- Exclusion of other terms & conditions: The following terms & conditions shall apply to the sale of all products and goods (the goods) manufactured by Townley Drop Forge Pty Ltd (the Manufacturer).
- Basis of acceptance for quotation: All quotations are based solely on the information supplied to the Manufacturer. The client shall pay for extra cost or expenses arising from incorrect information supplied by the client.
- Quoted delivery times: The Manufacturer will use their best endeavours and resources to meet specified delivery dates. The Manufacturer will be under no liability for any kind of delay in manufacture or delivery caused by internal or external causes.
- Variation to formal quotation: Any quotation that is given by the Manufacturer is based on labour, material and overhead costs prevailing at the date of submission of the quotation to the client, and the prices quoted shall remain firm for the period shown on the quotation. After that period has been exceeded the prices may be revised at the Manufacturer’s discretion.
- Prices: Clients will be invoiced at the prevailing recommended prices, inclusive of GST less trade discount if applicable. All prices are subject to change without notice and all merchandise included in the goods manufactured by the Manufacturer will be invoiced at the price prevailing at the date of despatch.
- Terms of payment: Goods are supplied to the Manufacturer’s credit approved clients on the basis that payment will be made within 30 days from the date of Invoice. Goods will only be supplied to non-approved clients upon payment against “pro forma” invoices. Failure to pay within these terms will result in the Manufacturer withholding supply of further goods and a service fee.
- Service fee: A service fee will be charged on all overdue balances. It is the responsibility of the client to ensure payment arrives within the terms allowed under normal trading terms.
- Collection expenses: All collection expenses including any legal costs and disbursements on a Solicitor-Client basis incurred by the Manufacturer in collection of overdue accounts will be payable in full by the client.
- Claims, returns and allowances: No claims for credit will be accepted unless made in writing within 7 days of delivery of goods, except claims for non-delivery, which must be made in writing within 21 days from the date of invoice. All claims for credits must refer to the official invoice number and state the reason for the claim. No claims will be recognized for custom forgings, special manufactured items and tested/stamped forgings. All returns will require a “Goods Return Authorization Number” which must be obtained from the Manufacturer prior to the goods being returned. Any goods without a Goods Return Authorization Number will not be accepted into store and will be immediately returned to the client at the client’s expense. All authorized returns, except for turnbuckles and rigging screws, will be charged with a 20% restocking fee. Turnbuckles and rigging screws will be charged with a 30% restocking fee. The cost of freight will be at the client’s expense and must be accompanied by a completed adjustment form for GST purposes. The Manufacturer will pay for freight costs for the return of faulty goods.
- Claims for credit: In addition to the matters set out in clause 9, the following must be provided in support of ALL claims for credit:
- Carriers consignment note or similar proof of receipt or delivery
- The relevant invoice number of the original transactions
- Delivery claims: All goods sold by the Manufacturer will be deemed to be of the required quantity and the type as that ordered by the client. Claims must be made within 7 days from the proven date of receipt of goods. Should the claim be the fault of the Manufacturer, the replacement and freight charges will be met by the Manufacturer and the goods are to be returned to the Manufacturer by carriers nominated by the Manufacturer.
- Delivery charges: The client shall nominate the freight company of their choice and freight costs are to be paid by the client. The client may request the Manufacturer to source freight. These costs shall be identified and charged to the client as freight.
- Suitability of goods: The client shall be solely responsible for determining the suitability of goods sold, for the purpose of which they are intended, and acknowledge that the Manufacturer is not aware of that purpose and, therefore is void of all responsibility.
- Insurance: Insurance of goods delivered by a carrier nominated by the client will be the client’s responsibility.
- Test certificate: Test certificates will be supplied if requested at the time of ordering. Test certificates issued by the Manufacturer are valid only in respect of each actual product tested at the time of dispatch from the Manufacturer, as specified in the certificate. Unless goods are supplied with a valid test certificate they are untested and the manufacturer denies all liability whatsoever. Testing and Test certificates can be requested at the time of ordering.
