to give a valid registrable security interest over the
- The security interest arising under this clause attaches to the Goods when the Goods are collected or dispatched from the Supplier’s premises and not at any later time.
- In consideration for the Supplier supplying Goods to the Customer under these Terms and Conditions, the Customer:
- grants to the Supplier a security interest, and to the extent applicable, a purchase money security interest (PMSI) in respect of all Goods supplied by the Supplier to the Customer;
- agrees that the security interest and any PMSI granted will continue to apply to any goods coming into existence or proceeds of sale of Goods or goods coming into existence;
- agrees to treat the security interest and any PMSI created under these T&Cs as a continuing and subsisting security interest in the relevant Goods with priority over any registered or unregistered general (or other) security and any unsecured creditor (even if the Goods become fixtures before paid for in full);
- agrees that the security interest and any PMSI has attached to all Goods now or in the future supplied to the Customer by the Supplier;
- agrees that the security interest extends to all of the collateral being all of the Customer’s present and after acquired property.
- these Terms and Conditions constitute a security agreement for the purposes of the PPSA with respect to any security interest or PMSI in relation to the Goods or any other collateral in relation
7.6 The Supplier reserves the right to register a financing statement under the PPSA in respect of the Goods and to generally register and perfect any security arising pursuant to these Terms of Trade and the supply of Goods to the Customer. The Customer agrees to reimburse the Supplier for all costs and/or expenses incurred or payable by the Supplier in relation to registering, maintaining or releasing any financing statement or any other document in respect of any security interest under this agreement.
- The Customer and the Company agree that to the extent mentioned by Section 115(1) (a) – (r) of the PPSA, they agree to contract out of each of the provisions of the PPSA listed in section 115(1) (a) – (r) (inclusive) and the Customer hereby waives it rights under each of the sections of the PPSA referred to therein. The Customer further waives its right to receive a copy of any financing statement, any financing change statement or any verification statement that is or may be registered, issued or received at any time or which would otherwise be required to be provided by the Supplier under the PPSA.
- The Customer agrees that, until all monies owing to the Supplier are paid in full, it shall not sell or grant any other security interest in the Goods or any collateral thereto (which collateral shall be deemed to include all Goods and the proceeds from the sale of such Goods by the Customer).
The Supplier will not be liable to the Customer for any failure to perform, or delay in performing, the Supplier’s obligations under these T&Cs if the failure or delay is due to any cause beyond the Supplier’s reasonable control and if any such failure or delay continues for a period of 14 days the Supplier may terminate any affected Contract.
Defects, Warranties and Returns
- The Customer must inspect the Goods and any Services provided on delivery and must within 7 days of delivery notify the Supplier in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or
- Upon the notification referred to in clause 1, the Customer will allow the Supplier to inspect the Goods.
- The Customer must at all times confirm that the Goods are in every way suitable to the expected
- These T&Cs do 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 other than the express warranties contained in the Teppas Group Residential and Commercial Film
- If the Customer is a consumer within the meaning of Schedule 2 to the Competition and Consumer Act 2010 (Cth) and Schedule 2 thereto (known as Australian Consumer Law or ACL) nothing in these T&Cs restricts, limits or modifies the Customer’s rights or remedies against the Supplier for failure of a statutory guarantee under the ACL.
- If the End User is a consumer and:
- 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 the Supplier’s liability to the Customer;
(b) The Goods or Services are of a kind ordinarily acquired for personal, domestic or household use or consumption, payment of any amount required under section 274 of the ACL is the absolute limit of the Supplier’s liability to the Customer,
howsoever arising under or in connection with the sale, installation, use of, storage or any other dealings with the Goods or Services by the Customer or any third party.
- If clauses 5 and 9.6 do not apply, the Supplier is not liable to the Customer in any way (whether under Statute, contract, tort, negligence or otherwise) arising under or in connection with the sale, delivery, use of, storage or any other dealings with the Goods by the Customer, End User or any third party.
- The Supplier is not liable for any consequential loss or expense suffered by the Customer, End User or any third party however caused, including but not limited to loss of profits, business, revenue, savings, opportunity, reputation, access to markets, publicity or goodwill or any such liability to the Customer, End User or a third party, except to the extent of any liability imposed by the ACL.
- The Customer acknowledges and agrees that:
- it has not relied on any service involving skill and judgment, or on any advice, recommendation, information, reports, tests or assistance provided by the Supplier in relation to the Goods or their use or Any advice, recommendations, information, reports, tests or assistance provided by the Supplier in relation to the Goods supplied by it or their use or application is given in good faith, and is believed by the Supplier to be appropriate and reliable. However, as far as permitted by law, the Supplier is not liable for any loss or damage arising therefrom.
