Terms & Conditions
TERMS AND CONDITIONS OF SALE EUROPEAN DESIGN FITOUT PTY LTD TA EUROPROFILES
1. Dictionary In these terms and conditions: a. “ACL” means the Australian Consumer Law as contained at Schedule 2 to The Competition and Consumer Act 2012 (Cth).
a. “Business Day” means Monday to Friday 9:00am to 4:00pm excluding public holidays.
b. “Customer” means the person to whom supplies Goods, who is also the Grantor.
c. “Goods” mean any item purchased by the Customer from EUROPROFILES and also has the meaning defined in the PPSA.
e. “Goods Warranty Period” means a period of one (1) year after supply of the Goods by EUROPROFILES to the Customer.
f. “EUROPROFILES” means EUROPEAN DESIGN FITOUT PTY TA EUROPROFILES Ltd A.C.N. 653114446 of Unit 1010, 600 Botany Road, Alexandria, NSW 2015, who is also the Secured Party.
g. “PPS Register” means the Personal Property Securities Register established under section 147 of the PPSA. h. “PPSA” means the Personal Property and Securities Act 2009 (Cth).
i. The terms “Collateral”, “Debtor”, “Financing Change Statement”, “Financing Statement”, “Grantor”, “Proceeds”, “Purchase Money Security Interest (“PMSI”)”, “Secured Party”, “Security Agreement”, and “Security Interest” have the meanings defined in the PPSA.
2. Formation of Contract and Cancellation
2.1 Any quotation by EUROPROFILES is not an offer to sell, and an order by the Customer will only bind EUROPROFILES when it is accepted by EUROPROFILES in writing. Any such acceptance is subject to these terms and conditions. No modified or other terms and conditions will be recognised by EUROPROFILES unless EUROPROFILES has specifically agreed in writing. Failure by EUROPROFILES to object to provisions contained in a purchase order or other communications by the Customer is not to be construed as a waiver of these terms and conditions or an acceptance of the Customer’s terms and conditions.
2.2 These terms and conditions apply to the manufacture or sale of any Goods by EUROPROFILES to the Customer except as varied in writing signed by EUROPROFILES and the Customer. To the extent permitted by law, these terms and conditions apply to and prevail over any terms and conditions implied by trade, custom, practice or a course of dealing.
2.3 If the Customer wishes to vary or cancel any order after it has been accepted, the Customer acknowledges that EUROPROFILES has the discretion to either refuse or accept such variation or cancellation request by the Customer.
3. Goods Supply Arrangements
3.1 All orders placed by the Customer must be in writing to EUROPROFILES and set out the Goods sought.
3.2 Upon receipt of an order, EUROPROFILES will indicate to the Customer the estimated delivery date of the Goods. EUROPROFILES shall not be liable for any delay or failure to meet the estimated delivery date.
3.3 The price of the Goods is set out in the current website listing or as quoted to the Customer by a duly authorised officer of EUROPROFILES. Prices are in Australian dollars and are inclusive of duties and taxes and exclusive of GST unless otherwise specified.
a. Quantity discounts for trade accounts are assessed on annual sales, discounts are only available on orders 100 metres or more and apply to sea-freighted orders only.
3.4 Payment by the Customer for the Goods is due at the time the Customer orders the Goods or, if credit terms have been extended to the Customer by EUROPROFILES in writing, in accordance with the terms of that credit account.
