1. Definitions
1.1 “Company” shall mean Engrit Manufacturing & Sales Pty Limited and its successors and assigns.
1.2 “Client” shall mean the Client or any person acting on behalf of and with the authority of the Client.
1.3 “Guarantor” means that person (or persons), or entity who agrees herein to be liable for the debts of the Client if a Limited Liability Client on a principal debtor basis.
1.4 “Goods” shall mean Goods supplied by the Company to the Client (and where the context so permits shall include any supply of Services as hereinafter defined).
1.5 “Services” shall mean all services supplied by the Company to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Services as defined supra).
1.6 “Price” shall mean the cost of the Goods as agreed between the Company and the Client subject to clause 4 of this contract.

2. Acceptance
2.1 Any instructions received by the Company from the Client for the supply of Goods and/or the Client’s acceptance of Services and/or Goods supplied by the Company shall constitute acceptance of the terms and conditions contained herein.
2.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are irrevocable and can only be rescinded in accordance with these terms and conditions or with the written consent of the manager of the Company.
2.4 None of the Company’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of the Company in writing nor is the Company bound by any such unauthorised statements.

3. Goods
3.1 The Goods shall be as described on the invoices, quotation, work authorisation, sales order or any other work commencement forms as provided by the Company to the Client.

4. Price And Payment
4.1 At the Company’s sole discretion;
(a) The Price shall be the Company’s current price at the date of delivery of the Goods according to the Company’s current Price list; or
(b) The Price shall be as indicated on invoices provided by the Company to the Client in respect of Goods supplied; or
(c) The Price of the Goods shall, subject to clause 4.2, be the Company’s quoted Price, which shall be binding upon the Company provided that the Client shall accept in writing the Company’s quotation within thirty (30) days.
4.2 The Company may by giving notice to the Client at any time up to seven (7) days before delivery increase the Price of the Goods to reflect any increase in the cost to the Company beyond the reasonable control of the Company, which increase the cost of the Goods/Services by more than 10% of the quoted Price.
4.3 Time for payment for the Goods/Services shall be of the essence and will be stated on the invoice, quotation or any other order forms. If no time is stated then payment shall be on delivery of the Goods/Service.
4.4 The Company may withhold delivery of the Goods until the Client has paid for them, in which event payment shall be made before the delivery date.
4.5 At the Company’s sole discretion, for certain approved Clients payment will be due thirty (30) days following the date of the invoice.
4.6 Payment will be made by cheque, or by bank cheque, or by direct debit, or by any other method as agreed to between the Client and the Company.
4.7 The Price shall be increased by the amount of any GST and other taxes and duties which may be applicable, except to the extent that such taxes are expressly included in any quotation given by the Company.

5. Delivery Of Goods / Services
5.1 Delivery of the Goods shall be made to the Client’s address. The Client shall make all arrangements necessary to take delivery of the Goods whenever they are
tendered for delivery.
5.2 Delivery of the Goods to a carrier, either named by the Client or failing such naming to a carrier at the discretion of the Company for the purpose of transmission to the Client, is deemed to be a delivery of the Goods to the Client.
5.3 The costs of carriage and any insurance which the Client reasonably directs the Company to incur shall be reimbursed by the Client (without any set-off or other withholding whatever) and shall be due on the date for payment of the Price. The carrier shall be deemed to be the Client’s agent.
5.4 Where there is no agreement that the Company shall send the Goods to the Client, delivery to a carrier at limited carrier’s risk at the expense of the Client is deemed to be delivery to the Client.
5.5 The Company may deliver the Goods by separate instalments (in accordance with the agreed delivery schedule). Each separate instalment shall be invoiced and paid for in accordance with the provisions in this contract of sale.
5.6 Delivery of the Goods to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.
5.7 The failure of the Company to deliver shall not entitle either party to treat this contract as repudiated.
5.8 The Company shall not be liable for any loss or damage whatever due to failure by the Company to deliver the Goods (or any of them) promptly or at all.

6. Risk
6.1 If the Company retains property in the Goods nonetheless, all risk for the Goods passes to the Client on delivery.
6.2 If any of the Goods are damaged or destroyed prior to property in them passing to the Client, the Company is entitled, without prejudice to any of its other rights or remedies under these Terms and Conditions of Trade (including the right to receive payment of the balance of the Price for the Goods), to receive all insurance proceeds payable for the Goods. This applies whether or not the Price has become payable under the Contract. The production of these terms and conditions by the Company is sufficient evidence of the Company’s rights to receive the insurance proceeds without the need for any person dealing with the Company to make further enquiries.

