These are the terms and conditions upon which Phillro Industries Pty Ltd and its subsidiaries sell and quote for the sale of goods.
1.1. In these terms and conditions, unless the context otherwise requires:
1.2. “Buyer” means the Person named in the relevant Sales Invoice or
1.3. “Exclusive Goods” means any goods which are, at the Buyer’s request, embellished, embroidered, printed, machined, cut-to-size or specifically ordered for the
1.4. “GST” means the goods and services tax as imposed by the GST Law together with any related interest, penalties, fines or other
1.5. “GST Amount” means any Payment (or the relevant part of that Payment) multiplied by the appropriate rate of
1.6. “GST Law” has the meaning given to that term in A New Tax System (Goods and Services) Act 1999, or, if that Act does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that
1.7. “Payment” means any amount payable under or in connection with a Quotation or Sales Invoice including any amount payable by way of indemnity, reimbursement or otherwise (other than a GST Amount) and includes the provision of any non-monetary
1.8. “Person” includes an individual, the estate of an individual, a body politic, a corporation, an association (incorporated or unincorporated) and a statutory or other authority.
1.9. “Purchase Price” means the price for the goods set out in the relevant Quotation or Sales
1.10. “Quotation” means the form of quotation submitted by a Seller to the Buyer in which these terms and conditions are deemed to be
1.11. “Sales Invoice” means the sales invoice issued by a Seller to the Buyer in which these terms and conditions are or are deemed to be
1.12. “Seller” in relation to any Quotation or Sales Invoice means:
- except as set out in (2) below Phillro Industries Pty. Ltd ABN 61147991106 or any of its subsidiaries.
- If in a Quotation or Sales Invoice a company referred to in (1) above is expressed to be acting as agent for a Person named in the Sales Invoice or Quotation then the Seller is that Person and the Buyer acknowledges that the Seller as named above acts only as the agent of that Person.
1.13. “Tax Invoice” has the meaning given to that term by the GST
1.14. “Taxable Supply” has the meaning given to that term by the GST
2.1. Any special conditions specified on a Quotation or Sales Invoice shall, to the extent they are inconsistent with these terms and conditions, take precedence over these terms and conditions.
2.2. Words importing the singular shall include the plural (and vice versa).
2.3. If any provision of these terms and conditions is invalid and does not go to the essence of this agreement, these terms and conditions should be read as if that provision has been severed.
3. Governing Terms and Conditions
3.1. These are the only terms and conditions that are binding upon a Seller with the exception of those otherwise agreed in writing by the Seller which is imposed by a statute and which cannot be excluded. Any direction by the Buyer either verbal or written to procure goods or services from the Seller will be deemed as acceptance by the Buyer of these terms and conditions, despite any provisions to the contrary in the direction or any purchase order issued by the Seller.
4. Terms of Payment
4.1. The standard payment terms from the Seller is deemed as 50% deposit due upon order placement, with the balance due prior to dispatch ex works of the Goods. It should be noted that production will not commence until remittance of the deposit.
5. Inspection and Acceptance
5.1. The Buyer shall inspect all goods upon delivery and shall within 48 hours of delivery give notice to the Seller named in the relevant Sales Invoice or of any matter or thing by which the Buyer alleges that the goods are not in accordance with the Buyer’s order. Failing such notice, subject to any non-excludable condition implied by law, such as those in the Trade Practices Act 1974 (Cth), the goods shall be deemed to have been delivered to and accepted by the Buyer.
6.1.(a) Returns will be accepted for faulty or defective goods or any other non-excludable obligations of the Seller set out in the Trade Practices Act 1974 (Cth) or similar State and Territory
6.2. Returns other than those referred to in (a) above, must be approved by the Seller named in the relevant Sales Invoice. These authorised returns must be freight prepaid and will only be accepted if they are in a saleable condition. The Seller reserves the right to charge a handling fee equal or up to 30% of the price of the goods returned under this provision. Products specifically purchased, manufactured, machined or cut to size or to the Buyer’s specification are not returnable unless they are of the kind referred to in (a) above.
