TERMS AND CONDITIONS OF SALE

  1. Interpretation:
    1. "Seller" means McKinna Sheetmetal Pty Ltd 51 088 110 169
    2. "Buyer" means the purchaser of the goods and/or Services whether on credit or otherwise.
    3. "Goods" means the goods, services and products sold or supplied by the Seller to the Buyer.
  2. Terms of Sale:
    These Terms represent the sole basis of the sale of the Goods to the Buyer to the exclusion of any conditions of sale appearing on any document or order form provided by the Buyer to the Seller. Any modification of these terms and conditions do not apply unless otherwise expressly accepted by the Seller.
  3. Prices & Quotations:
    1. Unless otherwise stated all prices quoted by the Seller are net, exclusive of GST.
    2. Unless otherwise stated all prices quoted by the Seller are valid for a period of thirty (30) days from quotation.
  4. Delivery & Packaging:
    1. All delivery, freight and other transport costs (including any insurance of the goods) are at the Buyers expense and to the Buyer's account, unless expressly agreed otherwise in writing by the Seller.
    2. The delivery times made known to the Buyer are estimates only and the Seller is not liable for any loss, damage or delay occasioned to the Buyer or its customers arising from late or non-delivery.
    3. Any additional costs associated with particular delivery instructions are at the Buyer's expense and to the Buyers account even if cost has been omitted from any quotation provided by the Seller.
  5. Payment:
    1. Unless otherwise agreed by the Seller in writing, payment for all Goods shall be made prior to the end of month following that in which the Goods are invoiced.
    2. Non-payment for any Goods by the due date will be considered by the Seller to be in breach of the terms of the sale and, in addition to any other rights this Seller may have. The Seller may undertake to:
      1. Cancel the Buyer's right to operate a commercial credit account with the Seller;
      2. Charge interest on any outstanding amount, calculated from the day following the date upon which payment should have been made, at a rate equal to the Seller's then current overdraft rate as varied from time to time;
      3. Add to any outstanding amounts any debt collection expenses incurred, or to be incurred, as a consequence of actions taken by the Seller to recover non-payments by the Buyer, including legal costs on a solicitor and own client basis;
      4. retake physical possession of the Goods;
      5. To protect our security interest in the Goods until payment, we may choose to register the agreement between us under the Personal Properties Securities Act 2009. You agree to do all things necessary to facilitate such registration.
      6. On default in payment you irrevocably permit us or any person authorised by us in writing upon reasonable notice to enter your premises or the premises where the goods are reasonably believed to be held on your behalf. You also agree to indemnify and hold us harmless for all reasonable costs and expenses of recovery of the goods and losses if any on their resale.
      7. The Buyer will not be entitled to withhold any payments or make any deductions in respect of any set offs, counterclaims or cross demands claimed by the Buyer against the Seller for whatever reason.
  6. Guarantee:
    1. If the Goods are provided to a Pty Ltd Company then all of the directors of that Company agree that if payment is not made by their Company, then all directors can and will be held personally liable for this account.
    2. If the Goods are provided to a Trust than all the Trustees agree that if that if payment is not made by their Trust, then all the Trustees can and will be held personally liable for this account.
    3. If the Trustee is a Corporate Trustee then all of the directors of that Corporate Trustee agree that if payment is not made by their Trust and/or Corporate Trustee, then all directors of the Corporate Trustee can and will be held personally liable for this account.
  7. Title
    1. Property in any Goods sold by the company shall not pass from the Seller to the Buyer until the Buyer has paid for the Goods (including any interest) in full. The risk of loss or of damage to the Goods shall be entirely at the risk of the Buyer immediately upon the Goods leaving the premises of the Seller, in the course of the delivery of the Goods to the Buyer.
    2. The Seller must provide the Buyer with reasonable assistance to allow the Buyer to press claims on carriers so long as the Buyer:
      1. Has notified the Seller and carriers in writing immediately after loss or damage is discovered on receipt of the Goods and
      2. Lodges a claim for compensation on the carrier within three (3) days of the receipt of the Goods.
        The Seller reserves the right to retake physical possession of the Goods if any of the following occurs:
        1. payment for any Goods sold to the Buyer by the Seller is overdue;
        2. the Buyer commits an act of bankruptcy as set out by the Bankruptcy Act 1989 as amended or in the case of a corporation commits an act of insolvency as defined by the Corporations Act 2001, as amended;a receiver or trustee is appointed to the Buyer's property or the Buyers affairs become subject to administration;
    3. For this purpose the Buyer hereby consents to the Seller or its agents or servants, entering the Buyer's premises in order to effect the recovery of the Goods and to use any reasonable means of force in order to effect recovery, without incurring liability for trespass or any resulting damage. The Seller will have the right to resell or otherwise dispose of the Goods without further reference to the Buyer.
    4. If any of the Goods are incorporated into or used by the Buyer as parts, components or materials in respect of any other products of the Buyer before the Buyer has made payment in full for the Goods, the subsequently transformed product/s of the Buyer shall become those of the Seller and remain the property of the Seller until such time as payment in full for the goods has been made by the Buyer.
    5. The Seller acknowledges that until the Buyer's total indebtedness to the Seller is discharged, the Buyer holds the goods as Bailee of the Seller.
