STANDARD TERMS AND CONDITIONS OF SALE
These Standard Terms and Conditions of Sale (Terms) apply to the supply of all goods and services (including warehousing, storage and handling) by Spot On Warehouse Solutions Pty Ltd. By placing an order, accepting a quotation, or delivering goods into our custody for storage or handling, you agree to the version of these Terms current at that time, as updated from time to time. These Terms are offered on a business-to-business basis; our goods and services are acquired for business purposes only and not for personal, domestic or household use.
1. Definitions and Interpretation
1.1 In these Terms, unless the context requires otherwise: ACL means the Australian Consumer Law in Schedule 2 to the Competition and Consumer Act 2010 (Cth); Customer means the person or entity that places an Order with, or acquires Goods or Services from, the Supplier; Goods means any goods, products, equipment, parts or materials supplied or agreed to be supplied by the Supplier; GST has the meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth); Order means any order for Goods or Services, whether in writing, electronically, verbally or by conduct; PPSA means the Personal Property Securities Act 2009 (Cth); Price means the price set out in the Supplier’s quotation or invoice; Services means any services supplied by the Supplier, including delivery, installation, assembly, repair, servicing and maintenance of Goods; Site means the Customer’s premises or other location at which the Supplier delivers, installs, repairs or services Goods; and Supplier, we or us means Spot On Warehouse Solutions Pty Ltd ABN 26 657 976 782 and its related bodies corporate.
1.2 Headings are for convenience only. The singular includes the plural and vice versa. A reference to a statute includes any amendment to it.
2. Application of these Terms
2.1 These Terms are incorporated into every quotation, Order and contract for the supply of Goods or Services and prevail to the extent of any inconsistency with any other terms.
2.2 These Terms apply to the exclusion of any terms proposed by the Customer (whether in an Order, purchase order or otherwise) unless expressly accepted in writing and signed by an authorised officer of the Supplier. Acknowledgement of a Customer document does not constitute acceptance of the Customer’s terms.
2.3 The Supplier may update these Terms from time to time. The version in force at the date of an Order applies to that Order. Changes do not affect Orders already accepted.
2.4 Equipment rental or hire is governed by the Supplier’s separate rental terms and agreements, not by these Terms.
2.5 No employee or agent of the Supplier has authority to vary these Terms or make any representation not expressly set out in them, and the Customer acknowledges it has not relied on any such representation.
3. Quotations and Orders
3.1 Unless stated otherwise, a quotation is valid for 30 days and may be withdrawn or varied before an Order is placed. A quotation is not an offer capable of acceptance and is based on the information available to the Supplier at the time; it may be revised following a site survey.
3.2 A contract is formed only when the Supplier accepts an Order, in writing or by commencing supply.
3.3 The Customer is responsible for the accuracy and completeness of each Order and all information provided (including specifications, quantities, site drawings, measurements and access details).
3.4 An accepted Order may not be cancelled or varied by the Customer except with the Supplier’s written consent and on terms indemnifying the Supplier against all resulting losses, costs and expenses, including for Goods already ordered, made or modified to the Customer’s requirements.
4. Price, Variations and GST
4.1 Unless stated otherwise, all prices are exclusive of GST, delivery, installation, and any duties, levies or other charges, which are payable in addition.
4.2 The Supplier may adjust the Price to reflect increases in its costs (including materials, freight, fuel, labour or exchange-rate movement) arising after the quotation date, and any variation requested by the Customer.
4.3 Where installation or repair reveals additional or unforeseen work, or site conditions differ from those advised (including concealed services, cabling, unsuitable flooring or access restrictions), the additional work is a variation, quoted and charged separately, and any resulting delay is not the Supplier’s responsibility.
4.4 Where a supply is taxable, the Customer must pay, in addition to the Price, an amount equal to the GST payable, on receipt of a valid tax invoice.
5. Payment
5.1 Unless a credit account has been granted, Goods and Services are supplied on a cash-before-delivery basis. Where a credit account is granted, payment is due in accordance with the credit terms applicable to the Customer’s account, or by the date stated on the invoice, whichever is earlier. Where the Supplier requires a deposit or progress payments, they are payable as stated in the quotation or invoice.
