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Office
Equipment Warehouse Pty Ltd T/A Douggies Office Equipment Warehouse – Terms &
Conditions of Trade 1.1 “Douggies” shall mean Office Equipment
Warehouse Pty Ltd T/A Douggies
Office Equipment Warehouse its successors and assigns or any person acting on behalf of and with the authority of Office
Equipment Warehouse Pty Ltd T/A Douggies Office Equipment Warehouse.
1.2 “Customer” shall mean the Customer (or any person acting on behalf of and
with the authority of the Customer) as described on any quotation,
work authorisation or other form as provided by Douggies to the Customer.
1.3
“Guarantor” means that person (or persons), or
entity, who agrees to be liable for the debts of the Customer on a principal debtor basis. 1.4
“Goods”
shall mean Goods supplied by Douggies to the Customer (and where the context so
permits shall include any supply of Services as hereinafter defined) and are as
described on the invoices, quotation, work authorisation or any other forms as
provided by Douggies to the Customer. 1.5
“Services”
shall mean all Services supplied by Douggies to the Customer and includes any
advice or recommendations (and where the context so permits shall include any
supply of Goods as defined above). 1.6
“Price”
shall mean the price payable for the Goods as agreed between Douggies and the Customer
in accordance with clause 4 of this contract. 2.
The Commonwealth Trade Practices Act 1974
(“TPA”) and Fair Trading Acts (“FTA”) 2.1
Nothing
in this agreement is intended to have the effect of contracting out of any
applicable provisions of the TPA or the FTA in each of the States and
Territories of Australia, except to the extent permitted by those Acts where
applicable. 3.
Acceptance 3.1 Any instructions received by Douggies from
the Customer for the supply of Goods and/or the Customer’s acceptance of Goods
supplied by Douggies shall constitute acceptance of the terms and conditions
contained herein. 3.2 Where more than one Customer has entered
into this agreement, the Customers shall be jointly and severally liable for
all payments of the Price. 3.3 Upon acceptance of these terms and
conditions by the Customer the terms and conditions are binding and can only be
amended with the written consent of Douggies. 3.4 The Customer shall give Douggies not less
than fourteen (14) days prior written notice of any proposed change of
ownership of the Customer or any change in the Customer’s name and/or any other
change in the Customer’s details (including but not limited to, changes in the Customer’s
address, facsimile number, or business practice). The Customer shall be liable
for any loss incurred by Douggies as a result of the Customer’s failure to
comply with this clause. 3.5 Goods are supplied by Douggies only on the
terms and conditions of trade herein to the exclusion of anything to the
contrary in the terms of the Customer’s order notwithstanding that any such
order is placed on terms that purport to override these terms and conditions of
trade. 4.1
At Douggies’
sole discretion the Price shall be either: (a)
as
indicated on invoices provided by Douggies to the Customer in respect of Goods
supplied; or (b)
Douggies’
quoted Price (subject to clause 4.2) which shall be binding upon Douggies provided that
the Customer shall accept Douggies’ quotation in writing within thirty (30)
days. 4.3
At Douggies’
sole discretion a deposit of twenty-five percent (25%) of the Price may be
required. 4.4
At Douggies’
sole discretion: (a)
payment
shall be due on delivery of the Goods; or (b)
payment
shall be due before delivery of the Goods; or (c)
payment for approved Customer’s shall be due thirty (30) days
following the end of the month in which a statement is posted to the Customer’s
address or address for notices. 4.5
Time
for payment for the Goods shall be of the essence and will be stated on the
invoice or any other forms. If no time is stated then payment shall be due
seven (7) days following the date of the invoice. 4.6
Payment
will be made by cash, or by bank cheque, or by credit card (no surcharge added),
or by direct credit, or by any other method as agreed to between the Customer
and Douggies. 4.7
GST
and other taxes and duties that may be applicable shall be added to the Price
except when they are expressly included in the Price. 5.