- Tolerance and dimensions: Goods as shown on the Manufacturer’s price list will be subject to the commercial tolerance or to the relevant application standard. In the case of specific custom forgings, the tolerances applicable will be the responsibility of the client.
- Liability: Should goods supplied by the Manufacturer be defective, the Manufacturer will, at the client’s option, replace the goods as soon as reasonably practicable or refund the price of the goods and will bear reasonable costs of return of the goods.
- Suspension of order: In the case of custom forgings, the Manufacturer will be entitled to make such charges to defray labour and material costs that have arisen from cancellation of orders by the client.
- Return of non-standard stock lines: Goods such as Long Shank Eye bolts, machined Shank Hooks, thimbles and custom forgings including other modified stock lines and are non-returnable. Whilst every endeavour by the Manufacturer in conjunction with the client will be undertaken to resource these items, no returns will be accepted if that effort is unsuccessful.
- Law: The laws in force in the state in which the contract is made shall govern the construction, validity and performance of any contract arising. The signing of a manifest or delivery docket of goods received not withstanding anything that may be stated to the contrary by the client shall constitute acceptance of these goods.
- Consequential Loss: The Manufacturer will not be liable for any direct and indirect loss of profit or consequential loss or damage arising as a result of the supply of any goods whatsoever whether defective or not.
- The client acknowledges that:
a) It has not relied on any service involving skill and judgment, or on any advice, recommendation, information or assistance provided by the Manufacturer in relation to the goods and services, their design,or their use or application.
b) It has the sole responsibility of satisfying itself that the goods or services are suitable for the use of the client or any contemplated use by the client, whether or not such use is known by the Manufacturer; and
c) Any description of the goods provided in a quotation or invoice is given by way of identification only and the use of such description does not constitute a contract of sale by description.
- For the sake of clarity, the design and manufacture of all custom forgings & goods are the express responsibility of the client notwithstanding any interaction with the manufacturer during the process.
- Romalpa Clause. Subject to clause 25, all title in the goods supplied by the Manufacturer remains with the Manufacturer until all invoices are paid relating to those goods by the client. If the goods are supplied:
(a) in Australia and the PPSR has ceased to apply; or
(b) a country or state where retention of title cannot be legally enforced by the Manufacturer in this way, particularly where special registration of retention of title is necessary, the client submits to the Manufacturer upon request another adequate security for the Manufacturer’s credit, including but not limited to a bank guarantee or letter of credit of an international bank covering the whole amount regularly credited by the Manufacturer.
- Personal Property Securities Register.
25.1 In these terms & conditions, the following terms have these meanings:“Collateral” means the Personal Property to which the Security Interest is attached and, in relation to Registration with respect to the Security Interest, includes the Personal Property described by the Registration (whether or not the Security Interest is attached to the Personal Property).
“Enforce” means exercise all of the Secured Party’s rights, under the Security Agreement or otherwise, in relation to the Security Interest.
“Enforceability” means the Secured Party’s ability to exercise all of its rights, under the Security Agreement or otherwise, in relation to the Security Interest.
“Grantor” means the client, and includes the meaning given to that word in the PPSA.
“Personal Property” means all the Grantor’s present interest in the goods and all of the Grantor’s interest in the goods acquired after the date of first supply under these terms & conditions (after-acquired personal property as defined in the PPSA) and where applicable, includes the proceeds from the sale of any of the Personal Property;
“PMSI” means purchase money security interest within the meaning given to that word in the PPSA.
“PPSA” means the Personal Properties Securities Act 2009 (Cth) and the Personal Property Securities Regulations 2010 (Cth).
“Registration” has the same meaning as in the PPSA;
“Secured Party” means the Manufacturer;
“Security Agreement” means:
(a) any agreement, arrangement or transaction between the Grantor and the Secured Party that creates or evidences the Security Interest, in the form prepared by the Secured Party at the cost of the Grantor and, where applicable, in accordance with any relevant legislation; and
(b) in relation to a Security Interest granted by the client to the Manufacturer, includes any agreement between the Manufacturer and the client which creates or evidences the Security Interest, including supply of goods under these terms & conditions.
