1) Interpretation

1.1 In these conditions “Supplier” means Flexible Technologies Pty Limited or any associated companies and “Buyer” means the person, body, firm or company with whom the Supplier enters into a contract for the sale of goods and/or the supply of services.
1.2 These terms and conditions of sale apply to all contracts of sale entered into by the Supplier and supersede and prevail over all terms and conditions which may be contained in any customer purchase order or in sales confirmation or otherwise.
1.3 Typographical and clerical errors are subject to correction and revision.
1.4 These conditions bind the Supplier, the Buyer and their respective successors and assigns.
1.5 Words importing persons shall include corporations and words importing the singular number or plural number shall be deemed to include the plural number or singular number respectively and words importing the masculine gender shall include all genders as the case may require.

2)Estimation, Quotation and Purchase Order

2.1 All prices given for in anticipation of the total repair cost are an Estimation, not quotation unless otherwise stated in writing. While Estimations are calculated in good faith, all final costs are calculated on a time and material basis regardless of the Estimation amount.
2.2 Any quotation given by the Supplier is a mere invitation to treat and does not constitute a contractual offer and the Supplier reserves the right to vary or withdraw a quotation at any time.
2.3 Quotes given for goods and service for repairs are made in reliance upon the information available at that time, additional goods and/or services may be required upon further inspection and/or commencement of the service. The final price of the goods and/or service will be adjusted to include the revised goods and/or services.
2.4 Once the Supplier has sent to the Buyer an acknowledgment of the acceptance of the purchase order the Buyer may not alter or modify the purchase order without the written consent of an authorised employee of the Supplier.

3)Payment of Price

3.1 Time for payment of the price for any supply is of the essence in any contract. The following terms for payment apply to supply of goods and services:
3.1.1. Payments may be required in advance of supply of goods and/or services,
3.1.2. The supplier may, in writing, extend credit as noted in that advice,
3.1.3. Unless otherwise covered in 3.1.2 or 3.1.1 , payments are due in full within 7 days of supply.
3.2 All prices are subject to change without notice.
3.3 All prices of imported good quoted are based on the FOB price of the Supplier’s supplier and the rates of exchange, freight, insurance and customs duty ruling at the date of quotation. The quoted prices may be varied by the same amount by which the Supplier’s actual costs have been varied as a result of any change in the said rates.
3.4 Without prejudice to any other remedy the Supplier reserves the right to charge additional Late Payment Charges. This includes interest costs, administration costs, debt collection costs, solicitor costs and any court costs. Interest costs are calculated at an annual rate equal to the National Australia Bank’s highest credit card rate.

4)Goods and Services Tax (GST)

4.1 The Supplier quotes prices exclusive of GST. Unless the Buyer provides the Supplier with an authorised tax exempt certificate, GST will be added to invoices.

5)Passing of Risk and Property

5.1 All sales are ex-works. Risk in the goods passes to the Buyer when the goods are loaded at the Supplier’s premises for delivery to the Buyer. Risk of loss in transit is the responsibility of the Buyer.
5.2 Title to each good supplied by the Supplier will not pass to the Customer until:
5.2.1. The Customer has paid to the Company all sums due and payable to the Company (plus any GST or taxes) for that particular product; or
5.2.2. The Company gives the Customer notice in writing confirming title has passed.
5.3 Until title to the Products has passed to the Customer, it shall possess the Products as a bailee of the Company, the terms of the bailment being modified by this agreement.
5.4 If a Product is sold by the Customer before property in the Product has passed to the Customer under clause 5.2, the Customer shall nonetheless be at liberty to pass a good title to a sub-purchaser but the whole of the proceeds of sale shall belong entirely to the Company .until all sums due and payable to the Company (including GST and taxes) in respect of that Product have been paid and the Customer shall hold such proceeds of sale as bare trustee on behalf of the Company.
5.5 The Company may recover Products in respect of which title has not passed to the Customer at any time (including any time before a credit period has expired and notwithstanding any extension of time for payment which may have been allowed) and the Customer hereby licences the Company, its servants and agents to enter upon any premises of the Customer or any premises within the Customer’s control for the purposes either of satisfying itself that clause 5.3 is being complied with by the Customer or of recovering any products in respect of which property has not passed to the Customer.
5.6 5.6. Notwithstanding the provisions of clause5.5 the Company will, if it retakes the products and resells them, allow a credit to the Customer for any sum received by the Company on resale (after taking into account the expenses of retaking possession and resale) over and above the amount owed by the Customer to the Company under this agreement.

6)Lien

6.1 The Supplier will (without prejudice to any other remedy available to It) have in respect of all unpaid debts due from the Buyer a general lien on all property of the Buyer in the possession of the Supplier for whatever purpose and whether worked upon or not and be entitled on the expiration of not less than 14 days notice In writing to the Buyer to dispose of such property and to apply the proceeds towards the satisfaction of such debts.