Delivery Of Goods 5.1
At Douggies’
sole discretion delivery of the Goods shall take place when: (a)
the Customer
takes possession of the Goods at Douggies’ address; or (b)
the Customer
takes possession of the Goods at the Customer’s nominated address (in the event
that the Goods are delivered by Douggies or Douggies’ nominated carrier); or (c)
the Customer’s nominated carrier takes possession of the Goods in which
event the carrier shall be deemed to be the Customer’s agent. 5.2
At Douggies’
sole discretion the costs of delivery are: (a)
in
addition to the Price; or (b)
for the Customer’s account. 5.3
The Customer
shall make all arrangements necessary to take delivery of the Goods whenever
they are tendered for delivery. In the event that the Customer is unable to
take delivery of the Goods as arranged then Douggies shall be entitled to
charge a reasonable fee for redelivery. 5.4
Delivery
of the Goods to a third party nominated by the Customer is deemed to be
delivery to the Customer for the purposes of this agreement. 5.5
Douggies
may deliver the Goods by separate instalments. Each separate instalment shall
be invoiced and paid in accordance with the provisions in these terms and
conditions. 5.6
The
failure of Douggies to deliver shall not entitle either party to treat this
contract as repudiated. 5.7
Douggies
shall not be liable for any loss or damage whatever due to failure by Douggies
to deliver the Goods (or any of them) promptly or at all, where due to
circumstances beyond the control of Douggies. 6.
Risk 6.1
If Douggies
retains ownership of the Goods nonetheless, all risk for the Goods passes to
the Customer on delivery. 6.2
If any
of the Goods are damaged or destroyed following delivery but prior to ownership
passing to the Customer, Douggies is entitled to receive all insurance proceeds
payable for the Goods. The production of these terms and conditions by Douggies
is sufficient evidence of Douggies’ rights to receive the insurance proceeds
without the need for any person dealing with Douggies to make further
enquiries. 7.
Computers and Computing Accessories 7.1
It shall be the
Customer’s sole responsibility to remove any removable media (including, but
not limited to, diskettes, CDs, DVDs or PC Cards) from the Goods prior to
returning or submitting the Goods for repair or replacement. 7.2
Douggies shall not be held liable for any loss or corruption
of data or files (including, but not limited to, software programmes) resulting
from servicing or repairs being undertaken on the Goods. It is the sole
responsibility of the Customer to back-up any data which they believe to be
important, valuable or irreplaceable prior to bringing in any Goods for
servicing or repairs. 8.
Title 8.1
Douggies and Customer agree that ownership of the Goods shall
not pass until: (a)
the Customer
has paid Douggies all amounts owing for the particular Goods; and (b)
the Customer has met all other obligations due by the Customer to Douggies
in respect of all contracts between Douggies and the Customer. 8.2
Receipt
by Douggies of any form of payment other than cash shall not be deemed to be
payment until that form of payment has been honoured, cleared or recognised and
until then Douggies’ ownership or rights in respect of the Goods shall
continue. 8.3
It is
further agreed that: (a)
where
practicable the Goods shall be kept separate and identifiable until Douggies
shall have received payment and all other obligations of the Customer are met;
and (b)
until such time as ownership of the Goods shall pass from Douggies to the Customer
Douggies may give notice in writing to the Customer to return the Goods or any
of them to Douggies. Upon such notice
the rights of the Customer to obtain ownership or any other interest in the
Goods shall cease; and (c)
Douggies
shall have the right of stopping the Goods in transit whether or not delivery
has been made; and (d)
if the
Customer fails to return the Goods to Douggies then Douggies or Douggies’ agent
may enter upon and into land and premises owned, occupied or used by the Customer,
or any premises as the invitee of the Customer, where the Goods are situated
and take possession of the Goods; and (e)
the Customer
is only a bailee of the Goods and until such time as Douggies
has received payment in full for the Goods then the Customer shall hold any
proceeds from the sale or disposal of the Goods, up to and including the amount
the Customer owes to Douggies for the Goods, on trust for Douggies; and (f)
the Customer
shall not deal with the money of Douggies in any way which may be adverse to Douggies;
and (g)
the Customer
shall not charge the Goods in any way nor grant nor otherwise give any interest
