TERMS OF SALE

TERMS AND CONDITIONS OF SALE

To the fullest extent legally permissible all dealings between SEDEK and any Customer relating to any products [“Products’] and/or services are subject to the following terms and conditions of trade [“these Terms”] unless otherwise agreed in writing

1. Payments to be by cash, company cheque, bank cheque or EFTPOS and without deduction unless otherwise agree. If SEDEK receives or recovers money in respect of debts of the customer or anyone else, SEDEK may use it to pay off whichever part of those debts it chooses.
2. Interest will be charged on overdue accounts at the rate eight percent per annum (8% p.a.)
3. Property: Even if SEDEK grants any credit facility and/or time to pay: property in Products shall not pass to the Customer until the Customer has made payment in full and of all monies owed to SEDK and SEDEK reserves the right to take possession and dispose of Products as it sees fit at any time until full payment;
4. the Customer grants permission to SEDEK to enter any property to recover the Products and with such force as is necessary;
5. the Customer agrees that a certificate purporting to be signed by an officer of SEDEK identifying Products as unpaid for shall be conclusive evidence that Products have not been paid for and of SEDEK’s title to those Products;
6. upon sale or disposition of any Products prior to full payment the Customer agrees to deposit all proceeds in a separate bank account, not mix such proceeds with any other monies and account to SEDEK for the same as fiduciary and bailee;
7. without derogating from SEDEK’s rights as a creditor of the Customer or arising under these Terms if Products are used in any construction, building, fabrication and/or manufacturing process [“the Process”] which results in an entitlement of the Customer to receive money from any other person the Customer agrees to hold such part of any monies received by the Customer (or the corresponding book debt owed to the Customer in respect of those monies) as is equivalent to the value of any Products used in the Process as invoiced to the Customer by SEDEK UPON TRUST for SEDEK until payment in full for those Products and all monies owed to SEDEK;
8. Products shall be deemed to be dealt with by the Customer on a ”first in first out” basis at all times; and
9. nothing in this clause is intended to create a charge over any Products and this clause shall be read down to the extent necessary to avoid creating any charge.Limitation of Liability: The Customer agrees:
10. to limit any claim it makes to the cost of replacement of Products or of acquiring equivalent products;
11. that SEDEK shall not be liable for any loss or expense arising after fourteen (14) days from delivery (or at all once Products have been unpacked, affixed and/or otherwise used or applied) after which there shall be deemed to be unqualified acceptance;
12. that to the fullest extent legally permissible SEDEK shall not be liable for any damages for personal injury, any damage to property and/or any contingent, consequential, direct, indirect, special or punitive damages whether due to negligence or otherwise and the Customer acknowledges this limit of liability and agrees to limit any claim accordingly; and
13. that to the fullest extent legally permissible no other term, condition, agreement, warranty, representation and/.or understanding whether express or implied, in any way extending to, otherwise relating to or binding upon SEDEK other than these Terms is made or given by or on behalf of SEDEK other than by these Terms save and except to the extent otherwise required by law.Exclusions: The Customer agrees that:
14. no dealing between SEDEK and the Customer shall be or be deemed to be a sale by sample;
15. the Customer shall rely on its own knowledge and expertise in selecting Products for any purpose and any advice or assistance given by or on behalf of SEDEK shall be accepted at the Customer’s risk and shall not be deemed to have been given as expert or adviser nor to have been relied upon;
16. Products are sold subject to each and every manufacturer’s trading terms and conditions and are protected by each and every manufacturer’s warranty and SEDEK shall not be liable to the extent that any manufacturer is liable under a manufacturer’s warranty unless otherwise required by law; and
17. SEDEK shall not be liable nor responsible for any failure to comply with any requirements of the Customer or any other person (whether relating to manufacture, design, fabrication, installation and/or any other particular intended use of any Products and/or otherwise) which are not precisely and accurately communicated in writing directly to the appropriate personnel at SEDEK prior to the entry by SEDEK into any relevant sale contract.Cancellations and Returns: The Customer agrees that:
18. the Customer shall at no time cancel the whole or part of any order placed without SEDEK’s prior approval;
19. the Customer shall not return Products without SEDEK’s prior written approval and if Products are not in brand new and unused condition with undamaged packaging and if four (4) weeks or more have passed since the earliest delivery date;
20. SEDEK may otherwise elect to take back Products in saleable condition on such terms as SEDEK considers to be reasonable;
21. the Customer shall in all cases pay to SEDEK a restocking fee of fifteen per cent (15%) of the gross invoice value of all returns;
22. notwithstanding any other provisions of these Terms the Customer shall not return Products without first providing to SEDEK an original invoice as proof of purchase; and
23. notwithstanding any other provisions of these Terms the Customer shall not return any Products which have been custom made, custom cut, custom processed or custom acquired.Orders: The Customer agrees that:
24. each order it places shall be deemed to include a representation that it is solvent and able to pay all of its debts as and when they fall due; and
25. when any order is placed the Customer shall inform SEDEK of any facts which might reasonably affect any decision to accept the order and/or grant credit and that any failure to do so shall be deemed to create and constitute an inequality of bargaining position, the taking of an unfair advantage of SEDEK and to be unconscionable, misleading and deceptive.Minimum Invoice Policy and Purchase Price: The Customer agrees that:
26. the Customer shall at all times and in all respects comply with SEDEK’s minimum invoice policy as may at any time and from time to time apply on such terms as SEDEK considers to be reasonable; and
27. all sales are otherwise made by SEDEK at its ruling price at the time of delivery and on such other terms as SEDEK considers to be reasonable.Delivery:
28. SEDEK accepts no responsibility or duty to deliver but may elect to arrange delivery at its discretion and without liability and at the Customer’s cost and risk in all things;
29. SEDEK shall not be liable for delay or any failure or inability to deliver;
30. Products shall be deemed to be delivered as soon as they are ready for delivery at which time risk shall be deemed to have passed to the Customer; and
31. SEDEK may charge for frustrated delivery to cover SEDEK’s reasonable expenses.Other Terms and Conditions: No terms and conditions sought to be imposed by the Customer upon SEDEK shall apply.Recovery Costs: The Customer shall pay all costs and expenses (including legal costs on an indemnity basis) incurred by SEDEK and/or its agents in respect of the Customer whether relating to any debt, possession of Products and/or otherwise.
32. Customer Restructure: The Customer shall notify SEDEK in writing of any change in its structure and/or management and any change in partnership or trusteeship within seven days of the date of any such change.
33. Jurisdiction: The Customer agrees that all contracts made with SEDEK shall be deemed to be made in the State nominated by SEDEK and the Customer agrees to submit to the jurisdiction of the appropriate Court nominated by SEDEK in the capital city of that State.
34. Credit Limit: The grant of any credit facility or nomination of any credit limit is an indication only of SEDEK’s intention at the time. SEDEK may vary and/or withdraw any credit facility at any time at its discretion and without any liability to the Customer or any other party.
35. Security for Payment: As security for payment to SEDEK of all monies payable by the Customer, the Customer does hereby charge in favour of SEDEK all of the Customer’s interest in freehold and leasehold property both current and later acquired.Forward Orders: The Customer agrees:
36. to pay for so much of any forward order as is from time to time invoiced by SEDEK;
37. that no delay or failure to fulfil any part of such order shall entitle any cancellation or variation of any order or delay or reduce any payment; and
38. to pay any demurrage and/or other costs and expenses of SEDEK in handling and/or holding Products once ready for delivery.
39. Force Majeure: SEDEK shall not be or be deemed to be in default or breach of any contract as a result of Force Majeure. Force Majeure shall include any cause beyond the reasonable control of SEDEK including strikes and lockouts.
40. Attornment: For the purpose of giving effect to the Customer’s obligations under these Terms (in particular clause 15 of these Terms) the Customer hereby irrevocably appoints the Accounts Manager (or like equivalent) for the time being of SEDEK as the Customer’s attorney in all things.
41. Disputes: The Customer agrees to pay into an interest-bearing trust account in the joint names of SEDEK and the Customer any amount claimed by SEDEK  as a condition precedent to any dispute by the Customer of any such claim on the basis that upon resolution of the dispute the trust fund and any interest shall be dispersed according to the resolution. This clause shall operate as a bar to any defence or claim by the Customer until fully complied with.
42. Abnormal Payments: The Customer agrees to pay an administration fee of two per cent (2%) (calculated on the amount paid) on any payment which is made other than as provided in clause 1 of these Terms which fee is agreed as the liquidated cost of processing such abnormal payments.
43. Defaults: Upon default or breach of these Terms by the Customer SEDEK may inter alia retain all monies paid, cease further deliveries, recover from the Customer any loss of profits arising and/or at SEDEK ’s election take immediate possession of Products not paid for without prejudice to any other rights SEDEK may have and without SEDEK being liable in any way to any person.
44. Severability: Any part of these Terms being a whole or part of a clause shall be capable of severance without affecting any other part of these Terms.
45. Goods and Services Tax (GST): All monies payable to SEDEK and any other consideration for any other “taxable supply” (within the meaning of A New Tax System (Goods and Services Tax) Act 1999 and associated legislation as amended from time to time) shall unless SEDEK otherwise directs be deemed at all times to be exclusive of GST and/or any other applicable taxes, government charges, levies and/or posts of any kind whatsoever – any and all of which must be paid by the Customer to SEDEK as and when and in such manner as SEDEK reasonably requires.
46. Warranty Policy: Save and except as required by law no warranty is given where SEDEK is not the manufacturer of Products other than the warranty offered by the manufacturer and to the fullest extent legally permissible SEDEK ’s liability shall in all cases be strictly limited in accordance with clauses 4 & 5 of these Terms. Where SEDEK is or might be deemed to be a manufacturer then the SEDEK Standard Warranty applies for the period applicable to specific Products. Details of the SEDEK Standard Warranty and the schedule of periods applicable are available upon request from SEDEK ’s Head Office at 97 Hector Street, Osborne Park WA 6017.
47. Credit Information: The Customer irrevocably authorises SEDEK and its servants and agents to make such enquiries from time to time as SEDEK may deem necessary to obtain information and/or to investigate the creditworthiness of the Customer including enquiries with persons nominated as trade references, bankers of the Customer, any other credit provider, any credit reporting agency, any land titles office, the ASIC, ITSA and/or any similar body and/or related information service [“the Sources”] and including personal credit and consumer credit information and any property, business and/or solvency information. The Customer by this clause irrevocably authorises the Sources to disclose anything about the Customer which is in the Sources’ possession and the Customer agrees that SEDEK may disclose any information it has about the Customer to any interested person (subject only to any obligations SEDEK may have under the Privacy Act 1988 (Cth).
48. Notice: The Customer agrees that it shall be deemed to have notice of any change to these Terms immediately any change is adopted by SEDEK and whether or not the Customer has actual notice thereof. The Customer shall be bound by any terms and conditions of trade which may be adopted by SEDEK immediately they are so adopted and notwithstanding any other purported or pre‑existing terms and conditions which might otherwise have applied.