7)Right of Re-sale

7.1 If the Buyer defaults in accepting delivery of or paying for the Goods, the Supplier reserves the right to re-sell the Goods or any of them to a third party without giving notice to the Buyer of the Supplier’s intention to re-sell.

8)Delivery Time

8.1 Delivery times shall not be of the essence of the contract
8.2 Delivery dates are estimated in good faith by the Supplier.
8.3 Under no circumstances shall the Supplier be liable for damages (including consequential special and incidental Damages) for failure to deliver or delay in delivery howsoever occasioned.
8.4 The Buyer is not relieved from accepting delivery at the agreed price when the causes interfering with delivery are removed.
8.5 If delivery is in instalments delay in delivery of any instalment shall not relieve the Buyer of its obligation to accept the remaining deliveries.
8.6 In the event of any happening beyond the Supplier’s reasonable control in consequence of which the Supplier cannot effect consignment by the time or times quoted or specified the Supplier shall be entitled to consign part only of an order, suspend consignment or extend time for consignment for the period during which such cause of delay operated or may cancel the order and in the event of such suspension, extension or cancellation the Supplier shall not be liable for damages.

9)Claims

9.1 The Buyer shall inspect all goods and services supplied upon delivery. The Supplier shall not be liable for shortages and other errors in delivery unless the Buyer submits a claim in writing to the Supplier within seven (7) days of the delivery to which the claim relates.

10)RETURN OF GOODS

10.1 Any products supplied under a firm order will not be accepted for credit.
10.2 Goods must be returned within fourteen (14) days of delivery and will be credited only if they are received in original condition.
10.3 A 10% handling fee will be applied for goods returned as per item (b) unless the return is due to Supplier’s error.

11)Warranty

11.1 The Buyer acknowledges that the goods or services supplied by the Supplier to the Buyer are acquired for business use.
11.2 All goods supplied by the Supplier to the Buyer as a Reseller are supplied on an “as is” basis without any warranty of any kind subject to the following:
11.2.1. any Warranty Against Defects; and
11.2.2 in the absence of a Warranty Against Defects the Supplier using reasonable endeavours to provide the Buyer in so far as it is able to do so with the benefit of any condition, warranty or guarantee express or implied in the Supplier’s contract with its own supplier provided all warranty claims are made within 7 days of supply of the goods or service and freight charges incurred for warranty claims are paid by the Buyer.
11.3 Subject to any Warranty Against Defects and clauses 11.2 and 11.3, clause 11.4 sets forth the full extent of the Supplier’s obligation and liability to the Buyer with respect to the goods and services supplied and all terms, conditions warranties and representations that might otherwise be implied by statute or otherwise are hereby excluded.
11.4 Certain legislation including the Competition and Consumer Act 2010 imply warranties or conditions or impose obligations upon the Supplier which cannot be excluded, restricted or modified except to a limited extent. These conditions must be read and construed subject to such statutory provisions. Where such statutory provisions apply to the extent to which the Supplier is entitled to limited its liability then its liability shall be limited at its option to:-
11.4.1. In the case of a supply of goods:
11.4.1.1. The replacement of goods or supply of equivalent goods;
11.4.1.2. The payment of the cost of replacing goods or acquiring equivalent goods;
11.4.1.3. The payment of the cost of having the goods repaired; or
11.4.1.4. The repair of the goods; and
11.4.2 In the case of service:
11.4.2.1. The supply of the services again; or
11.4.2.2. The payment of the cost of having the services supplied again.
11.5. In this clause 11:
11.5.1. “Reseller” means a person who acquires goods or held himself or herself out as acquiring goods:
11.5.1.1. for the purpose of re-supply; or
11.5.1.2. for the purpose of using them up or transforming them, in trade or commerce:
11.5.1.2.1. in the course of a process of production or manufacture; or
11.5.1.2.2. in the course of repairing or treating other goods or fixtures on land;
11.5.2. “Warranty Against Defects” means the terms of any warranty against defects provided by the Supplier to the Buyer in connection with the supply of the goods or services at or about the time of supply.

12)Limitation of Liability

12.1 To the extent permitted by law and subject only to any exceptions contained in these conditions the Supplier shall under no circumstances be liable in any way whatsoever to the Buyer for any form of loss, damage or expense sustained or incurred by the Buyer or any other party in consequence of or resulting directly or indirectly out of the supply of the goods or services by the Supplier, the use or performance thereof, any breach by the Supplier of any provision of any contract incorporating these terms and conditions or the negligence of the Supplier.

13)Governing Laws

13.1 The construction validity and performance of any contract incorporating these terms and conditions shall be governed by the laws of the State of Queensland and the Buyer shall submit to the jurisdiction of the Courts of that State.

14)General

14.1 If any provision or paragraph of this document is determined to be illegal and unenforceable it shall not affect the enforceability of any other provision or paragraph of this document.
14.2 Headings are included for ease of reference and do not form part of or effect interpretation of these conditions.