in the Goods while they remain the property of Douggies; and (h)
Douggies
can issue proceedings to recover the Price of the Goods sold notwithstanding
that ownership of the Goods may not have passed to the Customer; and (i)
until such time that ownership in the Goods passes to the Customer, if the
Goods are converted into other products, the parties agree that Douggies will
be the owner of the end products. 9.1
The Customer
shall inspect the Goods on delivery and shall within seven (7) days of delivery
(time being of the essence) notify Douggies of any alleged defect, shortage in
quantity, damage or failure to comply with the description or quote. The Customer
shall afford Douggies an opportunity to inspect the Goods within a reasonable
time following delivery if the Customer believes the Goods are defective in any
way. If the Customer shall fail to comply with these provisions the Goods shall
be presumed to be free from any defect or damage. For
defective Goods, which Douggies has agreed in writing that the Customer is
entitled to reject, Douggies’ liability is limited to either (at Douggies’
discretion) replacing the Goods or repairing the Goods except where the Customer has acquired
Goods as a consumer within the meaning of the Trade Practices Act 1974 (CWlth) or the Fair Trading Acts of the relevant state or
territories of Australia, and is therefore also entitled to, at the consumer’s
discretion either a refund of the purchase price of the Goods, or repair of the
Goods, or replacement of the Goods. 10.1
Returns
will only be accepted provided that: (a)
the Customer
has complied with the provisions of clause 9.1; and (b)
Douggies has agreed in writing to accept the return of the
Goods; and (c)
the
Goods are returned at the Customer’s cost within seven (7) days of the delivery
date; and (d)
Douggies
will not be liable for Goods which have not been stored or used in a proper
manner; and (e)
the Goods are returned in the condition in which they were delivered and
with all packaging material, brochures and instruction material in as new
condition as is reasonably possible in the circumstances. 10.2
Douggies
may (in its discretion) accept the return of Goods for credit but this may
incur a handling fee of twenty percent (20%) of the value of the returned Goods
plus any freight. 11.1 Subject to the conditions of warranty set
out in clause 11.2 Douggies
warrants that if any defect in any workmanship of Douggies becomes apparent and
is reported to Douggies within thirty (30) days of the date of delivery (time
being of the essence) then Douggies will either (at Douggies’ sole discretion)
replace or remedy the workmanship. 11.2 The conditions applicable to the warranty
given by clause 11.1 are: (a)
the
warranty shall not cover any defect or damage which may be caused or partly
caused by or arise through: (i)
failure
on the part of the Customer to properly maintain any Goods; or (ii)
failure
on the part of the Customer to follow any instructions or guidelines provided
by Douggies; or (iii)
any
use of any Goods otherwise than for any application specified on a quote or
order form; or (iv)
the
continued use of any Goods after any defect becomes apparent or would have
become apparent to a reasonably prudent operator or user; or (v)
fair wear and tear, any accident or act of God. (b)
the warranty shall cease and Douggies shall thereafter in no circumstances
be liable under the terms of the warranty if the workmanship is repaired,
altered or overhauled without Douggies’ consent. (c)
in respect of all claims Douggies shall not be liable to compensate the Customer
for any delay in either replacing or remedying the workmanship or in properly
assessing the Customer’s claim. 11.3
For
Goods not manufactured by Douggies, the warranty shall be the current warranty
provided by the manufacturer of the Goods. Douggies shall not be bound by nor
be responsible for any term, condition, representation or warranty other than
that which is given by the manufacturer of the Goods. 11.4
In the
case of second hand Goods, the Customer acknowledges that he has had full
opportunity to inspect the same and that he accepts the same with all faults
and that no warranty is given by Douggies as to the quality or suitability for
any purpose and any implied warranty, statutory or otherwise, is expressly
excluded. Douggies shall not be responsible for any loss or damage to the
Goods, or caused by the Goods, or any part thereof however arising. 12. Intellectual Property
12.1
Where Douggies
has designed, drawn or written Goods for the Customer, then the copyright in
those designs and drawings and documents shall remain vested in Douggies, and
shall only be used by the Customer at Douggies’ discretion. 12.2