CONDITIONS OF QUOTATION

1. All prices quoted are subject to rise and fall in accordance with World Trading Alliances Pty Ltd t/a SEDEK’s current suppliers’ recommended prices or Government levied increase without notice.
2. If acceptance of the quotation exceeds thirty (30) days, quoted prices will need to be reconfirmed.
3. Storage of any goods for a period of time may incur holding costs.
4. An invoice will be raised on receipt of all goods into SEDEK stock unless prior arrangement has been made with management.
5. Prices offered are quoted on the basis of the total range of product being offered. Any product deletion or amendment may require requoting of this project.
6. SEDEK has relied on the accuracy and completeness of the documents/information provided by the Customer when preparing this quotation for the required supply quantities. SEDEK cannot be held liable for any omissions in supply quantities due to inaccurate or incomplete documentation/information. The Customer must inspect this quotation to ensure the quoted supply quantities comply with requirements.
7. This quotation incorporates by reference our standard Terms and Conditions of Trade, which form part of all trading with SEDEK. This quotation does not include GST (unless otherwise expressly included in writing). By accepting this quotation you agree to pay the agreed prices and consideration as adjusted in accordance with ACCC guidelines to take into account GST.

SEDEK
PO.BOX 595 EPPING NSW 1710 AUSTRALIA
M: +61 (0) 419 168 885 / +61 (0) 466 358 928
sedek.com.au