TERMS AND CONDITIONS OF SALE
ZETR PTY LTD
These terms and conditions of sale apply to all sales of goods by ZETR Pty Ltd, ABN 93 619 996 593 (ZETR) to the exclusion of all others, including any terms and conditions of the proposed purchaser of the goods (Purchaser) whether on the Purchaser’s order form or otherwise.
By:
placing an order for goods with ZETR;
taking delivery of goods from ZETR; or
accepting a quotation for goods provided by ZETR,
the Purchaser is deemed to have agreed to these terms and conditions of sale.
PAYMENT
The Purchaser must pay the purchase price of the goods in full before delivery unless ZETR has previously agreed in writing to supply those goods on credit account payment terms.
If ZETR agrees to supply goods on credit account payment terms, the Purchaser must pay the purchase price of the goods on or before the end of the month immediately following the month in which the goods are invoiced.
ZETR is under no obligation to continue to supply goods to the Purchaser on credit account payment terms and ZETR may discontinue or vary credit account arrangements at any time.
ZETR reserves the right to charge an account service fee of 2.0% of the amount outstanding per month on overdue accounts.
Purchasers of goods who are not subject to credit account payment terms may be required to pay a minimum deposit of 50% of order value upon placement of their order, with the balance being payable prior to delivery.
PRICE
The price of goods in a quotation issued by ZETR is current as at the date of quotation and is valid for a period of 30 days, unless otherwise indicated on the quotation.
All prices are exclusive of Australian goods and services tax, as imposed under A New Tax System (Goods and Services Tax) Act 1999 (GST). The Purchaser must pay all GST subject to receipt of a tax invoice. The Purchaser must also pay all other applicable duties, taxes and levies in connection with the supply of the goods. Without limitation, the Purchaser is responsible for any increases in duties, taxes or levies after the date of quotation.
DELIVERY
ZETR will charge a standard delivery fee for deliveries within the Sydney metropolitan area, as specified on the quotation for the goods. Additional delivery fees and charges may apply for deliveries outside of the Sydney metropolitan area. Freight to other destinations is subject to separate arrangements and agreements prior to order placing. The installation and operation of all goods should be in accordance with the installation manual only.
If a delivery date is specified ZETR will endeavour to deliver within the time so specified and will take reasonable precautions and exercise due diligence in order to avoid late delivery. However, where circumstances outside of ZETR's reasonable control prevent or frustrate delivery, ZETR will not be liable for any loss or damage of any kind whatsoever caused directly or indirectly by the failure to meet the delivery date.
ZETR’s obligation to deliver the goods to the Purchaser is suspended to the extent that it is unable to fulfil that obligation due to events beyond its reasonable control, including the failure of a third party to supply the goods, transportation problems, industrial disputes and the acts of any government or authority.
Expedited shipping is available for rush orders upon request. You will receive an email on confirmation of your order. Another email with a tracking number will be sent to you once your order has been dispatched and a text message will be sent to you on the morning that the order will be delivered. Email contact@zetr.com.au if you find that your order is taking longer than expected. Please ensure your delivery address is attended during business hours.
ORDER LEAD TIME
For existing ZETR range, please allow a minimum 10 working days lead time on all orders from receipt of payment in full. For surface matched range, please allow 30 working days production lead time from receipt of payment in full.
CLAIMS AND GOODS RETURNED FOR CREDIT
The Purchaser will be deemed to have accepted the goods in good order and as being in accordance with the order unless it notifies ZETR in writing within a reasonable period of time after receipt of the goods to the contrary.
Subject to the obligations of ZETR under these terms and conditions of sale in relation to defective goods and subject to any Non-Excludable Guarantees (defined below) that may apply, all returns of goods (such as for change of mind) and the credit allowed upon the return of goods is at the absolute discretion of ZETR. Without limiting ZETR's discretion:
a credit to the full amount to be used within 12 months of the purchase date; or a 15% re-stocking charge will be applied to the goods that ZETR allows a Purchaser to return for credit;
goods will not be accepted for credit beyond 30 days from the date of supply;
the original invoice number must be quoted in relation to the return;
credit will only be allowed for goods sourced from a third party supplier if that supplier agrees to the return of the goods; and
ZETR will not allow credit on the return of custom-made, specialized or modified products (products created to specific matched surfaces) or made to order goods.