“Security Interest” means a security interest (as defined in the PPSA) granted by the Grantor in the Grantor’s Personal Property to the Secured Party under the Security Agreement to secure payment of all money by the Grantor and performance of all the Grantor’s obligations under the Security Agreement and includes a PMSI.A reference to includes or including are not intended to be words of limitation.25.2 The Grantor hereby grants a Security Interest to the Secured Party by entering into supply of goods under these terms & conditions.25.3 The Grantor must, within the timeframe notified by the Secured Party, sign all documents, including the Security Agreement, and do all things necessary, as notified by the Secured Party to:
(a) enable Registration with respect to the Security Interest and for that Registration to continue until such time as all of the Grantor’s obligations under the Security Agreement have been satisfied, including providing the Grantor’s details and any serial numbers required for Registration;
(b) enable the Security Interest to be perfected and continue to be perfected until such time as all of the Grantor’s obligations under the Security Agreement have been satisfied;
(c) ensure that the Security Interest has priority over all other security interests in the Personal Property, whether registered, perfected or otherwise and whether created or arising before or after the creation of the Security Interest, except those security interests which the Secured Party agrees will have priority over the Security Interest or which by law have priority over the Security Interest;
(d) ensure that the Secured Party is able to Enforce the Security Interest until such time as all of the Grantor’s obligations under the Security Agreement have been satisfied and the Grantor must not do anything which affects the Enforceability of the Security Interest’;
(e) make any changes to the Registration relating to the Security Interest as the Secured Party may require from time to time, including to enable correction of any defects in the Registration;
(f) ensure that a third person cannot acquire an interest in any Collateral free of the Secured Party’s Security Interest other than, where applicable, as a result of the Grantor dealing with inventory in the ordinary course of business.
25.4 The Secured Party may exercise its rights in relation to the Security Interest any time after the Grantor fails to comply with its obligations under the Security Agreement.
25.5 To the extent permitted by the PPSA relating to the Security Interest, the Grantor waives its rights to receive any notices required to be issued or which would ordinarily be issued, whether by the Secured Party or any other person, to the Grantor under the PPSA, including the right to receive any verification statement under section 157 of the PPSA.
25.6 The Grantor will be entitled to a release of the Security Interest when all its obligations under the Security Agreement have been satisfied.
25.7 The Grantor will be responsible for its own costs in relation to:
(a) the Security Agreement and the grant of the Security Interest, Registration with respect to the Security Interest and perfection of the Security Interest; and
(b) complying with its obligations under this Clause 25.
25.8 Unless otherwise waived in writing by the Secured Party, the Grantor must pay to the Secured Party on request, all the Secured Party’s expenses in connection with the Security Agreement and the grant of the Security Interest, Registration with respect to the Security Interest and perfection of the Security Interest.
25.9 To the extent that Chapter 4 of the PPSA would otherwise apply to the enforcement of the Secured Party’s rights under a Security Agreement, then to the extent permitted by the PPSA the Secured Party and the Grantor agree that the following provisions of the PPSA do not apply to the enforcement of the Security Interest:
(a) Section 125 (obligation to dispose of or retain Collateral);
(b) Section 132(3)(d) (contents of statement of account after disposal);
(c) Section 132(4) (statement of account if no disposal);
(d) Section 134(1) (retention of Collateral);
(e) Section 135 (notice of retention);
(f) Section 142 (redemption of Collateral);
(g) Section 143 (reinstatement of Security Agreement).
25.10 Without limiting any other clause in these terms & conditions, the Grantor waives its right to receive:
(a) any notice under sections 95, 121(4) and 130; and
(b) any other notice or copies of documents under the PPSA (including a copy of, or notice of, any verification statement confirming registration of a financing statement or a financing change statement relating to any Security Interest created under, or provided for by, this Agreement) unless the notice is required by the PPSA and cannot be contracted out of.