General
These Standard Terms and Conditions of sale (“the Conditions”) apply to any sale of items or services of Sumabe Holdings Pty Ltd (“SUMABE”) or, where a quotation is made, shall form part of that quotation.
SUMABE may vary the Conditions from time to time, and the Conditions as varied shall be published on the SUMABE website. The purchaser agrees that the ordering of any goods or services after the publication of the variation of the Conditions on the website will be an acceptance by the purchaser of the varied Conditions.
No variation or cancellation of any of the Conditions shall be binding on SUMABE unless agreed by a responsible officer of SUMABE in writing. No agent or representative has the authority to waive or alter the Conditions.
The purchaser or anyone purporting to act on behalf of the purchaser may place orders for goods or services with SUMABE by telephone, email, in writing or by facsimile transmission.
Precedence
In the event of a conflict between the Conditions and those which may be included in, or implied by, any document forming part of any enquiry, specification, order or contract then the Conditions shall prevail unless they are expressly varied by SUMABE in writing. If any Condition is contrary to or excluded by law then the Conditions shall be modified but only to the extent of excluding that part of the Conditions so affected.
Acceptance
A quotation is not to be construed as an offer or obligation to sell and SUMABE reserves the right to decline any order for goods or services (either wholly or partially) at any time prior to the delivery of the goods or services, in which case SUMABE shall be under no obligation in respect of such order.
Prices
All prices are subject to change without notice and orders are accepted by SUMABE on the condition that they will be invoiced at the prices ruling at the date of dispatch, but every endeavour will be made to give 30 days’ notice of any increase.
All prices shown in the 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.
A quotation includes only such goods as are specified therein. SUMABE reserves the right to cancel any sale where goods offered ex stock have been previously sold or otherwise committed.
Product prices quoted to not include shipping and handling costs. Shipping and handling costs are the responsibility of the purchaser and SUMABE reserves the right to oncharge the purchaser for out of pocket expenses incurrred as a result of any variation from the original shipping and handling quotation.
A $20 surcharge may apply at the discretion of SUMABE if an order value is less than $100.
Terms Of Payment
If in the event the purchaser has been granted trading terms, the purchaser agrees to comply with the Conditions and payment for goods and services shall be made by the purchaser to SUMABE no later than thirty (30) days from the end of the month of purchase, unless otherwise agreed or specified in writing by SUMABE.
Delivery
SUMABE will endeavour to comply with the time of production and/or delivery of goods and services requested by the purchaser but delivery time is not guaranteed nor is time of the essence of the contract of sale of the goods and services. SUMABE will not be liable for any loss or damage of whatsoever nature arising out of a delay in delivery of goods or services. The delivery period quoted commences from the date SUMABE receives sufficient information to proceed with the supply or from the date SUMABE receives the purchaser’s written order, whichever is the later. Quoted delivery dates are subject to confirmation when placing the order.
Goods Returned For Credit
Goods will not be accepted for credit without prior approval of personnel at SUMABE’s nearest sales office.
In the case of the return of buy-ins against the purchaser’s order, credit will only be allowed if the original manufacturer/supplier also accepts the return.
All goods returned should be in their original containers and should not be shop soiled, obsolete or shop damaged. All such goods may be rejected or credited at a reduced rate.
No claim will be recognized unless such claim is made within seven (7) days of delivery and in every case the original invoice number and date must be quoted.
All goods approved for return shall be returned freight pre-paid and may be subject to a 15% restocking charge.
Cancellation
Any order may, at the option of SUMABE, be terminated in the event of insolvency of the purchaser or of execution being levied against any of the goods of the purchaser or the purchaser being placed into administration or liquidation, whether voluntary or otherwise, or of a mortgagee entering into possession of any assets of the purchaser or the purchaser’s credit worthiness or credit standing alters, in the opinion of SUMABE, from that disclosed in its application for credit.
Variation
A variation or cancellation of any order by the purchaser is subject to acceptance by SUMABE of such variation or cancellation and in the event of such agreement the purchaser hereby indemnifies SUMABE against any loss or damage as a result of such variation or cancellation.
Warranties Limited
SUMABE warrants that the goods it supplies shall be of good and merchantable quality and its liability shall be limited only to the repair or replacement of any faulty or defective goods in terms of the manufacturer’s warranty and SUMABE does not, unless specifically required by law, give any warranty beyond the manufacturer’s warranty, and in no event shall SUMABE be liable either under statute, in equity, in contract or tort (including in negligence) or otherwise for any direct or indirect special consequential or punitive loss or damages (including loss of income, profits or business, loss of goodwill or reputation or loss of value of intellectual property) to persons or property, whether foreseeable or unforeseeable, arising from or caused in any way by such goods.
Inspection
The purchaser has seven (7) days from the date of delivery of the goods within which to provide SUMABE with written noticed of any claim for alleged failure to comply with an order whether due to a shortfall, defect, incorrect delivery or otherwise. Should the purchaser fail to provide such written notice within the stipulated time period then SUMABE shall be deemed to have complied the purchaser’s order in all respects including delivery, quality and quantity.