If ZETR agrees to accept the return of goods (other than defective goods and subject to any Non-Excludable Guarantees), it is a condition of that return that the goods be in their original containers and not be delivered soiled or damaged in any way. Returned goods may be rejected or credited at a reduced rate by ZETR if this condition is not satisfied.
To the extent permitted by law and subject to any Non-Excludable Guarantees, the Purchaser is responsible for all freight and other charges associated with the return of goods to ZETR.
WARRANTY AND INDEMNITY
Nothing in these terms and conditions of sale limits, excludes, or modifies any statutory consumer guarantees or any implied condition or warranty the exclusion of which from these terms and conditions of sale would contravene any statute or cause any part of these terms and conditions of sale to be void (Non-Excludable Guarantees). Subject to the limitations in the preceding sentence and to the extent permitted by law, all other warranties are excluded.
Except for liability in relation to any Non-Excludable Guarantees, the liability of ZETR to the Purchaser in connection with the supply of goods, is limited to whichever of the following ZETR may elect, namely, the replacement of the goods or the supply of equivalent goods, the repair of the goods, the payment of the cost of replacing the goods or acquiring equivalent goods, or the payment of the cost of having the goods repaired. To the extent permitted by law, ZETR excludes all other liability, including liability in negligence. Without limitation, ZETR will not in any circumstances be liable for any consequential or special damages, losses or expenses.
The Purchaser indemnifies ZETR and will keep ZETR fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or wilful misconduct of the Purchaser in connection with the installation or use of the goods.
To the extent permitted by law and subject to any Non-Excludable Guarantees, ZETR excludes all liability to the Purchaser in connection with the Purchaser’s use of the goods or the suitability of the goods for that use.
TITLE
Risk in the goods supplied by ZETR will pass to the Purchaser immediately upon the goods being delivered to the Purchaser or the Purchaser taking control or possession of the goods (whichever is the sooner) and the Purchaser has the obligation to insure the goods after this time.
Title to goods supplied by ZETR will not pass to the Purchaser until the Purchaser has paid for the goods in full. Until such time as the goods have been paid for in full, the Purchaser holds the goods as bailee only and must store the goods in such a manner as to show clearly that they are the property of ZETR.
Until such time as the goods have been paid for in full, the Purchaser is at liberty to sell the goods, in the ordinary course of business, as agent for ZETR and must hold the proceeds of any sale of goods on trust for ZETR in a separate account.
PPSA
The Purchaser acknowledges and agrees that these terms and conditions of sale contain a security interest or purchase money security interest (PMSI) in the goods in favour of ZETR.
ZETR may, in its discretion, take steps to register the security interest or PMSI evidenced by these terms and conditions of sale on the Personal Property Securities Register.
The Purchaser must promptly upon request from ZETR:
do anything for the purposes of:
ensuring that any security interest created under, or provided for by, these terms and conditions of sale:
attaches to the collateral that is intended to be covered by that security interest;
is enforceable, perfected, maintained and otherwise effective; and
has the priority contemplated by this agreement; or
enabling ZETR, on and from the registration commencement time, to prepare and register a financing statement or financing change statement; or
enabling ZETR to exercise any of its powers in connection with any security interest created under, or provided by, these terms and conditions of sale; and
provide any information requested by ZETR in connection with these terms and conditions of sale to enable ZETR to exercise any of its powers or perform its obligations under the PPS Law.
To the extent the law permits:
for the purposes of sections 115(1) and 115(7) of the PPSA:
ZETR need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d) or 132(4); and
sections 142 and 143 are excluded;
for the purposes of section 115(7) of the PPSA, ZETR need not comply with sections 132 and 137(3); and
if the PPSA is amended after the date of these terms and conditions of sale to permit the Purchaser and ZETR to agree to not comply with or to exclude other provisions of the PPSA, ZETR may notify the Purchaser that any of these provisions is excluded, or that ZETR need not comply with any of these provisions, as notified to the Purchaser by ZETR.
To the extent the law permits, the Purchaser waives:
its rights to receive any notice that is required by:
any provision of the PPSA (including a notice of a verification statement); or
any other law before ZETR exercises its rights; and
any time period that must otherwise lapse under any law before ZETR exercises its rights.
If the law which requires a period of notice or a lapse of time cannot be excluded, but the law provides that the period of notice or lapse of time may be agreed, that period or lapse is one day or the minimum period the law allows to be agreed (whichever is the longer).
However, nothing in this clause prohibits ZETR from giving a notice under the PPSA or any other law.