3.5 If any correctly rendered invoice is not paid on or before seven (7) days after the due date, or if the Customer is in default of any contract with EUROPROFILES, or if the Customer enters into liquidation, or if any form of composition with its creditors, has a receiver, receiver and manager or mortgagee in possession appointed or becomes insolvent, or if the contract is terminated by either party, then, without limiting EUROPROFILES’s other rights:
a. all of the moneys that the Customer owes EUROPROFILES on any account become immediately due and payable; and
b. EUROPROFILES may suspend or cancel any outstanding orders for any other Goods; and
c. the Customer must pay EUROPROFILES (in the following order): the costs of enforcing its rights against the Customer including, but not limited to, all legal costs and disbursements (on a solicitor/own client basis); then bank or similar fees that result from default in, dishonour or re- presentation of, or delay in, any payment by the Customer; then interest on the overdue amounts, calculated on daily balances commencing from the due date for payment, at the rate of 15% on the outstanding price; then the outstanding price due for all or part of any Goods supplied by EUROPROFILES to the Customer; and
d. the Customer acknowledges that it has no right to deduct or set off any amount, disputed or otherwise, against moneys due to EUROPROFILES.
4. Delivery
4.1 Except as otherwise specified, prices include standard packaging of the Goods to the Customer at EUROPROFILES's premises.
4.2 If the Customer requests alternative packaging or delivery arrangements for the Goods, EUROPROFILES is entitled to invoice the Customer for those services. If EUROPROFILES agrees to arrange courier delivery on behalf of the client delivery will be subject to the terms and conditions of the courier company sourced to deliver the goods. EUROPROFILES is not liable for any delays.
Delivery Options:
-In person from our despatch warehouse 7 days NSW 2015
-Self-managed courier pick-up
-Courier delivery on the customer's behalf - these deliveries are subject to the courier agent's delivery instructions and conditions
4.3 The Customer acknowledges that its acceptance of delivery of the Goods is an act done by or with its authority with the intention of accepting the security agreement in respect of those Goods
4.4 If all or part of an order of any Goods is not collected or accepted by the Customer for any reason, EUROPROFILES may place such Goods in storage, including at or on EUROPROFILES premises. The Customer must pay EUROPROFILES all expenses incurred in relation to storing any Goods not collected or accepted and in any case an amount not less than the commercial value of comparable storage.
5. Retention of Title
5.1 Title to the Goods supplied by EUROPROFILES passes to the Customer only when EUROPROFILES receives cleared funds in full payment for all Goods supplied by EUROPROFILES.
5.2 Until title to the Goods passes to the Customer:
a. the Customer must hold the Goods solely as fiduciary bailee for EUROPROFILES.
b. the Customer must store the Goods separately from its own goods and those of other persons and in such manner as will clearly identify the Goods as the property of EUROPROFILES.
c. the Goods are and shall remain PPSA retention of title property and section 51F of the Corporations Act 2001 applies.
6. The PPSA
6.1 The contract, which includes these terms and conditions, between EUROPROFILES and the Customer is a Security Agreement for the purposes of the PPSA and if the Goods are supplied by EUROPROFILES to the Customer without payment by way of cleared funds being made at the time of supply: a. EUROPROFILES holds a Security Interest in Goods supplied by it to the Customer (“Collateral”) and any Proceeds thereupon arising in accordance with and subject to the PPSA;
a. that Security Interest will be a PMSI;
b. EUROPROFILES’s Security Interest in the Goods continues notwithstanding the Goods may be processed, commingled or become an accession with other goods;
c. EUROPROFILES’s Security Interest will be a continuing and subsisting Security Interest in the Collateral with priority to the fullest extent permitted by law; and
d. in addition to any other rights under these terms and conditions or otherwise arising, EUROPROFILES may exercise any and all remedies afforded to it as a Secured Party under Chapter 4 of the PPSA including, without limitation, entry by it, its servants or agents into any building or premises owned, occupied or used by the Customer, to search for and seize, repossess, dispose of or retain those Goods.
6.2 The Customer undertakes to:
a. sign any further documents and provide such information which EUROPROFILES may reasonably require to register, amend or update a Financing Statement or Financing Change Statement in relation to a Security Interest on the PPS Register;
b. indemnify and upon demand reimburse EUROPROFILES for all expenses incurred in registering a Financing Statement or Financing Change Statement on the PPS Register or releasing any Security Interests;
c. provide EUROPROFILES not less than seven (7) days prior written notice of any proposed change in the Customer’s name, address, contact numbers, business practice or such other change in the Customer’s details registered on the PPS Register to enable EUROPROFILES to register a Financing Change Statement if required.
