TERMS AND CONDITIONS FOR PURCHASE OF GOODS
- “FM Interiors” shall mean Findlay Miller Pty Ltd, or any agents or employees thereof
- “Customer” shall mean the Customer, any person acting on behalf of and with the authority of the Customer, or any person purchasing products and services from FM Interiors
- “Goods” shall mean:
- all Goods supplied by FM Interiors to the Customer; and
- all inventory of the Customer that is supplied by FM Interiors; and
- all goods supplied by FM Interiors and further identified in any invoice issued by FM Interiors to the Customer, which invoices are deemed to be incorporated into and form part of this agreement.
- “Goods shall also mean all goods, products, services and advice provided by FM Interiors to the Customer and shall include all charges for labour, hire charges, insurance charges, or any fee or charge associated with the supply of Goods by FM Interiors to the Customer.
- “Price “ shall mean the cost of the Goods as agreed between FM Interiors and the Customer and includes all disbursements e.g charges FM Interiors pay to others on the Customer’s behalf
All prices exclude GST and Freight. Prices and availability of goods are subject to change without notice to the Customer.
Any instructions received by FM Interiors from the Customer for the supply of Goods shall constitute a binding contract and acceptance of the terms and conditions contained herein.
Where a quotation is given by FM Interiors for Goods:
- unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue; and
- the quotation shall be exclusive of GST unless specifically stated to the contrary; and
- FM Interiors reserves the right to alter the quotation because of circumstances beyond its control.
Where Goods are required in addition to the quotation the Customer agrees to pay for the additional costs of such Goods.
CLAIMS FOR DAMAGED OR MISSING GOODS:
All claims for damaged or missing goods must be given to FM Interiors in writing within 7 days of receipt of goods.
OWNERSHIP OF GOODS:
Title and ownership in the goods will not pass to the Customer but will remain with FM Interiors until payment of:
- the purchase price of the goods;
- all other amounts owing by the Customer to FM Interiors; and
- the moneys owing referred to in a) and b) above have been collected and cleared by FM Interiors.
FM Interiors does not warrant that the goods hereby sold are suitable for the purpose for which they are being purchased.
The Customer indemnifies FM Interiors from and against, and must pay FM Interiors on demand for:
- all actions, costs, claims, demands, losses, expenses and liabilities howsoever arising (including those brought by third parties) sustained or incurred by FM Interiors or its related entities or their respective officers, employees, consultants and agents as a result of:
- any breach of these terms, negligence, willful misconduct or fraud by the Customer or its related entities or their respective officers, employees, consultants and agents; or
- you naming us as a trade referee to another party;
- all commission, legal, credit reporting agency, mercantile agent and/or collection agents costs or expenses FM Interiors incurs in collecting monies owed by you under these terms;
- any fees or charges which the Customer is required to pay but has not paid in connection with these terms;
- any fees or charges FM Interiors incurs on behalf of the Customer in connection with these terms; and
- any duties imposed by government or statutory bodies, including duty payable on or in connection with these terms.
- All payments due and payable under these terms or an invoice must be paid in full, without deduction, set-off, counterclaim or conditions in accordance with these terms within 7 days of the invoice date.
- Where any payment is not made by the due date, FM Interiors may charge a late payment fee on any overdue portion at a rate equal to 2.5% per month or part month
- Any expenses, disbursements and legal costs incurred by FM Interiors in the enforcement of any rights contained in this contract shall be paid by the Customer, including any reasonable solicitor’s fees or debt collection agency fees
APPLICATION OF PAYMENT:
FM Interiors may apply any payment made by the Customer as it sees fit.
EVENT OF DEFAULT:
Each of the following is an “Event of Default” (whether or not caused by anything outside your control):
- you or your related entity do not pay any money due for payment by it under these terms or an invoice in accordance with that document;
- you and your related entity do not comply with any other obligation under these terms (including any purported assignment of these terms);
- a warranty, representation or statement made or deemed to be made by you or your related entity in these terms is untrue or misleading (including by omission);
- an Insolvency Event affects you; or
- any event entitling us to terminate these terms.
For the purposes of these terms, “Insolvency Event” means the occurrence of any one or more of the following events to a person:
- that person is or states that the person is unable to pay all its debts as and when they fall due and payable:
- the payment of debts owed by you is (or is threatened to be) suspended
- a meeting has been convened, resolution proposed, petition presented or order made for the winding up of that person;
- a receiver, receiver and manager, provisional liquidator, liquidator, or other officer of the court, or other person of similar function has been appointed regarding all or any material asset of that person;
- a security holder, mortgagee or chargee has taken attempted or indicated an intention to exercise its rights under any security of which that person is the security provider, mortgagor or charger, or
- an event has taken place with respect to that person which would make, or deem it to be, insolvent under any law applicable to it.
CONSEQUENCE OF DEFAULT:
If an Event of Default occurs, then FM Interiors may, by notice to the Customer, in their absolute discretion at any time without giving
reason, do any one or more of the following:
- by notice to the Customer amend, suspend and/or cancel these terms;
- by notice to the Customer make all amounts owing under these terms or an invoices immediately due for payment;
- refuse to provide further service to the Customer or its related entities; and
- exercise all of its rights under these terms.
FM Interiors may, by notice to the Customer, cancel or suspend these terms, or to cease to supply the Customer, at any time without giving any reason whatsoever.
A statement signed by one or more of our managers is prima facie evidence of any one or more of the following:
- the amount due and owing by the Customer to FM Interiors;
- whether an Event of Default has occurred;
- that a notice under these terms has been served on the Customer; and
- the facts, matters or things detailed in that statement.
SPECIALS/ CLEARANCE ITEMS:
Specials and clearance items are sold at FM Interior’s discretion. These items are sold as is and no returns are accepted on these items.
Any provision of these terms prohibited by or rendered unlawful or unenforceable under any applicable law actually applied by any court of competent jurisdiction shall, to the extent required by such law, be severed from these terms and rendered ineffective so far as is possible without modifying the remaining provisions of these terms. FM Interiors waives a right under these terms only if it does so in writing. These terms are governed by and must be interpreted in accordance with the laws of New South Wales and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales. FM Interiors may amend or vary any these terms by notifying the Customer in writing of the amendment or variation. Each time the Customer places an order with FM Interiors and on each day that these terms are extended to the Customer, they acknowledge either receiving, or having the opportunity to review, a copy of these terms.
- The Customer acknowledges that:
- under these terms, FM Interiors provides credit to the Customer in relation to all monies payable from time to time for goods sold; and
- FM Interiors may at any time and without reason or notice cease the provision of credit under these terms
- b) If the Customer fails to pay, on the due date, any amount owing to FM Interiors under these terms or otherwise, the Customer acknowledges that all amounts owing under these terms or otherwise will become due and payable, together with all fees and interest accrued thereon.
Notwithstanding that the Customer’s name as disclosed is not set out in full in a tax invoice provided by FM Interiors from time to time, the Customer acknowledges and agrees they are liable to pay the purchase price for the goods and services as set out in the tax invoice.