Terms of Purchase
1. In this agreement, “Buyer” means Fletcher Insulation Pty Ltd trading as Fletcher Insulation and “Seller” means the person whose name appears on the face of this order as the person from whom the goods are ordered.
Any acceptance of this order or any delivery made pursuant to this order shall constitute the entire agreement between the Buyer and the Seller. This contract may not be added to or varied except with the prior written consent of the Buyer.
The price specified in this order, or applying at the time of this order, will apply without increase or decrease unless authorised by the Buyer in writing.
The Buyer shall pay the purchase price of the goods as per the terms agreed with the Seller.
There are no charges other than those specified on the face of this order. Unless otherwise specified in this order, all packing, cartage and other costs of delivery and all taxes and other duties shall be at the cost of the Seller.
6. CONFIDENTIAL INFORMATION
All specifications or other information provided by the Buyer to the Seller in connection with this order is confidential to the Buyer and shall be used solely for the purposes of this agreement or any other agreement between the Seller and the Buyer relating to the goods, except with the prior written consent of the Buyer, and shall remain the property of the Buyer and be returned to the buyer on demand.
The Buyer may, in the case of goods manufactured by the Seller, inspect, at the Seller’s premises, all materials and goods during the course of manufacture and prior to delivery to the Buyer. No such inspection shall constitute an acceptance of approval of the goods or their compliance with the terms of this order or effect the Buyer’s right to reject any goods at any time thereafter for any failure to comply with any of the requirements specified in this order.
Delivery shall be made by the dates and to the places specified in this order. Time shall be of the essence in relation to any time for delivery specified in this order.
9. RISK AND PROPERTY
Risk of loss or damage from any cause whatsoever shall remain with the Seller and shall not pass to the Buyer until delivery of the goods to the place of delivery
The buyer may cancel this order or any part thereof at any time by giving written notice to the Seller to that effect. Except where cancellation is due to any breach by the Seller of any of the terms of this order and subject to clause 11, in the event of cancellation the Buyer will pay to the Seller.
(a) if the Seller holds finished goods and the time of delivery of those goods is not more than 30 days after the date of the cancellation, the full purchase price of such goods. Such payment is to be made on delivery of the goods on the delivery date.
(b) if the seller holds raw materials or has placed orders for raw materials which cannot be cancelled and such raw materials have been purchased or ordered solely for the purpose of this order and can only be used for such purpose, the cost to the Seller of such raw material; and
(c) if the Seller holds other than raw materials or finished goods which have been produced solely for the purpose of this order, the actual cost to the Seller of such goods.
11. DISPOSAL OF GOODS
The Seller will take reasonable steps to reduce the payment made by the Buyer pursuant to clause 10 by allowing the Buyer to deduct the fair value of any of the goods or materials which the Seller may be able to re-use, sell or otherwise dispose of such goods without written consent of the Buyer.
The Seller warrants that:
(a) all goods supplied and all work performed will comply strictly with all specifications forming part of this order and with all other terms of this order and that such goods and work will be fit for the use intended by the Buyer, and
(b) the sale of the goods covered by this order to the Buyer will not infringe any patent, trademark, copyright or registered design.
13. DEFECTIVE GOODS
The Buyer may reject any goods failing to comply with the terms of this order. Any rejected goods may be returned at the cost of the Seller, with any moneys paid to the Buyer to the repaid immediately by the Seller. The rejected goods shall upon rejection become the property of the Seller, and, if held by the Buyer, will be held at the Seller’s risk. Any rejected goods marked or identified by the Buyer’s trademark shall not be sold or otherwise disposed of by the Seller where so marked or identified.
14. SITE RULES
When entering the Buyer’s premises the Seller shall comply with any on-site regulations imposed by the Buyer, such regulations to be notified by the Buyer to the Seller in advance
The Seller agrees to indemnify the Buyer for any liability incurred by the Buyer arising out of any breach by the Seller of it’s obligations under this contract or any other act or omission on the part of the Seller, and under any legislation, regulation, bylaw, code or standard. This includes liability incurred where any goods supplied by the Buyer (whether directly or indirectly) to a consumer fail to comply with the guarantees due to:
(a) any defect in goods supplied by the Seller to the Buyer, or
(b) any representations (whether written or verbal) made by the Seller or any of its employees or agents to the Buyer in relation to goods supplied (including any representation made on any packaging or product information and any representation as to the fitness for purpose of the goods); or
(c) failure by the Seller to provide any product information which should reasonably have been supplied to the Buyer.
The Buyer may set-off any sums owed to the Seller against the costs and expenses relating from any breach of this agreement by the Seller and any losses (whether direct or indirect) sustained as a result.
A waiver by the Buyer of such specific defaults by the Seller shall not constitute a waiver of any other conditions of this order.