The Customer
warrants that all designs or instructions to Douggies will not cause Douggies
to infringe any patent, registered design or trademark in the execution of the Customer’s
order and the Customer agrees to indemnify Douggies against any action taken by
a third party against Douggies in respect of any such infringement. 12.3
Where Douggies has provided computer software and documentation, Douggies retains ownership of the computer software and
documentation, but grants a licence to the Customer for use of the computer
software and documentation. The Customer will use any third-party software
supplied by Douggies, and identified as such,
strictly in terms of the licence under which it is supplied. 13. Default & Consequences of Default
13.1
Interest
on overdue invoices shall accrue daily from the date when payment becomes due,
until the date of payment, at a rate of two and one half percent (2.5%) per
calendar month and such interest shall compound monthly at such a rate after as
well as before any judgment. 13.2
If the
Customer defaults in payment of any invoice when due, the Customer shall
indemnify Douggies from and against all costs and disbursements incurred by Douggies
in pursuing the debt including legal costs on a solicitor and own client basis
and Douggies’ collection agency costs. 13.3
Without
prejudice to any other remedies Douggies may have, if at any time the Customer
is in breach of any obligation (including those relating to payment), Douggies may suspend or terminate the supply of Goods to
the Customer and any of its other obligations under the terms and conditions. Douggies
will not be liable to the Customer for any loss or damage the Customer suffers
because Douggies has exercised its rights under this clause. 13.4
If any
account remains overdue after thirty (30) days then an amount of the greater of
twenty dollars ($20.00) or ten percent (10.00%) of the amount overdue (up to a
maximum of two hundred dollars ($200.00)) shall be levied for administration fees
which sum shall become immediately due and payable. 13.5
Without
prejudice to Douggies’ other remedies at law Douggies shall be entitled to
cancel all or any part of any order of the Customer which remains unfulfilled
and all amounts owing to Douggies shall, whether or not due for payment, become
immediately payable in the event that: (a)
any
money payable to Douggies becomes overdue, or in Douggies’ opinion the Customer
will be unable to meet its payments as they fall due; or (b)
the Customer
becomes insolvent, convenes a meeting with its creditors or proposes or enters
into an arrangement with creditors, or makes an assignment for the benefit of
its creditors; or (c)
a
receiver, manager, liquidator (provisional or otherwise) or similar person is
appointed in respect of the Customer or any asset of the Customer. 14. Security And Charge (a)
where
the Customer and/or the Guarantor (if any) is the owner of land, realty or any other
asset capable of being charged, both the Customer and/or the Guarantor agree to
mortgage and/or charge all of their joint and/or several interest in the said
land, realty or any other asset to Douggies or Douggies’ nominee to secure all
amounts and other monetary obligations payable under these terms and
conditions. The Customer and/or the
Guarantor acknowledge and agree that Douggies (or Douggies’ nominee) shall be
entitled to lodge where appropriate a caveat, which caveat shall be withdrawn
once all payments and other monetary obligations payable hereunder have been
met. (b)
should
Douggies elect to proceed in any manner in accordance with this clause and/or
its sub-clauses, the Customer and/or Guarantor shall indemnify Douggies from
and against all Douggies’ costs and disbursements including legal costs on a
solicitor and own client basis. (c)
the Customer and/or the Guarantor (if any) agree to irrevocably nominate
constitute and appoint Douggies or Douggies’ nominee as the Customer’s and/or
Guarantor’s true and lawful attorney to perform all necessary acts to give
effect to the provisions of this clause 14.1. 15.
Cancellation 15.1
Douggies may cancel any contract to which these terms and
conditions apply or cancel delivery of Goods at any time before the Goods are
delivered by giving written notice to the Customer. On giving such notice Douggies
shall repay to the Customer any sums paid in respect of the Price. Douggies
shall not be liable for any loss or damage whatever arising from such
cancellation. 15.2
In the
event that the Customer cancels delivery of Goods the Customer shall be liable
for any loss incurred by Douggies (including, but not limited to, any loss of
profits) up to the time of cancellation. 16.
