Entegro Group Pty. Ltd. ABN 41 878 573 233 A.C.N. 131 163 650
Terms and Conditions of Sale
“The Seller” means Entegro Group Pty Ltd (A.C.N. 131163650) or any other company being a related body corporate/Brand of Entegro Group Pty. Ltd.
“The Buyer” means the person who buys or has agreed to buy the Goods. The expression ‘The buyer” shall also “grantor” as defined under the
Personal Property Securities Act 2009.
Any order placed by a Buyer is deemed to be an order incorporating these Terms and Conditions notwithstanding any inconsistencies which may be
Included in the Buyer’s order or acceptance unless expressly agreed to by the Seller in writing.
The description hereinbefore given of the goods and services has been given by way of identification only and the use of such description does not
constitute a contract of sale by description.
3. Terms of Payments
For trading terms, which are subject to the completion of a credit application form and reference check, the buyer shall pay for the sale within thirty
(30) days from the invoice date unless alternative terms have been agreed in writing between the seller and buyer.
For non-trading terms, the buyer shall pay for the sale as per the terms outlined by the seller. These terms may include an upfront payment and or
deposit, with any balance payable upon completion and or prior to despatch for the buyer’s order.
4. Buyer’s Credit
Upon the happening of any of the following events viz., in the event of Buyer failing to adhere to Seller’s terms of payment, if in the opinion of Seller
the financial circumstances of Buyer so warrant; or if Buyer (being a company) goes into liquidation, has a receiver appoint, suspends payment of debts
entered into any deed scheme composition or arrangement with or for the benefit of its creditors or any class of them or has an official manager
appointed. Seller shall be entitled to stop goods in transit (and in any such event Seller reserves the right of disposal in respect of such goods) or to
suspend deliveries of goods without being liable for any loss or damage suffered by Buyer by reason of or in consequence of any such stoppage in
transit or suspension of deliveries or at Seller’s option Seller shall be entitled to determine the contract immediately void, reserving to Seller all its
other rights and remedies. Upon any such determination or the cancellation of this sale for any cause Seller shall be entitled to recover payment for all
deliveries already made and for the cost of labour already expended and for materials already obtained or ordered for the purpose of future deliveries
(whether or not such materials have been incorporated into the goods being purchased by Buyer), including appropriate overheads.
(1) Seller will deliver to Buyer’s premises for a fee unless otherwise stated or agreed.
(2) All delivery dates quoted are estimated only and Seller shall not be liable for failure to deliver, or for delay in delivery, arising from any cause
whatsoever beyond the Seller’s control, Buyers shall not be relieved of any obligation to accept or pay for the goods by reason of any delay in
delivery or dispatch.
(3) Seller reserves the right to delivery by instalments and each be deemed to be sold under a separate contract. Failure of the Seller to deliver any
instalment shall not entitle the Buyer to rescind or repudiate the contract.
(4) Shipments may vary plus or minus 10% from ordered quantity.
6. Force Majeure
Deliveries may be suspended or cancelled by either party in the event of Act of God, war riot, fire, explosion, accident, flood, sabotage, inability to
obtain fuel, power, raw materials, labour, containers or transportation facilities, government laws, regulations, orders or action breakage or failure of
machinery or apparatus, national defence requirement or any other event beyond the reasonable control of such party, or in the event of labour
trouble, strike lockout or injunction (whether or not such labour event is within the reasonable control or such party), which event prevents the
manufacturer, shipment, acceptable or consumption of a shipment of the goods or of a material upon which the manufacturer of the goods is dependent.
If, because of any such event, Seller is unable to supply the total demand for the goods, Seller may allocate its available supply of goods, without
obligation to purchase similar goods from other sources, among itself and all of its customers, concluding those not under contract on such basis as it
determines to be suitable. Deliveries suspended under this section shall be cancelled without liability, but this contract shall otherwise remain
6. Technical Advice
Seller assumes no liability (whether for negligence or otherwise) for any technical advice or assistance given or the results obtained there from, all such
advice being given and accepted at Buyer’s risk.
Subject to the limitations of Sections 11 and unless otherwise herein expressly provided, Seller warrants title and that all goods sold hereunder will
conform to the manufacturers standard specifications. Subject thereto and except as otherwise expressly agreed to in writing by the Seller, Seller makes no representation or warranty of any kind as to the merchantability, fitness for any particular purpose or any other matter with respect to the
goods whether used alone or in conjunction with other substances. All conditions any warranties expressed or implied by law are hereby expressly
excluded. The warranty is void if the buyer fails to properly inspect the material before use and cuts, slits, uses or in any way alters the material so that
it renders it impossible to perform any required repairs or modifications
8. Warranty Claims
No claim by the Buyer whether for defective goods, shortage or for any other cause whatsoever need be recognized by Seller (and all such claims shall
be deemed absolutely waived by Buyer) unless notified in writing to and received by Seller within 14 days after date of delivery or within 30 days after
Buyer learns of the facts giving rise to the claim whichever shall first occur. Buyer’s exclusive remedy shall be for damages and Seller’s liability for any
and all loss or damage resulting from any cause whatsoever, including alleged negligence, shall in no event exceed the contract price of the goods in
respect of which the claim is made, or at the election of the Seller the cost of repair or replacement of such goods. Any damage in excess thereof shall
be borne by the Buyer. All goods alleged to be defective or otherwise subject to a claim shall be returned to Seller at Buyer’s expense.
9. Transit Damage and Shortages
Any claims by the Buyer for damage contamination or shortage at time of receipt are to be advised immediately to the Seller so that insurance
company inspection and assessment can be arranged.
