Terms and Conditions of Sale and Trade

In these Terms and Conditions "we", "our" and similar expressions mean Dimension 1 Pty Ltd ABN [ ] of 69 Britton Street Smithfield NSW 2164 Australia; "you", "your" and similar expressions mean the person or business entity who instructs us to carry out services or who purchases goods from us. These Terms and Conditions apply to all services that we perform ("services") and all goods that we sell ("goods").

  1. Unless otherwise agreed in writing by us, you agree that you will be bound by these Terms and Conditions. All goods and services are supplied by us on these Terms and Conditions only, and no person in our employment or acting as our agent has any authority to supply goods or services on any other terms and conditions or to vary these Terms and Conditions in any way whatsoever. Previous dealings shall not vary or negate these Terms and Conditions in any respect. We are not bound by any terms and conditions contained in any document issued by you.
  2. Subject to other arrangements that we might make specifically with you, the usual transactions we will make with you are briefly described as follows:

    1. We will sell goods to you; or
    2. You will deliver to us your materials ("materials") and we will then:

      1. process those materials by undertaking services that we conduct for your benefit in accordance with your instructions; and
      2. return to you the finished materials ("finished materials").
    3. Contracts that arise between us may be constituted as follows:

    4. You may order goods or request services from us by placing an order. Any order you place will be deemed to be an offer which we may accept or decline. If we decline, no legal relations will be created or exist; or
    5. You may inquire of us regarding the supply of goods or services, and we may give you a quotation. Any quotation will be in writing and will be deemed to be an offer which you may accept or decline. Until you accept in writing or by instructing us to continue no legal relations will be created or exist.
  3. The supply of goods or services is subject to availability. We reserve the right to suspend or discontinue the supply of goods or services to you. If we are unable to supply all of the goods or services quoted or agreed, or if for any reason we discontinue the supply, these Terms and Conditions continue to apply to any part already supplied.
  4. Once a quotation that we have provided to you has been accepted by you, it cannot be cancelled by you. Any other request by you for cancellation of an order or an amendment to an order must be in writing either by post or facsimile within 7 days from the date of our invoice. No cancellations or amendments will accepted after that time. If an order is cancelled for any reason you agree you will be liable to reimburse us for all costs that relate to materials purchased, disbursements incurred and our reasonable labour expended towards fulfillment of the order up to the date such request for cancellation is received by us.
  5. This Clause prescribes the contract price for the sale of goods or provision of services ("selling price"). Where a quotation has been given by us, the selling price is the price specified in the quotation. Where you have placed an order which is accepted by us the selling price is the amount specified in our acceptance, or where no such price is stated the amount in your order that we accept. Unless otherwise stated, the selling price does not include GST. We may at any time change the selling price to reflect, among other things, changes in exchange rates or the imposition of any duties, levies or other taxes and you are bound by those changes. We may charge a reasonable handling fee for all deliveries to you. You must accept any errors or omissions in invoicing and, where applicable, you must accept the amended pricing and pay the difference within the approved terms of trade.
  6. Unless otherwise agreed in writing by us, delivery is at our premises. If a delivery date is specified, that date is an estimate only and we are not liable for any delay in delivery. Time is not of the essence in relation to delivery and you must accept delivery and pay for the goods delivered including transport costs, if applicable, even if they are delivered after any specified delivery date.
  7. You must inspect the goods or finished materials (as the case may be) immediately following delivery. You may only return goods or finished materials with our prior approval. The goods or finished materials must be returned within 21 days of the date of delivery in an unsoiled, undamaged and re-saleable condition and, where appropriate, in the original packaging. A reasonable handling fee for any returned goods will be charged to you. Any claim that the goods or services are not in accordance with these Terms and Conditions (including if they are defective, damaged during delivery, are short delivered or not as per contract) must be made at the time of delivery/services provided or in writing to us within 24 hours after delivery of the goods/finished materials to you as appropriate. If you fail to make a claim then, to the extent permitted by law, the goods or finished materials are deemed to have been accepted by you and you must pay for the goods or services provided in accordance with these Terms and Conditions and any relevant quotation or order.
  8. Unless otherwise agreed, you must pay the selling price on delivery of the goods or finished materials as appropriate. If we have discontinued the supply of goods or services for any reason you must pay the appropriate proportion of the selling price on a quantum meruit basis. We may ask you to pay a deposit of any amount in advance of the delivery of goods or the provision of services and you agree to pay that deposit before we are obliged to supply any goods or undertake any services. We may charge an administration fee for any payments by credit card. Time is of the essence in respect of your obligation to make payment for goods or services supplied by us to you.
  9. If you do not make any payment by the due date, or if you commit any other material breach of these Terms and Conditions, or if an insolvency event in respect of you arises or is reasonably suspected by us, we may (without limiting any other right or claim we may have against you) do any or all of the following:

    1. Charge you interest calculated on a daily basis on any portion of your account that is overdue at the [National Australia Bank] Groupís reference rate for business loans, available to prime commercial customers plus 5% calculated from the date the payment was due until the date payment is made (both dates inclusive);
    2. Vary or withdraw any approved credit limit and/or terms of trade;
    3. Cancel or suspend any unfilled orders or cease providing the services;
    4. Terminate any contracts between us and you and demand immediate payment of any moneys due and outstanding under those contracts;
    5. Cancel any rebate, discount or allowance due or payable by us as at the date of the event;
    6. Enter (at any time) any premises in which our goods (including any merchandising materials) are stored, to enable us to inspect the goods and to reclaim possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to you whatsoever;
    7. Retain any materials or finished materials that we hold at that time, and after 3 months sell the same (without notice to you) at fair market value to recover the amount of any amount owed to us;
    8. Lodge a caveat or other similar instrument over any property or assets of yours; or
    9. Institute any recovery process, as we in our discretion decide, at your cost and expense.
  10. If any part of an invoice is in dispute, the balance will remain payable and must be paid when due. You have no right to set-off any claim against us from moneys owing to us.
  11. Materials that you supply to us remain at all times your property (subject to Clause 9g)) and at your risk. You must insure the materials and all finished materials at your cost from delivery to us at our factory until the finished materials are paid for in full against such risks as are usual or common to insure against.
  12. Goods supplied by us to you are at your risk immediately on the earlier of delivery to you or into your custody, including your carrier or forwarder. You must insure the goods at your cost from delivery of the goods until they are paid for in full against such risks as are usual or common to insure against.
  13. You charge in our favour all of your rights, property and undertaking of whatever kind and wherever situated and whether present or future for the purpose of securing payment of all amounts that, at any time and for any reason or circumstance and whether at law or otherwise and whether or not of a type within the contemplation of the parties, are payable, are owing but not currently payable as at the date of the provision of the goods or services, are contingently owing, or remain unpaid by you to us. If you fail to pay any amount owing to us by the date on which such payment is due, we may appoint one or more receivers to your property and undertaking, and may do anything that a receiver could do under law.
  14. Property in and title to goods supplied by us to you do not pass to you until those goods have been paid for in full. In the meantime, you take custody of the goods and retain them only as our fiduciary agent and bailee. Until goods have been paid for in full:

    1. To the extent possible, you must store the goods in a manner that shows clearly they are our property, maintain records relating to the goods, secure the goods from risk, damage and theft and ensure that the goods are kept in good and serviceable condition;
    2. You may sell the goods, in the ordinary course of your business, but only as our fiduciary agent. You must not represent to any third party that you are acting in any capacity for or on our behalf and you have no authority to bind us to any contract or otherwise assume any liability for or on our behalf. You receive all proceeds (including any proceeds from insurance claims) in trust for us and must keep the proceeds in a separate bank account until all liability to us is discharged;
    3. If you use the goods in some manufacturing or construction process of your own or of a third party, you must hold in trust for us that part of the proceeds of the manufacturing or construction process as is equal to the amount owing by you to us at the time of receipt of the proceeds.
  15. To the extent permitted by law and subject to any written warranty entered into between us and you with respect to goods and services provided under these Terms and Conditions, these Terms and Conditions exclude all other conditions, warranties, liabilities or representations in relation to the goods and /or services. Where legislation implies in these Terms and Conditions any condition or warranty that cannot be excluded or modified, our liability for a breach of any such condition or warranty is limited at our option to any one or more of the following:

    1. In the case of goods:

      1. Replacement of the goods or the supply of equivalent goods;
      2. Payment of the cost of replacing the goods or of acquiring equivalent goods, by credit to your account, in cash or by cheque at our discretion; or
      3. Repayment of any part of the purchase price of the goods which has been paid by you, by credit to your account, in cash or by cheque at our discretion.
    2. In the case of advice, recommendations, information or services, by supplying the advice recommendations, information or services again.
  16. Subject to clause 15, we are not liable for any loss or damage of any kind whatsoever and howsoever arising out of or in connection with the supply of goods and services, including (without limitation) any indirect or consequential loss (including without limitation: loss of profit, loss of revenue, loss of contract, loss of goodwill or increased cost of workings), arising out of or in connection with the supply of goods or services, even if due to the negligence on our part or on the part of any of our employees or agents.
  17. If our employees or authorised representatives attend any premises as directed by you to install or apply any goods or perform any services, you will ensure appropriate policies and procedures are in place and followed and generally implement good industry practice (including occupational health and safety policies and risk assessments for any dangerous or potentially dangerous activities) and act consistently with our policies as notified to you. This includes ensuring all safety equipment, communications equipment or other items are provided, maintained and are fit for their intended purpose and conducting hazard and assessment risk assessments. Our OH&S Manual can be viewed at any time by appointment.
  18. The application of the United Nations Convention on Contracts for the International Sale of Goods (known as the Vienna Sales Convention 1980) is excluded.
  19. If any provision of these terms or conditions is unenforceable, illegal or void, that provision is severed and the other provisions of these Terms and Conditions remain in force.
  20. We may amend or vary these Terms and Conditions by notifying you in writing of the amendment or variation.
  21. The laws of Australia apply to these Terms and Conditions. All sales shall be deemed made and services shall be deemed provided in the state of New South Wales of Australia regardless of your location and the location where the goods are sold or the services are performed. The parties irrevocably submit to the jurisdiction of the appropriate court convenient to us in respect of any claims, proceedings and matters arising out of or in respect of these Terms and Conditions.
  22. The exemptions, limitations, terms and conditions in these Terms and Conditions shall apply whether or not any loss or damage is caused by negligence or actions constituting fundamental breach of contract. You:

    1. Consent to us collecting any personal information for the purpose of assessing our willingness to deal with you and acknowledge that you may access any information we may hold about you on request;
    2. Acknowledge that if you do not disclose all the information about you that we may request, we may not be in a position to deal with you;
    3. Acknowledge that we may disclose your personal information or that of any directors, officers or related entities in accordance with our policy, which may include our legal and other professional advisors, credit reporting agencies and collection agencies in order to recover any monies due and payable by you;
    4. Acknowledge and consent to us contacting you electronically or otherwise to provide you with marketing or other information on our goods and services;
    5. Acknowledge that, in order to assess your creditworthiness, we may seek from any other credit providers information about your personal or commercial credit arrangements or that of your related entities and may obtain a credit report about you and your related entities from a credit reporting agency;
    6. Acknowledge that you have received, read and understood our Terms and Conditions and agree to be bound by them;
    7. Acknowledge that any notice from us to you will be deemed to have been given if delivered or posted by prepaid post to any of the addresses you have nominated to us at any time;
    8. Acknowledge and agree that we will undertake services in connection with your materials solely on the basis of instructions you provide to us on or prior to delivery to us of the materials, and therefore indemnify us from and against any inaccuracy in those instructions or incomplete instructions;
    9. Warrant that all information provided by you to us at any time and for any reason is true and correct and not misleading or deceptive;
    10. Warrant that any person dealing with us or our employees or agents on your behalf in any manner is authorised to do so.