Privacy Act 1988 16.1
The Customer
and/or the Guarantor/s agree for Douggies to obtain from a credit reporting
agency a credit report containing personal credit information about the Customer
and Guarantor/s in relation to credit provided by Douggies. 16.2
The Customer
and/or the Guarantor/s agree that Douggies may exchange information about the Customer
and the Guarantor/s with those credit providers either named as trade referees
by the Customer or named in a consumer credit report issued by a credit
reporting agency for the following purposes: (a)
to
assess an application by Customer; and/or (b)
to
notify other credit providers of a default by the Customer; and/or (c)
to
exchange information with other credit providers as to the status of this
credit account, where the Customer is in default with other credit providers;
and/or (d)
to assess the credit worthiness of Customer and/or Guarantor/s. 16.3
The Customer
consents to Douggies being given a consumer credit report to collect overdue
payment on commercial credit (Section 18K(1)(h)
Privacy Act 1988). 16.4
The Customer
agrees that personal credit information provided may be used and retained by Douggies
for the following purposes and for other purposes as shall be agreed between
the Customer and Douggies or required by law from time to time: (a)
provision
of Goods; and/or (b)
marketing
of Goods by Douggies, its agents or distributors in relation to the Goods;
and/or (c)
analysing,
verifying and/or checking the Customer’s credit, payment and/or status in
relation to provision of Goods; and/or (d)
processing
of any payment instructions, direct debit facilities and/or credit facilities
requested by Customer; and/or (e)
enabling the daily operation of Customer’s account and/or the
collection of amounts outstanding in the Customer’s account in relation to the
Goods. 16.5
Douggies
may give information about the Customer to a credit reporting agency for the
following purposes: (a)
to
obtain a consumer credit report about the Customer; and/or (b)
allow the credit reporting agency to create or maintain a credit information
file containing information about the Customer. 17.
Douggies Unpaid Rights 17.1
Where
the Customer has left any item with Douggies for repair, modification, exchange
or for Douggies to perform any other Service in relation to the item and Douggies
has not received or been tendered the whole of the Price, or the payment has
been dishonoured, Douggies shall have: (a)
a lien
on the item; (b)
the
right to retain the item for the Price while Douggies is in possession of the
item; (c)
a
right to sell the item. 17.2
The
lien of Douggies shall continue despite the commencement of proceedings, or
judgment for the Price having been obtained. 18.
General 18.1 If any provision of these terms and
conditions shall be invalid, void, illegal or unenforceable the validity,
existence, legality and enforceability of the remaining provisions shall not be
affected, prejudiced or impaired. 18.2 These terms and conditions and any contract to which they apply shall be
governed by the laws of Tasmania and are subject to the
jurisdiction of the courts of Tasmania. 18.3
Douggies shall be under no liability whatever to the
Customer for any indirect loss and/or expense (including loss of profit)
suffered by the Customer arising out of a breach by Douggies of these terms and
conditions. 18.4
In the event of any breach of this contract by Douggies
the remedies of the Customer shall be limited to damages which under no
circumstances shall exceed the Price of the Goods. 18.5
The Customer shall not be entitled to set off
against or deduct from the Price any sums owed or claimed to be owed to the Customer
by Douggies. 18.6 Douggies may license or sub-contract all or
any part of its rights and obligations without the Customer’s consent. 18.7 The Customer agrees that Douggies may
review these terms and conditions at any time. If, following any such review,
there is to be any change to these terms and conditions, then that change will
take effect from the date on which Douggies notifies the Customer of such
change. 18.8 Neither party shall be liable for any
default due to any act of God, war, terrorism, strike, lock-out, industrial
action, fire, flood, drought, storm or other event beyond the reasonable
control of either party. 18.9
The failure by Douggies to enforce any provision of these terms
and conditions shall not be treated as a waiver of that provision, nor shall it
affect Douggies’ right to subsequently enforce that provision. |
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(03) 6272 6272 
(03) 6272 6228 