7.1. Unless previously withdrawn, a quotation is valid for 30 days or such other period as stated in it. A quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship shall arise from it until the Buyer’s order has been accepted in writing by the Seller that provided the quote
7.2. No Seller shall be bound by any conditions attaching to the Buyer’s order or acceptance of a Quotation and, unless such conditions are expressly accepted by the relevant Seller in writing.
7.3. Every Quotation is subject to and conditional upon obtaining any necessary import, export or other license.
8.1. The parties agree that:
- The Purchase Price is inclusive of GST;
- All other Payments have been calculated without regard to GST;
- Each party will comply with its obligations under the Trade Practices Act 1974 when calculating the amount of any Payment and the amount of any relevant Payments will be adjusted accordingly;
- if the whole or any part of any Payment is the consideration for a Taxable Supply (other than for payment of the Purchase Price) for which the payee is liable to GST, the payer must pay to the payee an additional amount equal to the GST Amount, either concurrently with that Payment or as otherwise agreed in
- any reference to a cost or expense in this Agreement excludes any amount in respect of GST forming part of the relevant cost or expense when incurred by the relevant party for which that party can claim an Input Tax Credit; and the payee will provide to the payer a Tax Invoice.
9. Passing of Property and Risk
9.1. Goods supplied by a Seller to the Buyer shall be at the Buyer’s risk immediately upon delivery to the Buyer, into the Buyer’s custody or at the Buyer’s direction (whichever happens first). The Buyer shall insure the goods from the time of that delivery at its cost against such risks as it thinks appropriate, shall note the interest of the Seller named in the relevant Sales Invoice on the insurance policy and shall produce a certificate to this effect to that Seller upon request.
9.2. Property in the goods supplied by a Seller to the Buyer under these terms and conditions shall not pass to the Buyer until those goods and other goods have been paid for in full.
10.1. The Seller reserves the right to suspend or discontinue the supply of goods to the Buyer without being obliged to give any reason for its suspension.
11. Part Deliveries
11.1. The Seller reserves the right to make part deliveries of any order, and each part delivery shall constitute a separate sale of goods upon these terms and conditions. A part delivery of an order shall not invalidate the balance of any order.
12.1. A Seller’s Quotation or Sale Invoice is made on a supply only basis. Installation, training and commissioning (if any) is at the expense of the Buyer unless otherwise specified in writing by the relevant
13. Dimensions, Performance Data and other Descriptive Details
13.1. Photographs, drawings, illustrations, weights, dimensions and any other particulars accompanying, associated with or given in a Quotation, descriptive literature, web site or a catalogue approximate the goods offered but may be subject to alteration without notice
14. Shipment and Delivery
14.1. Upon acceptance of an order by a Seller that Seller will seek confirmation of the period of shipment or delivery. If any variation has occurred in the quoted period, that Seller will notify the Buyer. Unless the Buyer objects in writing within 7 days of that notification to the Buyer, the period of shipment or delivery notified to the Buyer will be the contractual period for shipment or delivery.