7. Clients Disclaimer
7.1 The Client hereby disclaims any right to rescind, or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to him by any servant or agent of the Company and the Client acknowledges that he buys the Goods relying solely upon his own skill and judgement and that the Company shall not be bound by nor responsible for any term, condition, representation or warranty other than the warranty given by the Manufacturer which warranty shall be personal to the Client and shall not be transferable to any subsequent Client.

8. Defects/Return Of Goods
8.1 The Client shall inspect the Goods on delivery and shall within seven (7) days of delivery notify the Company in writing of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford the Company an opportunity to inspect the Goods within a reasonable time following delivery. If the Client shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the terms and conditions and free from any defect or damage.
8.2 For defective Goods which the Company has agreed in writing that the Client is entitled to reject, the Company’s liability is limited to either (at the Company’s discretion) replacing the Goods or repairing the Goods provided that:
(a) the Client has complied with the provisions of clause 8.1;
(b) the Goods are returned at the Clients cost within seven (7) days of the delivery date;
(c) the Company will not be liable for Goods which have not been stored or used in a proper manner;
(d) the Goods are returned in as new condition as is reasonable possible in the circumstances.

9. Warranty
9.1 Subject to the conditions of warranty set out in Clause 9.2 the Company warrants that if any defect in any workmanship manufactured by the Company becomes apparent and is reported to the Company within twenty four (24) months of the date of delivery (time being of the essence) then the Company will (at the Company’s sole discretion) repair the defect or replace the workmanship.
9.2 The conditions applicable to the warranty given by Clause 9.1 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 Client to properly maintain any Goods; or
ii) Failure on the part of the Client to follow any instructions or guidelines provided by the Company; 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 the Company shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without the Company’s consent.
(c) In respect of all claims the Company shall not be liable to compensate the Client for any delay in either replacing or repairing the workmanship/Goods or in properly assessing the Clients claim.
9.3 For Goods not manufactured by the Company the warranty shall be the current warranty provided by the manufacturer of the Goods. The Company shall be under no liability whatsoever except for the express conditions as detailed and stipulated in the manufacturers warranty.

10. The Commonwealth Trade Practices Act 1974 and Fair Trading Acts
10.1 Nothing in this agreement is intended to have the affect of contracting out of any applicable provisions of the Commonwealth Trade Practices Act 1974 or the Fair Trading Acts in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.

11. Intellectual Property
11.1 Where the Company has designed or drawn Goods for the Client, then the copyright in those designs and drawings shall remain vested in the Company, and shall only be used by the Client at the Company’s discretion.
11.2 Conversely, in such a situation, where the Client has supplied drawings, the Company in its sale conditions may look for an indemnity (the specifications and design of the Goods (including the copyright, design right or other intellectual property in them) shall as between the parties be the property of the Company). Where any designs or specifications have been supplied by the Client for manufacture by or to the order of the Company then the Client warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party.

12. Default & Consequences Of Default
12.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before any judgement.
12.2 If the Client defaults in payment of any invoice when due, the Client shall indemnify the Company from and against all the Company’s costs and disbursements including on a solicitor and own Client basis and in addition all of EC Credit Control Pty Ltd’s costs of collection.
12.3 Without prejudice to any other remedies the Company may have, if at any time the Client is in breach of any obligation (including those relating to payment), the Company may suspend or terminate the supply of Goods to the Client and any of its other obligations under the terms and conditions. The Company will not be liable to the Client for any loss or damage the Client suffers because the Company exercised its rights under this clause.
12.4 If any account remains unpaid at the end of the second month after supply of the goods or services the following shall apply: An immediate amount of the greater of $20.00 or 10.00% of the amount overdue shall be levied for administration fees which sum shall become immediately due and payable.
12.5 In the event that:
(a) any money payable to the Company becomes overdue, or in the Company’s opinion the Client will be unable to meet its payments as they fall due; or
(b) the Client 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 Client or any asset of the Client; then without prejudice to the Company’s other remedies at law
(i) the Company shall be entitled to cancel all or any part of any order of the Client which remains unperformed in addition to and without prejudice to any other remedies; and
(ii) all amounts owing to the Company shall, whether or not due for payment, immediately become payable.