5.2 Time for payment is of the essence. All invoices must be paid in full, in cleared funds, without deduction, set-off or withholding.
5.3 On late payment, the Supplier may charge interest at 10% per annum calculated daily from the due date until payment, and all other amounts owing become immediately due and payable.
5.4 The Customer indemnifies the Supplier for all costs (including debt-recovery and legal costs on a full indemnity basis) of recovering overdue amounts.
5.5 The Supplier may apply any payment to any amount owing in any order it determines, and may set off amounts owing to the Customer against amounts owing by the Customer.
5.6 Any disputed invoice must be notified within 7 days of its date, failing which it is deemed accepted. A dispute over part of an invoice does not entitle the Customer to withhold the undisputed balance.
6. Credit Account
6.1 Credit is granted at the Supplier’s discretion, subject to assessment, and may be reduced, suspended or withdrawn at any time, including on default.
6.2 The Customer must provide financial information reasonably required and consents to credit enquiries under the Privacy Act 1988 (Cth).
6.3 The Supplier may require security or a guarantee (including a director’s guarantee) as a condition of supply.
6.4 The Customer must give at least 14 days’ written notice of any change to its ownership, structure, name, ABN/ACN or contact details, and remains liable for supply until the Supplier acknowledges the change in writing.
7. Delivery of Goods
7.1 Any delivery or completion date is an estimate only. The Supplier is not liable for late or non-delivery, and late delivery does not entitle the Customer to cancel the Order or reject the Goods.
7.2 The Supplier may deliver in instalments, each treated as a separate contract.
7.3 The Customer must inspect the Goods on delivery and notify any shortage, defect or damage in writing within 3 days, failing which the Goods are deemed accepted and conforming.
7.4 If the Customer fails to take delivery or is not ready to receive an installation when scheduled, the Supplier may store the Goods at the Customer’s risk and cost, charge for re-delivery or re-scheduling, or resell the Goods and recover any shortfall and costs.
8. Installation, Repair and Other Services
8.1 The Supplier will provide the Services with due care and skill and in accordance with any specifications agreed in writing, and may determine the manner, methods, systems and personnel used.
8.2 Services are provided during normal business hours unless otherwise agreed in writing. Out-of-hours or weekend work may attract additional charges.
8.3 The Services are limited to the scope set out in the quotation or Order. Any additional or unforeseen work is dealt with as a variation under clause 4.3.
8.4 In respect of repair, servicing and maintenance, the Customer acknowledges that: (a) the Supplier is not responsible for pre-existing defects, faults, wear or damage; (b) the Supplier does not warrant that a repair will resolve faults arising from wear and tear, misuse, accident, or parts or equipment not supplied by the Supplier; and (c) the Supplier is not responsible for the condition, safety or compliance of the Customer’s existing equipment, structures or installations, or of any parts or components not supplied by the Supplier.
8.5 The Supplier may subcontract any part of the Services.
9. Customer’s Site Responsibilities
9.1 The Customer is responsible, at its cost, and warrants that: (a) the floor, slab, foundation and structure at the Site are designed, constructed and adequate to carry all loads imposed by the Goods and any installed equipment when fully loaded; (b) it has identified and notified the Supplier in writing, before any drilling, fixing or anchoring, of the location and depth of all reinforcing, pre- or post-tensioned cables, services, conduits, pipes and utilities at the Site; (c) the Site is safe, clear, weatherproof and provides adequate access, working space, power and lighting for the Services; (d) it has obtained all approvals, permits, licences and fire, egress and statutory sign-offs required in connection with the Goods and Services; and (e) all site information, drawings and measurements it provides are accurate and complete.
9.2 The Supplier takes no responsibility for the floor, foundation, structure or condition of the Site, and is not liable for any loss or damage (including to the Site, the Customer’s building, structures, services, equipment or contents) arising from inaccurate or incomplete site information, from concealed services or cabling not notified under clause 9.1, or from the Site being unsuitable, unsafe or not ready. The Customer indemnifies the Supplier against all such loss under clause 16.
