Terms & Conditions
SYSTM Terms & Conditions
In these Standard Conditions:
"Buyer" means the entity purchasing the Goods; and
"Company" means The Life Store Pty Ltd trading as SYSTM ABN 37 099 248 076; and
"Goods" means the products the subject of each contract between the Company and the Buyer.
“Original Delivery Date” means the date for delivery of the Goods specified by the Buyer in the original purchase order for the Goods (and accepted by the Company) and not any variation to a later delivery date requested by the Buyer.
These Standard Conditions will be deemed incorporated in any order placed by the Buyer and any acceptance of a Buyer's order by the Company will be deemed subject to the acceptance by the Buyer of these Standard Conditions. These Standard Conditions override and replace any other conditions of the Company or the Buyer.
3. TERMS OF SALE
All Goods sold by the Company are sold on these Standard Conditions.
4. QUOTATIONS AND ORDERS
4.1. A quotation is not an offer or obligation to sell. A quotation includes only such Goods as are specified in it.
4.2. The Company reserves the right: (a) to cancel any sale where Goods offered ex stock have been previously sold or otherwise committed; and
(b) to reject any order which the Company has not expressly or by conduct accepted.
5.1. All prices are subject to change without notice and orders are accepted by the Company on the condition that they will be invoiced at the prices ruling at the date of despatch. All prices are strictly net unless otherwise stated.
5.2. Every endeavour will be made to give 30 days notice of any increase.
5.3. All prices shown in published catalogues or price lists are recommended selling prices only and there is no obligation on the part of any reseller to maintain such prices.
6.1. Goods are sold on a free on transport (FOT) basis. Where the Buyer requires freight to be prepaid, all expenses will be to the Buyer's account at cost.
6.2. Freight cost on return of any Goods which are not in accordance with the Buyer's order will only be paid by the Company if returned by the Company’s nominated transport.
7.1. Unless stated otherwise in the quotation the price quoted includes packing in accordance with the Company’s standard practice and removal of packaging.
7.2. Any other packing requested by the Buyer or deemed necessary by the Company will be charged in addition to the price quoted.
7.3. Prices do not include the removal of furniture and additional costs will be charged for any furniture removed by the Company at the Buyer’s request.
8. TAX AND EXCHANGE RATES
8.1. The prices quoted do not include sales or goods and services tax unless specifically stated.
8.2. The Buyer must pay for goods and services tax and other duties, taxes or government charges ("Taxes").
All Taxes (if any) included in a quotation are based upon the rates of those Taxes at the time of quotation. All variations in the rates of such Taxes will be to the Buyer's account.
8.3. Variations in rates of exchange on imported Goods affecting the amount paid by the Company for Goods supplied will also be to the Buyer's account.
9. TERMS OF PAYMENT
9.1. The Buyer must pay a deposit of 30% of the purchase price for the Goods (including GST) at the time of placing the order.
9.2. The Buyer must pay the balance of the purchase price for the Goods (plus any other costs and charges relating to the supply of the Goods) within 7 days from the date of the Company’s tax invoice.
9.3. The Company may issue a tax invoice on the later of:
(a) the date the Goods are ready for delivery to the Buyer; and
(b) the Original Delivery Date.
9.4. If payment for Goods is not made when due, the Buyer must:
(a) pay interest at the rate of two (2) per cent per annum above the rate charged from time to time to the Company by its bank for overdraft accommodation during the period any amount remains unpaid, calculated on a daily basis. A certificate signed by a manager of the Company's bank will be conclusive
evidence of the rate charged by the bank to the Company for overdraft accommodation; and
(b) reimburse the Company for all costs including legal costs on a full indemnity basis incurred by the Company in collecting any late payments.
9.5. The imposition of interest charges will not be regarded as allowing any time for payment of any amount owing. All overdue amounts remain immediately due and payable to the Company and the Company may take steps at any time for recovery of any overdue amounts.
10. DELIVERY AND TRANSPORT
10.1. The Buyer warrants that where delivery is to be made by road transport, sufficient and suitable access to the destination is available, including a road surface capable of withstanding the weight and size of the transport and loads involved. If the Company incurs any additional costs or expenses, the full amount of them will be payable on demand by the Buyer.
10.2. Any delivery dates or periods are for information purposes only and do not form part of the contract unless specifically agreed in writing to be of the essence of the contract. In the absence of a specific agreement, the Company accepts no liability for any loss or damage of whatever nature and however
arising which may be suffered by the Buyer as a result of any failure on the part of the Company to deliver Goods on or within the dates or periods.