For the purpose of this clause:
PPS Law means:
the PPSA and any regulation made at any time under the PPSA, including the PPS Regulations (each as amended from time to time); and
any amendment made at any time to any other legislation as a consequence of a law or regulation referred to in paragraph (a).
PPS Regulations means the Personal Property Securities Regulations 2010 (Cth).
PPSA means the Personal Property Securities Act 2009 (Cth).
Terms defined in the PPS Law have the same meaning when used in these terms and conditions of sale.
DEFAULT
If the Purchaser does not pay ZETR for the goods on the due date for payment, an administrator, liquidator, receiver or receiver and manager is appointed to the Purchaser or any of its assets, a resolution is passed or an application is presented for the winding up of the Purchaser, the Purchaser becomes insolvent or enters into any arrangement with its creditors or the Purchaser commits any act of bankruptcy, ZETR may do any of the following without prejudice to any other rights it has:
withhold delivery of the goods;
require the Purchaser to immediately pay ZETR all amounts for goods supplied;
retake possession of any goods on which title has not passed to the Purchaser and for that purpose the Purchaser authorizes ZETR by its employees or agents, to enter any premises where the goods may be situated.
The Purchaser indemnifies ZETR against all costs and expenses (including legal costs on an indemnity basis) incurred by ZETR in connection with the recovery or attempted recovery of amounts owing to it by the Purchaser.
INTELLECTUAL PROPERTY
ZETR is the exclusive owner of all intellectual property rights in all inventions, names, illustrations, drawings, plans, specifications, formulas and documents relating to the goods. Nothing in these terms and conditions of sale operates or is intended to deny ZETR, or confer on the Purchaser, any licence or other intellectual property rights in the goods.
A reference to intellectual property rights includes patents, trade marks, copyright, registered designs and licences and applications in respect of any of the above.
PRIVACY
ZETR collects personal information from the Purchaser for the purposes of supplying the goods and managing the Purchaser's account, assessing the credit worthiness of the Purchaser, registering ZETR'S security interests over goods and otherwise implementing these terms and conditions of sale and for any other purpose described in ZETR'S Privacy Policy and Credit Reporting Policy. ZETR may disclose personal information to third parties operating outside Australia including in [insert countries if applicable, such as New Zealand]. ZETR's Privacy Policy contains information about how a Purchaser may access and correct personal information held about them, make a complaint about a potential breach of privacy and how ZETR will respond to such a complaint.
CONTRACT
A quotation by ZETR constitutes an invitation to the Purchaser to submit an order for the goods in the quotation. ZETR may accept or reject an order and does not have any obligation to supply goods to the Purchaser until it has accepted the order for the goods from the Purchaser.
Once an order has been accepted by ZETR, the Purchaser cannot cancel the order without the prior consent of ZETR. If ZETR consents to the cancellation of an order, that consent is given on the condition that the Purchaser reimburse ZETR for any costs, charges, expenses, loss of profit and consequential damage that ZETR has or may suffer in relation to such cancellation.
GENERAL
Each term of this document is severable from the other, and if for any reason a term is invalid or unenforceable it shall not prejudice or affect the validity or enforceability of any other term. These terms and conditions of sale must be read and construed so as to give them full effect subject only to any mandatory contrary provision of law to the intent that where these terms and conditions of sale would but for the provisions of this clause have been read and construed as being void or unenforceable they will nevertheless be valid and enforceable as the case may be to the full extent to which the law permits.
No failure or delay on ZETR's part in exercising any power or right under these terms and conditions of sale operates as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right.
The Purchaser warrants to ZETR, that it will comply with all privacy laws in relation to these terms and conditions of sale at all times and will notify ZETR of any issues or requirements under such laws in relation to these terms and conditions of sale of which the Purchaser should be aware.
These terms and conditions of sale are governed by the law of New South Wales and the parties submit to the jurisdiction of the courts of New South Wales.
INTERPRETATION
Headings are for convenience only and do not affect interpretation. The following rules apply unless the context requires otherwise:
the singular includes the plural and conversely. A gender includes all genders;
if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them;
a reference to a clause is a reference to a clause of these terms and conditions of sale;
a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;
a reference to conduct includes an omission, statement and undertaking, whether or not in writing;
a reference to dollars and $ is to Australian currency;
a reference to a right or obligation of any two or more persons confers that right, or imposes that obligation, as the case may be, jointly and severally;
the meaning of general words is not limited by specific examples introduced by including, or for example, or similar expressions.