9.3 If Site conditions differ from those advised, or the Services are delayed, obstructed or made unsafe by the Customer or the Site, the Supplier may vary the Price and time under clause 4.3 and may suspend or stop work.
9.4 The Customer must provide a safe working environment and comply with all work health and safety laws. The Supplier’s personnel may cease work where, in their reasonable opinion, conditions are unsafe, without liability for resulting delay.
10. Completion and Acceptance of Works
10.1 The Supplier will notify the Customer when installation or repair works are practically complete. The Customer must inspect and notify any defect or omission in writing within 5 days, failing which the works are deemed accepted.
10.2 Minor defects or omissions that do not prevent the Goods from being used for their intended purpose do not delay completion, and will be rectified within a reasonable time.
10.3 Use of the works or the installed Goods by the Customer constitutes acceptance.
11. Title and Risk in Goods
11.1 Risk in the Goods passes to the Customer on delivery (or on the Goods leaving the Supplier’s premises, whichever is earlier), and the Customer must insure the Goods from that time, notwithstanding that installation may not be complete.
11.2 Title does not pass until the Supplier has received payment in full of all amounts owing on any account. Until then the Customer holds the Goods as fiduciary bailee, must store them separately and identifiably as the Supplier’s property, and if it sells them must hold the proceeds on trust for the Supplier.
11.3 Until title passes, the Supplier may enter any premises where the Goods are located to inspect and, on default, repossess them (including, where reasonably necessary, dismantling installed Goods, with the Customer responsible for reinstatement). The Customer irrevocably authorises such entry.
12. Personal Property Securities Act (PPSA)
12.1 These Terms are a security agreement and create a security interest in favour of the Supplier in all Goods supplied and their proceeds until title passes.
12.2 The Customer must do anything reasonably required to enable the Supplier to register and enforce its security interest with the priority it requires, and must reimburse the Supplier’s registration and enforcement costs.
12.3 The Customer must not register a financing statement or financing change statement in respect of the Goods without the Supplier’s written consent.
12.4 To the extent permitted by the PPSA, the Customer waives its right to receive notices and statements under the PPSA (including sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 135, 142 and 143), agrees sections 96, 125, 142 and 143 do not apply, and waives its right to a verification statement under section 157.
12.5 The parties agree not to disclose information of the kind in section 275(1) of the PPSA except as required by section 275(7).
13. Insurance
13.1 The Customer must insure the Goods for their full replacement value from the time risk passes under clause 11.
13.2 The Customer is responsible for insuring its own Site, premises, existing structures, equipment and contents. The Supplier does not insure, and is not liable for, the Customer’s building, structures or contents.
13.3 Each party must maintain public and product liability insurance appropriate to its business, and any statutory insurance required by law. The Supplier will provide a certificate of currency on reasonable request.
14. Warranties and Australian Consumer Law
14.1 The Supplier warrants that Goods sold will, at delivery, conform in all material respects with their agreed description, and that Services will be provided with due care and skill. Any manufacturer’s warranty in respect of Goods is passed through to the Customer to the extent assignable.
14.2 The Supplier warrants its installation and repair workmanship for a period of 30 days from completion. This warranty excludes, and the Supplier is not liable for: fair wear and tear; misuse, accident, overloading or neglect; work, parts or equipment not supplied by the Supplier; the Customer’s existing structures, flooring or equipment; and any Goods altered, repaired or serviced by anyone other than the Supplier.
14.3 Subject to clause 14.4, and to the maximum extent permitted by law, all terms, conditions, warranties and guarantees implied by statute, custom or common law (other than those expressly set out in these Terms) are excluded.
14.4 Certain consumer guarantees under the ACL cannot be excluded, restricted or modified, and nothing in these Terms does so. However, where the Goods or Services are not of a kind ordinarily acquired for personal, domestic or household use, the Supplier’s liability for breach of a non-excludable guarantee is limited, at its option, to: (a) for Goods, replacing or repairing the Goods, supplying equivalent Goods, or paying the cost of doing so; and (b) for Services, re-supplying them or paying the cost of re-supply.
14.5 The Customer acknowledges it acquires all Goods and Services for business purposes and that section 64A of the ACL applies.