10. Patents and Trade Marks
The Buyer shall indemnify the Seller, to the extent permitted by law, against any liability whatsoever to any person or body for any loss or damage
consequential or otherwise however suffered or incurred by any person or body concerning the Goods including but without limitation for any
infringement of Trade Mark, design, pattern, mode of construction, patent, know how, utility model or copyright rights arising from performance of
the Sale and it is hereby specifically acknowledged that the Sale shall not include the transfer of any such rights.
All prices quoted are exclusive of Goods and Services Tax (GST), customs duty, excise duty and all other governmental imposts of a like nature
becoming payable because of the sale of goods and the delivery thereof to the Buyer. All such taxes, duties and other imposts shall accordingly be for
12. Contingency Charges
All contingency charges such as exchange rate fluctuation, GST or other taxes, increases in freight or insurance costs, shipping company financial
collapse, surcharges due to war, threat of war, warlike conditions, port congestion, or any other emergencies unforeseen or non-existent at the time of
establishment of the Sale, shall be to Buyer’s account.
13. Construction of Contract
The validity, interpretation and performance of this contract shall be governed by and construed in accordance with the law of Australia. This contract
constitutes the full understanding of the parties and a complete and exclusive statement of the terms of this agreement in respect to the terms of this
contract shall be binding on the Seller unless made hereafter in writing and signed by the Seller.
14. Liability and Indemnity:
The Buyer in consideration of the Seller, at the request of the director(s) of the buyer (as the director or business proprietor hereby acknowledges)
permitting the buyer to purchase goods on an account pursuant to the credit application (hereinafter called the “said agreement”) made between the
Seller and the buyer and the buyer of even date to hereby covenant with the Seller that so long as the money shall remain unpaid and owing by the
buyer to the seller, the buyers, directors, proprietors, executors and administrators(hereinafter called the guarantor”) shall hereby guarantee to the
seller the due observance, performance and compliance by the buyer of all and singular the terms and conditions of the said agreement
contained or implied and on the part of the within named buyer to be observed and performed and the guarantor declare that the guarantee
shall be a continuing guarantee and the liability hereunder of the guarantor shall not be impaired or discharged by any indulgence or extension of time
granted to the said buyer or by any extension of the terms or any variation of the trading terms or other conditions contained in the said agreement
and further it shall not be necessary for the guarantor to be given prior notice of a default by the buyer before a demand is made upon such guarantor
pursuant to this guarantee and further any notice or demand required under this guarantee or by law to be given or made by the guarantor shall
be deemed to be duly given or made if the same be in writing and executed by the seller entitled to make a claim or its solicitors or duly authorised
agent of the seller and delivered to the guarantor or sent through the post in a prepaid envelope address to that guarantor at his/her place of abode or
business last known to the seller or its agent and any notice or demand so served shall be deemed in all respect to have been validly and effectively
given or been served forty eight hours after the hour of posting and where necessary to the context the singular shall include the plural and vice versa.
15. Transfer of Title
It is expressly agreed that the title in the goods supplied hereunder shall not pass to Buyer until payment has been received in full by Seller, but the
goods or the part thereof delivered shall nevertheless be at Buyer’s risk from the time of delivery to its premises and the Buyer shall indemnify Seller against all loss or damage to the goods from whatsoever cause occurring after such time. Until title passes to Buyer, the goods shall be stored so as to
be clearly identified as the property of Seller. If Buyer shall fail to pay for the goods in full by the due date, or upon earlier happening of any of the
events referred to in Clause 4, Seller is irrevocably authorised at any time thereafter to enter upon any premises where the goods are situated and to
take possession of and remove the same, and to use the Buyer’s name and to act on its behalf in exercising such rights. If the Buyer sells the goods to a
third party, then the Buyer is accountable to the Seller for all the proceeds derived from such sale, and shall hold such proceeds (either as received or
in a separate bank account opened expressly for the purpose) on trust for the Seller. If the Buyer manufactures, intermingles, or deals with the goods
in such manner that they become an integral part of any other object, then the Buyer shall be deemed to do so as agent of the Seller, and ownership of
the goods will remain with the Seller as principal.
All Cancellations and/or variation requests to any order must be confirmed in writing by the Buyer to the Seller and is subject to the following:
a) Cancellations and/or variation requests to any order placed, must be approved by the Seller.
b) Cancellations and/or variation to any order placed that has had a deposit and/or any amount paid by the buyer to the seller, will be refunded
after the buyer’s cancellation fee and any material(s) purchased for the order has been deducted.
The Seller owns the tooling designed to meet buyers’ product needs unless it has been paid in full by the buyer before placement of the first order. If
for any reason, the product has been discontinued or not ordered for a period of three years, the buyer would initiate steps to take back the tooling at
his own costs. The buyer hereby irrevocably surrenders his right not to claim the Tooling after the lapse of three years from his last order and the
Seller is entitled to dispose it off, as deemed necessary with no claims from the buyer whatsoever.
18. Enforcement of Security interests
Until the Buyer has paid all monies owed to the Seller:
a) Seller retains a purchase money security interest in the goods and the proceeds of the sale of goods under the Personal Property Securities
Act 2009 (PPSA)
b) The buyer consents to the Seller registering a security interest under the PPSA and agrees to do all things reasonably required by the seller
to effect such registration.
c) The buyer waives any right the buyer has under PPSA to receive notice in relation to registration of the Seller’s interest in the goods under
d) The buyer will immediately advise the Seller of any changes which may affect the Seller’s security interest.
Any dispute or difference relating to the subject matter of the Sale or concerning the interpretation or effect of the Terms shall, in the absence of
agreement between the parties, be referred to arbitration.
20. Governing Law
This agreement shall be governed by and construed in accordance with the laws from time to time in force in Victoria and the parties hereto
irrevocably submit to the non-exclusive jurisdiction of the courts in Victoria and any courts competent to hear appeals therefrom.
Version – July 2016