Packing, Damage or Loss in Transit
SUMABE uses every care in packing but, unless otherwise agreed, shall not be liable for any loss or damage in transit, and any claim in relation to such loss or damage shall not be accepted by SUMABE and shall be a matter between the purchaser and the railway, shipping company or carrier. The purchaser shall inspect and check all goods received as soon as practicable upon unloading. No claim for shortage of goods shall be made to SUMABE after forty eight (48) hours of such inspection, and while SUMABE shall endeavour to rectify any shortage as soon as practicable after receipt of any claim, it shall not be liable in respect of such rectification.
Purchaser's Specifications
SUMABE shall be under no obligation to comply with any specification or drawings referred to in any order unless such specifications or drawings have been produced to SUMABE prior to delivery of goods and signed by SUMABE. Otherwise SUMABE does not warrant nor represent that the goods are fit for a particular purpose and the purchaser agrees that it does not rely on the skill and judgment of SUMABE in relation to the suitability of the goods for a particular purpose. All such warranties are hereby excluded to the maximum extent permitted by law.
Risk
All goods sold shall be at the risk of the purchaser from the time of dispatch of the goods by SUMABE for delivery to the purchaser and the purchaser shall be solely responsible for insuring the goods in transit.
Credit
SUMABE may at any time suspend or vary any credit extended to the purchaser or withhold the delivery of goods or services already ordered as SUMABE in its sole and absolute discretion determines.
Default of Purchaser
The purchaser expressly agrees that if the purchaser fails to pay SUMABE the invoiced price of any goods and services by the due date for payment, then SUMABE: shall have the immediate right to bring an action against the purchaser for payment of the invoice price of the said goods and services, notwithstanding that ownership and property in the said goods and services shall not have passed to the customer; may refuse to supply any other goods and services to the purchaser; may claim the return of any goods in the possession of the purchaser where title in such goods has not passed to the purchaser; may determine the contract and/or suspend manufacture or delivery, installation, commissioning or testing of any goods then outstanding; may retain any security given or money paid by the purchaser or available through enforcement of guarantee or security bonds lodged and may apply such security or money against the loss and damages incurred by the failure of the purchaser to pay; may withdraw or vary any credit extended to the purchaser without notice to the purchaser; may without notice make all moneys owing by the purchaser to SUMABE on any account immediately due and payable; may take such steps as it deems necessary to mitigate any damage suffered including the putting to use, hiring out, sale or disposal of any goods in its possession supplied or to be supplied to the purchaser; and may charge interest on overdue accounts at the rate not exceeding 9% per annum on the day of calculation. Accounts that remain inactive and unpaid will incur a monthly account keeping fee of $9.00 until finalised.
Retention Of Title
(i) The legal and equitable title in the goods will only pass to the purchaser when all moneys owing by the purchaser to SUMABE on any account whatsoever have been paid in full. Pursuant to the terms of and as defined by the Personal Property Securities Act 2009 (Cwth,)(“PPSA”) the purchaser grants to SUMABE a security interest in the goods to secure payment of the moneys owing which is a purchase money security interest to the extent to which it secures payment of such moneys owing and consents to SUMABE registering this security interest under the PPSA and waives any right to receive notice of such registration. The purchaser must not do or permit anything to be done which may result in the purchase money security interest granted to SUMABE ranking in priority behind any other security interest. (ii) Until such payment in full, the purchaser acknowledges that the goods are held by the purchaser as bailee for SUMABE and that a fiduciary relationship exists between SUMABE and the purchaser in relation to the goods, which must be stored separately as a fiduciary of SUMABE in good condition and in such a way which clearly indicates the ownership of SUMABE in the goods. (iii) While SUMABE retains title in the goods the purchaser shall not bail, pledge, mortgage, charge, obtain or grant a lien over, lease or assign by any other way the goods or any security in the goods. (iv) The purchaser irrevocably authorises SUMABE by its servants or agents to enter to enter upon any site where the goods are located to take possession of the goods without any prior notice or for any purpose connected with or in relation to the protection or enforcement of the rights of SUMABE to the goods. (v) The purchaser shall be liable for the payment of all costs, charges and expenses incurred by SUMABE on a full indemnity basis (including legal costs, repossession costs and the cost of any mercantile agent) in the recovery or attempted recovery of the goods or of payment of any moneys owing by the purchaser to SUMABE or in the protection or enforcement of its rights in relation to the goods. (vi) To secure payment of all moneys which may become payable by the purchaser to SUMABE on any account whatsoever the purchaser hereby charges with the due payment of all moneys payable by the purchaser to SUMABE all of the purchaser’s beneficial interests in freehold or leasehold property held by it now or in the future as security for payment of all and any moneys payable by the purchaser to SUMABE and consents to SUMABE lodging a caveat or caveats noting its interest in such property, and upon demand by SUMABE the purchaser agrees to immediately execute a mortgage or other instrument in terms satisfactory to SUMABE to further secure payment of such moneys. The purchaser hereby and by way of security irrevocably appoints every officer and legal practitioner of SUMABE jointly and each of them severally as the purchaser’s lawful attorney with the power and for the purpose of executing (including as a deed) a mortgage or other instrument of security in any form as determined by such attorney over any real property of the purchaser to secure such moneys.
Disputes
If the purchaser disputes any charge appearing on an invoice then the purchaser shall give written notice of such dispute to SUMABE immediately upon receipt of invoice and shall pay all other charges not in dispute on the invoice pending an investigation of the dispute.