15. Limitation of Liability
15.1 To the maximum extent permitted by law, and subject to clause 14.4, the Supplier is not liable (whether in contract, tort including negligence, under statute or otherwise) for any indirect, consequential, special or economic loss, including loss of profit, revenue, business, contracts, goodwill, production or anticipated savings, or loss from business interruption.
15.2 To the maximum extent permitted by law, and subject to clause 14.4, the Supplier’s total aggregate liability arising out of or in connection with the supply of any Goods and Services is limited to the total Price paid by the Customer to the Supplier for the specific Goods and Services giving rise to the liability.
15.3 The Supplier is not liable to the extent that loss is caused or contributed to by the Customer, including the Customer’s breach, inaccurate information, Site conditions, the Customer’s existing structures or equipment, or parts not supplied by the Supplier.
15.4 Any claim must be notified in writing within 7 days of the event giving rise to it, and any proceedings commenced within 12 months, failing which the claim is barred.
16. Indemnity
16.1 The Customer indemnifies the Supplier and its officers, employees, agents and subcontractors against all loss, damage, liability, claims, costs and expenses (including legal costs on a full indemnity basis) arising from: (a) any breach of these Terms by the Customer; (b) inaccurate or incomplete information provided by the Customer, including site information; (c) the condition, suitability or safety of the Site, including concealed services or cabling not notified under clause 9.1; (d) the Customer’s use, operation, storage or maintenance of the Goods after delivery or handover; and (e) any third-party claim arising from the Customer’s premises or the Customer’s acts or omissions.
16.2 This indemnity is continuing, independent, and survives termination, except to the extent the relevant loss is caused by the Supplier’s own negligence or breach.
17. Force Majeure
17.1 The Supplier is not liable for any delay or failure caused by events beyond its reasonable control, including acts of God, fire, flood, storm, pandemic, shortages of labour, parts or materials, transport delays, industrial action and government action.
17.2 If a force majeure event continues for more than 30 days, either party may terminate the affected Order by written notice, without liability, save for accrued amounts.
18. Default and Termination
18.1 The Customer is in default if it: (a) fails to pay any amount when due; (b) breaches these Terms and does not remedy within 7 days of written notice; (c) becomes insolvent or has a controller, administrator, receiver or liquidator appointed; or (d) cannot pay its debts as they fall due.
18.2 On default the Supplier may: (a) suspend or cease supply and any works in progress; (b) require immediate payment of all amounts owing; (c) repossess Goods in which title has not passed; and (d) terminate any Order or credit account immediately by written notice.
18.3 Termination does not affect accrued rights, and clauses that by their nature survive (including 11, 12, 15, 16 and 19) continue in force.
19. Confidentiality and Privacy
19.1 Each party must keep confidential the terms of any contract and the other’s confidential information, except as required by law.
19.2 The Supplier collects, uses and discloses personal information in accordance with the Privacy Act 1988 (Cth) and its Privacy Policy (available at https://sowsol.com.au/privacy), including for credit-assessment and debt-recovery purposes.
20. Assignment and Subcontracting
20.1 The Customer must not assign or novate any contract without the Supplier’s written consent. The Supplier may assign, novate or subcontract its rights or obligations on notice.
21. General
21.1 Entire agreement: these Terms, with any quotation and Order accepted by the Supplier and any credit application and guarantee, are the entire agreement and supersede all prior representations and understandings.
21.2 Severance: any void or unenforceable provision is severed and the rest continues in force.
21.3 Waiver: no failure or delay by the Supplier is a waiver; a waiver must be in writing and signed by the Supplier.
21.4 Notices: notices must be in writing and may be given by email or post to the last-notified address, deemed received the next business day (email) or the second business day after posting.
21.5 Relationship: nothing creates a partnership, agency or joint venture; the Supplier acts as an independent contractor.
21.6 Time: time is of the essence for the Customer’s payment obligations.
22. Governing Law
22.1 These Terms are governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.
Acceptance
You accept these Terms by placing an Order or accepting a quotation. No signature is required, though we may ask you to sign a credit application or account form that incorporates these Terms.