10.3. The Buyer agrees to provide at the Buyer's expense (if requested by the Company) assistance to the Company's driver or contract carriers in off loading heavier items.
10.4. The Company may at its option deliver the Goods to the Buyer in any number of instalments. If the Company delivers any of the Goods by instalments and any one of those instalments is defective for any reason:
(a) it is not a repudiation of the contract; and
(b) the defective instalment is a severable breach that gives rise only to a claim for compensation.
11.1. risk in the Goods will immediately pass to the Buyer;
11.2. the Company will be entitled to payment for the Goods as if the Goods had been delivered; and
11.3. the Company may arrange storage of the Goods at its warehouse or some other suitable place and all storage costs and other incidental costs must be paid by the Buyer.
12.1. The Buyer must inspect the Goods immediately upon delivery and must within seven (7) days from the date of inspection give written notice to the Company of any alleged defect in the Goods, or other alleged breach of contract by the Company.
12.2. The Buyer waives any claim for shortage of any Goods delivered if a claim in respect of short delivery has not been received by the Company within 7 days from the date of receipt of the Goods by the Buyer.
13. DAMAGE OR LOSS IN TRANSIT
13.1. The Company is not responsible to the Buyer or any person claiming through the Buyer for any loss or damage to Goods in transit caused by any event of any kind by any person (whether or not the Company is legally responsible for the person who caused or contributed to that loss or damage).
13.2. The Company will assist the Buyer in making a claim on a carrier if the Buyer:
(a) notifies the Company and the carrier in writing immediately after loss or damage is discovered on receipt of the Goods; and
(b) lodges a claim for compensation on the carrier within three (3) days of receipt of the Goods.
14.1. Subject to clause 14.2, all Goods are as described on the order accepted by the Company and the description on that order prevails over all other descriptions including any specification or enquiry of the Buyer.
14.2. The Company will not be taken to have agreed to comply with any specifications or drawings referred to in any order unless the specifications or drawings have been produced to the Company prior to the delivery of Goods and are signed or otherwise acknowledged by the Company.
14.3. The Company does not make any recommendation or warranty of any kind in relation to any fabric or textiles used or selected with the Company’s Goods, including without limitation, its fire retardant properties, suitability for use, durability or fitness for purpose. It is solely the Buyer’s responsibility to choose the fabric or textiles to be used on the Goods and to advise the Company of the Buyer’s choice. The Buyer acknowledges that the Company does not conduct any checks into the suitability or otherwise of the fabric or textiles the Buyer selects.
15. PRODUCT DESIGN
The Company engages in a policy of continuous development and improvement of its products. the Company reserves the right to alter the design and/or specifications of any Goods without notice and without incurring liability.
16.1. The only conditions and warranties which are binding on the Company in respect of the state, quality or condition of the Goods supplied to the Buyer are those described in clause 17 and those imposed and required to be binding by statute (including the Competition and Consumer Act 2010)
16.2. Where the Goods supplied are not Goods of a kind ordinarily acquired for personal, domestic or household use or consumption, the Company's liability for failure to comply with a consumer guarantee under the Australian Consumer Law (other than a guarantee under section 51, 52 or 53) is limited to any one or more of the following:
(a) the replacement of the Goods or the supply of equivalent Goods;
(b) the repair of the Goods;
(c) the payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
(d) the payment of the cost of having the Goods repaired.
16.3. The limitation in 16.2 will not apply if the Buyer establishes, in accordance with the Australian Consumer Law, that it is not fair or reasonable for the Company to rely on this term, having regard to all the circumstances of the case.
16.4. Where Chapter 3, Part 3-2 of the Australian Consumer Law does not apply to the supply then, except as set out in clause 17, the Company will not be liable to the Buyer for any liability, (including liability in negligence) loss or damage of whatever nature, consequential or otherwise, however suffered or incurred by the Buyer, caused by or resulting directly or indirectly from the supply or manufacture of the Goods.
17.1. The Company warrants that the Goods will be free from defects caused by faulty workmanship or faulty materials (other than fabric or textiles) for a period of 5 years from the date of sale.