    6. In the event that the Buyer sells the Goods or any product/s in which the Goods have become consumed, or a component of, to any third party before making full payment for the goods, then the Buyer;
      1. assigns to the Seller this portion of any claim against a third party;
      2. is required to account to the Seller for the proceeds of the sale of the Goods or products sold or any part thereof until the Buyer's total indebtedness to the Seller is discharged.
  8. Charge
    The Buyer hereby charges in the Sellers favour with payment of all monies owed to the Seller by the Buyer and/or any of them, all of his, her or its estate and interest in any land and/or in any other assets whether tangible and/or intangible in which the Buyer has any legal and/or interest, and/or in which the Buyer later acquires any such interest, and the Buyer agrees to execute on request a registrable instrument and/or any other necessary documents transferring to the Seller such estate and interest by way of security.
  9. Ownership and Risk
    1. Ownership of the Goods supplied by McKinna Sheetmetal Pty Ltd will remain with McKinna Sheetmetal Pty Ltd until payment for those goods has been made in full, and for payment of all other monies for time being due and owing to the Seller.
    2. Until ownership of the goods passes to the Buyer, the Buyer agreesc. To hold the goods in trust for the Seller as the sellers Bailee
    3. Nothwithstanding that ownership of the goods has not passed to the Buyer, the Buyer agrees that transfer of risk in the goods is deemed to be effected upon the transfer of possession of the goods to the Buyer.
    4. If prior to ownership in the goods passing to the Buyer in terms of 9a the goods become incorporated into another object (hererinafter called the Object) the Buyer agrees that McKinna Sheetmetal Pty Ltd will retain a vested interest in these objects as follows:
      For objects that are not a fixture, ownership of the next object shall remain with McKinna Sheetmetal Pty Ltd until such time as ownership has passed in terms of clause 9a. The Buyer may sell the object described but shall assign to the seller the sale proceeds of the same, in satisfaction of part of the debt to the seller and if the sale price is greater than the debt then the assignment shall be to the extent of the amount so due. Should the object become permanently incorporated into a fixture, the Buyer shall assign to the seller any amount due to the Buyer as consideration for goods and services rendered for the purpose of those goods from the Buyer.
  10. Personal Properties Security Act (PPSA)
    1. In respect of the PPSA and between the seller and the buyer, the buyer unconditionally and irrevocably waives the right under the PPSA to-
      1. receive a copy of any financing statement or financing charge statement;
      2. receive notice that the seller intends to sell the goods or to retain the goods as enforcement of the security interest (as defined in the PPSA) granted to the Seller under these terms and conditions;
      3. Object to the sellers proposal to retain the goods in satisfaction of any obligation owed by the buyer;
      4. Redeem the goods; and
      5. Where goods become an accession as defined in the PPSA, apply to the court for an order concerning the removal of the accession.
    2. The buyer agrees not to consent to or enter into any agreement which permits any supplier or other person to register a security interest in respect of the sellers goods (whether in accession or otherwise).
  11. Changes to the Particulars of the Proprietors of the Business
    The Buyer is to notify the Seller, in writing within seven (7) days, of any proposed change in its
    structure or management including any change in director, shareholder or management or change in partnership or trusteeship and of the sale of any of its business.
  12. Jurisdiction
    The contract between the Seller and the Buyer shall be governed by and constituted in accordance with the laws for the time being enforced in the State of Purchase and the parties hereby submit to the jurisdiction of the courts of that state.
  13. Indemnity
    The Buyer shall indemnify and keep indemnified the Seller from and against all losses, claims, proceedings, damages, costs and expenses in respect of or arising directly or indirectly from the Goods or their use of from any advice given to the Buyer by the Seller. This includes the fitment of incorrect goods as the onus is clearly with the Buyer to ensure the Goods supplied are correct for the particular job.
  14. 14. Waiver
    The waiver by the Seller of any breach by the Buyer of any term of this Agreement shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any otheror subsequent breach.
  15. Severance
    If any provision or part of a provision of these terms is found to be invalid or to be unenforceable, then that part of the provision must be severed and the remaining provisions will continue and be binding and have full force and effect.
  16. Implied Terms
    1. Except as required by statute (including the trade practices act 1974), all implied conditions and warranties are hereby excluded. Subject to the extent that such conditions and warranties cannot be excluded under statute (including the trade practices act 1974), the Buyer's sole and exclusive remedy for any breach of a condition, warranty, or undertaking hereunder (whether direct, indirect, special or consequential) shall be limited at the sole discretion of the Seller to any one of the following:
      1. the replacement of the Goods or supply of equivalent Goods;
      2. the repair of the Goods or the payment of the cost of having the Goods repaired;
      3. the payment of the cost of replacing the goods or of acquiring equivalent Goods: or
    2. Any warranty shall not apply to any goods or components manufactured by a person other than the Seller even though such goods or components may be included in equipment sold by the Seller. In lieu of any warranty, condition or liability expressed or implied by law or statute the Seller's obligation shall be limited to passing on to the purchaser such guarantee restitution as the Seller shall actually receive from the Manufacturer in respect of such goods or components.
    3. Except as required by statute (including the trade practices act 1974) the Seller does not accept any liability for any direct, indirect or consequential loss or damage caused to the Buyer or any other person which arise out of negligence or carelessness of the Seller or any of its employees, servants or agents.