TERMS AND CONDITIONS
1. Outline
1.1 These Terms + Conditions apply to the supply of all Goods and/or Services by us to you.
1.2 The Agreement between us with respect to relevant Goods and/or Services comprises:
1.2.1 these Terms + Conditions; and
1.2.2 the terms of the relevant quotation
1.3 Acceptance: An Agreement is accepted and binding on the parties when:
1.3.1 we accept a quotation communicated by you to us in accordance with clause 2.2;
1.3.2 you accept a quotation;
1.3.3 you accept delivery of, or any part of, Goods and/or Services pursuant to an Order; or
1.3.4 you make a payment for any Goods supplied by us.
2. Quotations + Orders
2.1 Providing a Quotation: We may provide to you a quotation relating to the potential supply of Goods.
2.2. Acceptance of an Quotation by you will be communicated in writing (which may include by email) to us.
3. Fees & Payments
3.1 The prices for goods shall be those set forth in our quotation and/or invoice to you. All prices are exclusive of GST.
3.2 Unless expressly stated otherwise in our tax invoice, payment for goods shall be made within 14 days, without offset or deduction.
3.3 If you fail to pay any invoice within seven calendar days of the due date of payment, we may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven calendar days of the expiration of the grace period.
3.4 Title to goods delivered shall remain vested in us and shall not pass to you until the goods have been paid for in full. If you fail to pay any invoice within fourteen calendar days of the due date of payment, we may retake the goods covered by the invoice. You must insure all goods delivered to their full replacement value until title to the goods has passed to you.
4. Delivery
4.1 Delivery: We, by our nominated carrier, will deliver the Goods to you, to a carrier, place specified by you or as otherwise agreed in writing.
4.2 No liability for delay: We will use reasonable efforts to deliver the Goods (including where they form part of a vehicle) to you by the date as confirmed with you in writing by email.
5. Warranty
5.1 We warrant that upon delivery from the date of delivery goods purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than us.
5.2 With respect to goods which do not conform to the warranty our liability is limited, at our election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii) replacement of such goods; provided, however, that such goods must be returned to us, along with acceptable evidence of purchase, within fourteen calendar days after you discovered the lack of conformity or ought to have discovered it.
5.3 We make no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, we make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
6. GST
6.1 Fees exclusive of GST: Unless otherwise agreed by us in writing, fees with respect to any taxable supply are exclusive of GST.
6.2 Issue of tax invoice: We will issue a tax invoice for any taxable supply to you, which will enable you, if permitted by the GST Law, to claim a credit for GST paid by you.
7. Force Majeure
7.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
8. Governing law
Each Agreement is governed by the laws of the State of Victoria, Australia.
9. Dictionary + Interpretation
9.1 Personal pronouns: Except where the context otherwise provides or requires:
9.1.1 the terms we, us or our refers to the Company; and
9.1.2 the terms you or your refers to the relevant Customer or Client.
9.2 Dictionary: In each Agreement, unless otherwise provided or the context requires, the following terms shall have their meaning as specified:
ACL means the Australian Consumer Law under the Consumer and Competition Act 2010 (Cth) as amended.
Agreement has the meaning given in clause 1.2.
Company means TUF Offroad Pty Ltd (ACN 659 571 383) whose usual place of business is at 53-57 Madden Street, Morwell, Victoria 3840 Australia.
Customer or Client means any person or entity that places an Order with us, or accepts a quotation.
Force Majeure Event means circumstances beyond our reasonable control or responsibility, and shall include, but not be limited to compliance with any laws, regulations, orders, acts, instructions or priority request of any government, or any department or agency, computer downtime or failure, internet failure, failure of a utility service, failure of electrical supply, civil or military authority, acts of God, pandemics, acts of the public enemy, your acts or omissions, fires, floods, strikes, lockouts, embargoes, wars, labour or material shortages, riots, insurrections, defaults of our suppliers or subcontractors, delays in transportation, or loss or damage to Goods in transit.
Goods means goods supplied by the Company from time to time.
GST means a goods and services tax, or a similar value added tax, levied or imposed by the GST Law.
GST Law has the meaning given to it in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Invoice means a tax invoice issued in accordance with the GST Law and terms of the Agreement.
Order means an order for Goods and/or Services in writing received by us.
Quotation means a quotation by us for the supply of particular Goods and/or Services.
Services means services provided by us from time to time.
Terms and Conditions means the terms and conditions set out in this document.
Manufactured product means any aluminium product that we, TUF Offroad, have fabricated.