17.2. This warranty is in addition to other rights and remedies the Buyer may have under a law in relation to the Goods.
17.3. This warranty does not apply in any of the following cases:
(a) defects arising from:
(i) fair wear and tear;
(ii) corrosive atmosphere;
(iii) damage or injury caused by deliberate act, lack of care or failure to comply with the recommended care and maintenance for the Goods;
(iv) improper use of the Goods;
(v) alterations or repairs (not made by the Company) to the Goods;
(b) defects arising from an event outside of the Company’s control such as fire, flood, earthquake or other natural calamity, motor vehicle or other accident, strike, civil unrest, terrorism or war;
(c) defects in or damage to fabric or textiles of any kind or defects or damage to the Goods or any other property arising in any way from the fabric or textiles on the Goods;
(d) to any additional part or item (not part of the advertised SYSTM range) specified by the Buyer in any order for the Goods, which is supplied by the Company to the Buyer with the Goods in accordance with the Buyer’s direction;
(e) to accessory items or other items which are not sold or serviced by the Company and which are not sold with or were not included with the Goods purchased.
17.4. If this warranty applies and the Buyer has complied with the procedure below for making a claim, the Company will, at its election, either repair the Goods (or those parts of the Goods recognised as defective) or will provide a replacement within a reasonable time at its expense.
17.5. If this warranty applies, the procedure for making a claim is:
(a) The Buyer must contact the Company by email;
(b) The Buyer must include in the email the following information:
(i) a copy of the order or receipt for the Goods;
(ii) a photograph of the Goods and the damage or defect; and
(iii) a detailed description of the fault and how and when it arose; and
(c) if the fault is a type covered by this warranty, the Company will then make arrangements with the Buyer for the return of the Goods to the Company (for repair or replacement) at the Company’s cost using its transport providers or the Company may decide to attend at the Buyer’s premises to repair or replace the Goods.
17.6. The Company’s liability (and that of its resellers) under this warranty is wholly limited to repair or replacement of the Goods (or those parts of the goods recognised as defective) in accordance with the procedure above and the Buyer has no right to other compensation, costs or damages under this warranty. But this does not mean that the Buyer may not have other rights under a law in relation to the Goods.
17.7. If following the Company’s inspection of Goods returned by the Buyer under this warranty it is found that this warranty does not apply and the Buyer is not otherwise entitled to repair or replacement by the Company, the Buyer must, if requested by the Company, reimburse the Company’s costs including parts, labour and freight.
17.8. This warranty is not transferable and only the Buyer may make a claim.
17.9. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
18. DETERMINATION AND DAMAGES
(a) any distress, execution or other legal process is levied upon any of the Buyer's assets; or
(b) the Buyer enters into any arrangement or composition with its creditors, commits any act of bankruptcy or being a company, a controller (as defined in the Corporations Act)
(c) payment for Goods is not made when due; or
(d) the Buyer breaches any material provision of the contract,
(e) terminate the contract; and/or
(f) suspend delivery to the Buyer of all or any outstanding orders; and/or
(g) require payment on delivery for all Goods delivered or to be delivered after the relevant event; and/or
(h) require immediate payment for any Goods delivered and not paid for by the Buyer prior to the event.
18.2. If the Company terminates the contract in accordance with clause 18.1 or there is any repudiation of the contract by the Buyer, the Company may recover damages from the Buyer including, but not limited to:
(a) the value of any work completed or goods manufactured at the date of determination;
(b) the value of any work begun or goods begun to be manufactured but not completed at the date of determination including the costs of material, labour, overheads and profits in connection with them; and
(c) the sum representing any further profit which the Company would have made on the contract but for its determination.
18.3. A certificate signed by the Company's then accountant as to the damages recoverable under clause 18.2 is prima facie evidence of those damages.
19. SET OFF
The Buyer may not withhold or set off payment of any amount due to the Company under the contract whether in respect of any claims of the Buyer in respect of faulty or defective Goods or any other reason.
20. FORCE MAJEURE CLAUSE in the event of:
20.1. war, invasion, act of foreign enemy hostilities (whether war has been declared or not), civil war, rebellion, revolution, insurrection or military or usurped power; or
20.2. any change in statute, rules or regulations;
20.3. any order or requisition issued by any government department, council or other duly constituted authority; or
20.4. strikes, lockouts, breakdowns of plant or any other causes (whether or not of a like nature) beyond the Company's control, the Company will be relieved of its obligations under the contract wherever and to the extent to which the fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event.
21. PASSING OF RISK, RETENTION OF TITLE AND PPS
21.1. For the purpose of this clause 21:
"Excluded Interest" means any mortgage, charge or other encumbrance over real property or personal property (tangible or intangible) that is not a Security Interest, including non- consensual liens and mortgages over real property;
"PPSA" means the Personal Properties Securities Act 2009 (Cth); "PPS Register" means the Personal Property Securities Register; "Purchase Money Security Interest" has the same meaning as under the PPSA; "Security Interest" has the same meaning as under the PPSA.