15. Manufacturers’ Changes
15. 1. Where a Seller is acting as agent for a manufacturer or supplier, the Seller shall not be liable for any alteration or variation in the goods made by this manufacturer or the
16.1. Where goods are imported into Australia, any adverse variation in the price arising from fluctuation in exchange rates between the date of the Buyer’s order and the date of payment by the relevant Seller will be to the Buyer’s
17.1. Any charge, duty, impost, sales tax or other expenditure which is not applicable at the date of Quotation or Sales Invoice but which is subsequently levied upon a Seller in relation to a Quotation or Sales Invoice as a result of the introduction of any legislation, regulation or governmental policy, shall be to the Buyer’s
18. Charges Beyond Point of Delivery Quoted
18.1. Unless otherwise agreed in writing, if a Seller prepays freight, insurance, custom and import duties (if any), landing and delivery charges and all other charges in connection with shipment and delivery of the goods, then any such charges shall be to the Buyer’s account. Each Seller reserves the right to nominate the means of
19. Force Majeure
19.1. If the performance or observance of any obligations of any Seller is prevented, restricted or affected by reason of a force majeure event including strike, lock out, industrial dispute, raw material shortage, breakdown of plant, transport or equipment or any other cause beyond the reasonable control of the Seller, the Seller may, in its absolute discretion give prompt notice of that cause to the Buyer. On delivery of that notice the Seller is excused from such performance or observance to the extent of the relevant prevention, restriction or
20. Default of Buyer
20.1. If these terms and conditions are not strictly observed by the Buyer, the Seller may in its absolute discretion, refuse to supply to the Buyer and the Seller shall not be liable to the Buyer for any loss or damage the Buyer may sustain as a result of such refusal. The costs of collection of any moneys are due and payable by the Buyer, including the fees of any mercantile agent or lawyer engaged by the
21. Buyer’s Cancellation
21.1. Unless otherwise agreed in writing, the Buyer shall have no right to cancel an order that has been accepted by a Seller. If a right of cancellation is expressly reserved to the Buyer, such right of cancellation must be exercised by notice in writing from the Buyer to the Seller with which the order has been placed not later than 7 days prior to the estimated date of shipment by the manufacturer or that Seller as the case may be. Unless otherwise agreed between the Buyer and Seller, upon cancellation prior to shipment any deposit paid by the Buyer shall be forfeited to the manufacturer or Seller (as the case may be). Despite the cancellation of any order for any reason, the Buyer must still purchase from the Seller any goods ordered by the Buyer which constitute Exclusive Goods (whether in store, in transit or being manufactured) which were procured or ordered by the Seller before such cancellation, unless otherwise agreed in writing by the
22.1. The Seller makes no express warranties under this Agreement except that to the extent that the goods supplied are covered by the manufacturer’s warranty, the Seller will pass on to the Buyer the benefit of the manufacturer’s
22.2. Upon discovery of any defect in the goods supplied by a Seller the Buyer shall immediately notify that Seller in writing. The Buyer shall not carry out any remedial work to allegedly defective goods without first obtaining the written consent of that Seller to do
22.3. The Seller does not exclude or limit application of any provision of any statute (including the Trade Practices Act (Cth)) where to do so would contravene that statute or cause any part of this clause to be
22.4. The Seller excludes all conditions, warranties and terms, whether expressed or implied by law or otherwise in respect of the goods which may apart from this clause be binding upon the Seller, except any implied conditions and warranties the exclusion of which would contravene any statute or cause this clause to be
22.5. To the extent permitted by statute, the liability, if any, of the Seller arising from the breach of any implied conditions or warranties in relation to the supply of goods, shall at the Seller’s option be:
- Subject to the Sellers Inspection and Judgment;
- Limited to repair only
- Limited to parts only, labour and costs associated with any site works is to the Buyers
22.6. The Seller excludes all liability to the Buyer in negligence for acts or omissions of the Seller, its employees, agents and contractors and all liability to the Buyer in contract for consequential or indirect loss or damages, arising out of or in connection with this Agreement.
22.7. The Buyer expressly acknowledges and agrees that it has not relied upon, any advice given by a Seller, its agents or employees in relation to the suitability for any purpose of goods or materials supplied by the seller
22.8. To the extent permitted by statute, all warranties (whether express or implied, and whether given by the Seller, the manufacturer or a third party) and any obligation of the Seller to repair or replace any goods are void in respect of any goods which the Buyer tampers with or alters.
23. Alteration to Conditions
23.1. A Seller may, at any time and from time to time, alter these terms and conditions
24. Governing Law
24.1. These terms and conditions and any contract including them shall be governed by and construed in accordance with the laws of the Australia and the Seller and the Buyer submit to the non-exclusive jurisdiction of the Courts of Australia
25. Scope of Works
25.1. Unless otherwise negotiated, issuance of a purchase order (or written approval to proceed) for the Scope of Works (SOW) will be recognised as acceptance of the terms and conditions presented
25.1. The Seller will carry out the SOW:
- in accordance with state law, acts, regulations and Australian Standards
- in accordance with the SOW as detailed in supplied specifications, plans and/or briefs supplied/transmitted prior to commencement of works within the timeframe specified
If you have any questions regarding our policies, please contact us.