6.3 EUROPROFILES and the Customer contract out of sections 96, 125 and 132(3)(d) and 132(4) of the PPSA.
6.4 The Customer hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
6.5 The Customer waives its rights as a Grantor and/or a Debtor under sections 142 and 143 of the PPSA.
6.6 The Customer waives its right to receive a verification statement under section 157 of the PPSA. 6.7 The rights of EUROPROFILES expressed in this clause 7 will survive the termination of the contract, howsoever that shall occur, to the extent permitted by law.
7. Risk and Insurance
7.1 Notwithstanding that title in the Goods may remain with EUROPROFILES until cleared funds as payment in full is received, risk in any such Goods and liability for any loss or damage passes to the Customer immediately on their collection by or on behalf of the Customer.
7.2 Any claim for damage or short delivery must be made in writing and addressed to EUROPROFILES and received by EUROPROFILES within twenty-four (24) hours of delivery of the Goods by or on behalf of the Customer.
7.3 It is the responsibility of the Customer to effect insurance from the time the Goods are collected to the time title passes to the Customer in respect of loss or damage to such Goods for their full replacement value against all risks prudently insured against including, without limitation, loss or damage whilst the Goods are in transit.
7.3.1 Goods taken on loan by the Customer will be returned within two (2) working days, failure to comply will result in an automatic direct debit for the full amount of the Goods.
7.3.2 Goods on loan, the Customer is to effect insurance from the time the Goods are collected are returned, Goods returned damaged will result in an automatic direct debit for the full amount of the Goods.
8. Goods Warranty Period, Limitations and Exclusions
8.1 EUROPROFILES agrees to make good any defects in material or workmanship that arise under normal use and service of the Goods within the Goods Warranty Period, provided EUROPROFILES is notified thereof in writing within the Goods Warranty Period. EUROPROFILES may vary the Goods Warranty Period in respect of Goods the subject of any future order by giving the Customer 30 days’ notice in writing.
8.2 If the Customer is a consumer as defined in the ACL, and during the Goods Warranty Period, there is a major problem with the Goods, the Customer is entitled at its discretion to a replacement, refund or compensation for decrease in value of the Goods and if there is a minor problem with the Goods and EUROPROFILES is unable to repair them within a reasonable time, the Customer is entitled at EUROPROFILES’s discretion to a replacement or refund of the Goods.
Goods will not be of acceptable quality if they are unfit for their common purpose, are defective or do not match the description provided in EUROPROFILES’s catalogue/brochure.
8.3 When returning the Goods, the Customer must provide proof of purchase from EUROPROFILES. EUROPROFILES reserves its right to verify the Customer’s claim and will notify the Customer of its determination within a reasonable time.
8.4 If the Customer changes its mind about the Goods, EUROPROFILES does not have to give the Customer a refund.
8.5 EUROPROFILES does not seek to exclude EUROPROFILES's legal liability (if any) for any death or personal injury, or for any reduction in the value of physical property, which is caused by EUROPROFILES's negligence other than for consequential loss or to the extent caused or contributed to by the Customer or any third party or their respective employees, contractors or agents, which EUROPROFILES does exclude.
8.6 Certain legislation local to either EUROPROFILES or the Customer may imply conditions or warranties which by law cannot be modified, limited or excluded. EUROPROFILES’s liability (if any) for a breach of any such implied condition or warranty is limited at EUROPROFILES’s option to any one or more of the replacement of the Goods, the supply of equivalent Goods, repair of the Goods or payment of the cost of replacing the Goods or having them repaired.
8.7 To the extent permitted by law, EUROPROFILES is not liable for any cost, expense, loss or damage (including consequential loss) that is directly or indirectly incurred or suffered by the Customer howsoever arising out of the supply of Goods.