21.2. The Goods supplied by the Company are at the Buyer's risk immediately on delivery to the Buyer or into the custody of the carrier or anyone acting on the Buyer's behalf whichever is the sooner.
21.3. Whilst the risk in the Goods passes as set out in clause 21.2, legal and equitable title remains with the Company until payment in full of all amounts owed by the Buyer to the Company is received by the Company. Payment will not be deemed to be received until any cheque in payment has been honoured.
21.4. Until the Company has received payment in full of all amounts owed by the Buyer to the Company, it reserves the following rights:
(a) the right to enter the Buyer's premises and retake possession of the Goods;
(b) the right to keep or resell any Goods repossessed under clause (a); and
(c) any other rights it may have at law or under the PPSA.
21.5. The Buyer acknowledges that the Company has:
(a) a Purchase Money Security Interest which attaches over the Goods and their proceeds until the Company has received payment for the Goods in full; and
(b) a Security Interest over the Goods and their proceeds in relation to other amounts owed by the Buyer to the Company.
21.6. The Company may register its Purchase Money Security Interest and Security Interest on the PPS Register established by the PPSA and, where necessary, amend the registration.
21.7. The Buyer must not grant any other person a Security Interest in respect of the Goods or their proceeds.
21.8. The Buyer must now allow an Excluded Interest to exist over the Goods.
21.9. The Buyer agrees to do anything (such as obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed) at any time which the Company asks and considers necessary for the purpose of:
(a) ensuring that a Security Interest created under the contract is enforceable, perfected and otherwise effective; and
(b) enabling the Company to apply for any registration, or give any notification, in connection with a Security Interest created under the contract so that the Security Interest has the priority required by the Company, including anything the Company reasonably asks the Buyer to do in connection with the PPSA.
21.10. To the extent permitted by law, if the PPSA applies, the Buyer irrevocably waives any rights the Buyer may have to:
(a) receive notices or statements under sections 95, 121(4), 125, 130, 132(3)(d), 132(4) and 135 of the PPSA;
(b) redeem the Goods under section 142 of the PPSA;
(c) reinstate the contract under section 143 of the PPSA; and
(d) receive a verification statement (as defined in the PPSA).
21.11. Nothing in this clause prevents the Company from taking action against the Buyer at any time to recover amounts owing to the Company.
21.12. Until the Company has received payment in full of all amounts owed by the Buyer to the Company: (a) the Buyer takes the Goods as bailee for the Company;
(b) the Buyer must:
(i) insure the Goods against all usual risks to their full replacement value;
(ii) note the interest of the Company on that insurance policy; and
(iii) receive on trust for and pay to the Company any insurance monies received by the Buyer in respect of Goods;
(c) the Buyer must, where reasonably possible, store each delivery of Goods separately, clearly identified as the Company's property and in a manner to enable the Goods to be identified and cross-referenced to particular invoices;
(d) the Buyer may only sell, use or part with possession of Goods in the ordinary course of its business on the following conditions:
(i) any sale will be as fiduciary agent for the Company; and
(ii) that part of the proceeds of sale that equates to the amount owing by the Buyer to the Company for those Goods will be received by the Buyer on trust for the Company and the Buyer must account to the Company for those proceeds; and
(iii) the agency will only extend to the obligation to account for proceeds and the Company will not be bound by any contract between the Buyer and the Buyer's purchaser; and
(e) if the Buyer uses the Goods in a manufacturing or a value added process of its own or a third party, then the Buyer will hold that part of the proceeds of the manufacturing or value added process as relates to the Goods on trust for the Company. Such part will be deemed to equal in dollar terms the amount owing by the Buyer to the Company for those Goods at the time of the receipt of the proceeds.
21.13. Without limiting the generality of the Company's rights in this clause 21, if payment for the Goods is not made by the Buyer when due or the Company terminates the contract under clause 17, then the Buyer must return all Goods to the Company on demand. If the Buyer does not return all Goods to the Company within 48 hours of receipt of the demand, the Company may for the purposes of recovery of possession of the Goods, enter forcibly, if necessary, upon any premises where the Goods are stored or where they are reasonably thought to be stored and may repossess, remove and resell the Goods.
21.14. The Buyer is liable for all costs associated with the exercise by the Company of its rights under this clause 21, which costs are payable on demand.