- it has not made known, either expressly or by implication, to the Supplier any purpose for which it requires the Goods and it has the sole responsibility of satisfying itself that the Goods are suitable for the use of the Customer;
- all written or verbal comments made by the Supplier or Supplier’s representatives are made on an “as is” basis without warranties of any kind either express or
- Subject to clause 5, the Supplier does not warrant or represent that:
- the Goods will match any sample of the Goods requested by the Customer;
- the specification and condition of the Goods matches any tests performed on samples of the Goods by the Supplier;
- the Goods do not contain any constituents that may impact upon their nature and quality.
The Supplier may at its sole discretion supply sample Goods to a Customer. The Customer must pay for the sample Goods in full within 7 days of supply should they wish to retain them. The Customer hereby acknowledges that clause 6 of these T&Cs applies to the sample window films and the Customer agrees to be bound by the terms and obligations set out in clause 6 of these T&Cs.
- Nothing in these T&Cs is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of goods or supply of services which cannot be excluded, restricted or modified.
Release and Indemnity
The Customer indemnifies the Supplier and the Supplier’s Personnel from and against any Liability or Claim arising directly or indirectly in relation to:
- the accuracy of all information provided by the Customer to the Supplier in relation to the Goods or any other matters;
- the Customer’s breach of these T&Cs;
- the negligence or willful misconduct of the Customer or any member of the Customer’s Personnel;
- the Supplier or any member of the Supplier’s Personnel delivering the Goods in accordance with the Customer’s instructions;
- the Supplier or any member of the Supplier’s Personnel entering a delivery address;
- damage to the property of the Customer or any third party during any delivery of Goods;
- any spillage, breakage or contamination of Goods during any transport or delivery;
- the Goods not being fit for any particular purpose;
- any tests in relation to Goods;
- the Customer or any member of the Customer’s Personnel directly or indirectly causing any delay in the supply of any Goods;
- the Supplier having to resupply the Goods, or undertake any rework, as a result of the actions or omissions of the Customer or any third party;
- the Customer or any member of the Customer’s Personnel refusing to accept any delivery;
- the Customer or any member of the Customer’s Personnel purporting to cancel any Order or Contract; and
- any proceedings, claims and demands in relation to any secured
- The Supplier may immediately terminate, or suspend the performance of, any Contract and the Customer must immediately pay any money owed to the Supplier if:
- the Customer breaches a term of these T&Cs or any Contract and does not remedy the breach within 7 days of receiving a notice from the Supplier requiring the Customer to do so;
- the Customer breaches a term of these T&Cs or any Contract which is not capable of remedy;
- there is any change in the Control of the Customer; or
- an Insolvency Event arises in relation to the
- The Supplier may immediately terminate, or suspend the performance of, any Contract and the Customer must immediately pay any money owed to the Supplier if:
“Claim” means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of
whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise;
“Contract” means a contract formed as a result of the acceptance of an Order by the Supplier, with the terms of the contract consisting solely of these T&Cs;
“Customer” means the customer set out in any quotation, offer or other document provided by the Supplier (or, in the absence of such information, the customer who placed the Order);
“Delivery Date” means the date for the delivery of the Goods in a Contract;
“End User” means any person, firm or corporation who has acquired Goods from the Customer;
“Goods” means the goods in a Contract;
“Insolvency Event” means any of the following, or any analogous, events:
- the Customer disposes of the whole or any part of the Customer’s assets, operations or business other than in the ordinary course of business;
- the Customer ceases, or threatens to cease, carrying on business;
- the Customer is unable to pay the Customer’s debts as the debts fall due;
- any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Customer’s assets, operations or business;
- any step is taken for the Customer to enter into any arrangement or compromise with, or assignment for the benefit of, the Customer’s creditors or any class of the Customer’s creditors; or
- any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of the Customer’s assets, operations or business;
“Liability” means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonable legal fees);
“Order” means any written or verbal order by the Customer to the Supplier for Goods;
“Personnel” means any employee, servant, contractor, subcontractor, agent, partner, director or officer of a party;
“PPSA” means Personal Property Securities Act 2009 (Cth);
“Price” means the price of the Goods as nominated by the Supplier from time to time;
“Services” means the services in a Contract and any services associated with the Goods;
“Supplier” means tint dot melbourne Pty Ltd (ACN 141 691 170) t/as tint.melbourne and its related entities, successors and assigns; and
“T&Cs” means these Terms and Conditions.