9. Warranties
9.1 The Customer warrants that:
a. it has not relied on any representation made or implied by EUROPROFILES or arising out of or implied by EUROPROFILES's conduct, nor upon any description, illustration or specification contained in any document produced by EUROPROFILES, including any catalogue or publicity material, unless made in writing for the purposes of a particular order and signed by a duly authorised officer of EUROPROFILES.
b. because the Customer has had and taken the opportunity to independently check and form its own view about the significance, and the accuracy or otherwise, of the representation, to the extent that EUROPROFILES has made or implied any representation that is not expressly stated in these conditions, it does not rely on that representation.
c. the information contained in the Customer’s order is accurate and correct to the best of the Customer’s knowledge and ability.
d. it will not onward sell the Goods for the purpose of commercial resale.
e. The customer acknowledges they have read the manufacturer’s installation specifications.
- Working Conditions
- Accessories
- Glues
f. PROGRESS PROFILES adhesives will only be sold in quantities proportional to the quantity of goods ordered.
10. Goods & Services Tax
10.1 EUROPROFILES may add to each of the amounts payable by Customer for relevant taxable supplies, an amount equivalent to the GST liability of EUROPROFILES in respect of the taxable supply as reasonably calculated by EUROPROFILES and the Customer must pay EUROPROFILES the higher amounts which result. EUROPROFILES will issue a tax invoice or tax invoices as required.
11. Unexpected Delay
11.1 This clause applies if something happens which is beyond EUROPROFILES's reasonable control which makes it impossible, more difficult or more expensive for EUROPROFILES to perform its obligations in its usual way. In those cases EUROPROFILES may wait until it is again possible for EUROPROFILES to perform its obligations in its usual way without additional difficulty or expense and EUROPROFILES is not liable for any delay which results. Without limiting those general words, that applies where EUROPROFILES has problems due to accidents, strikes, transport difficulties or stock shortages.
12. Custom Orders
12.1 The Customer acknowledges and accepts that EUROPROFILES customised orders items are manufactured to the Customer’s order by PROGRESS PROFILE’s factory overseas.
12.2 Standard sea freight delivery times for EUROPROFILES Special Orders are eight to ten weeks and for air freight, one to two weeks or Express Courier 4-5 days at the customers cost.
12.3 For the avoidance of doubt, the Goods are deemed to be collected by the Customer once they leave PROGRESS PROFILE’s factory overseas.
13. Credit Card Payments
13.1 All VISA, MASTERCARD and AMEX and PayPal payments by the Customer to EUROPROFILES will incur an additional charge by the third party service provider. EUROPROFILES will pass payment of that additional charge on to the Customer and the Customer agrees to make payment of the additional charge. EUROPROFILES will give notice of the amount of that additional charge to the Customer before processing the Customer’s payment.
14. Equipment-Rental
14.1 Credit card details will be given by the customer as security for rental plus ancillary charges if any for damage / overdue return fees.
14.1 Overdue rental returns will be charged at double the daily rate up to 14days.
14.2 Failure to return the overdue rental after 14 days will result in a credit card debit for the full purchase cost of the item/s from the hirer's account.
14.3 Damaged equipment will incur full replacement costs from the hirer's credit card account / repair costs.
15. Miscellaneous
15.1 These terms and conditions and every related contract is governed by the laws of the State of New South Wales and the parties hereby submit to the non- exclusive jurisdiction of the Courts operating in New South Wales in connection thereto.
15.2 If any of these terms or conditions is void or unenforceable such provisions must be read down as far as is required by law to render it enforceable or, if unable to be read down, must be severed and the balance will remain in full force and effect.
16.Privacy
We do not divulge customer personal details unless required by law to do so. We do not sell contact details to third parties and we do not engage in any mass mail, email or telephone marketing campaigns. Any and all information given to us is treated as strictly confidential.
17. Pricing
17.1 Prices are subject to change without notice due to international currency fluctuations, international transport and the manufacturers price increases
18.Quotes
Quotes are valid for 30 days from the date of issue unless specified differently.