Terms and Conditions
“Australian Consumer Law” or “ACL” means Schedule 2 to the Competition and Consumer Act 2010 (Cth). “SB OF” means SB Projects Pty Limited (ACN 146 799 813) trading as SB Office Furniture.
“You” means the buying party named in this quote for the supply of the Products by SB OF. “Order” means an offer made by You to purchase Products from SB OF.
Made to Order “MTO” includes any Product that has been specially ordered for You or which is specially manufactured for You. “PPS Act” means the Personal Property Securities Act 2009 (Cth) and its associated Regulations as varied from time to time. “PPSR” refers to the Personal Property Securities Register established under the PPS Act.
“Products” includes any furniture, services or materials itemized in this quote by SB OF and, if applicable, ordered by You “Terms” means these Terms & Conditions of Trade as varied and applicable from time to time.
“day” means business days in the place of delivery
The Terms applicable from time to time shall apply to all sales agreements between SB OF and You including all Orders or other sales and will prevail over all prior conditions previously agreed.
The Terms may be varied from time to time in writing by SB OF. The Terms and the Order represent the entire agreement between the parties and no agreement or understanding varying or extending the Terms shall be legally binding unless in writing and signed by both Parties or allowed by these Terms.
ORDER AND ACCEPTANCE
This quote constitutes an offer by SB OF to You for the sale of the Products. The offer contained in this quote is subject to the Terms and by accepting this quote you accept the Terms.
You may accept this offer by sending SB OF Your official purchase order citing the quotation number above or by other written or verbal confirmation, at SB OF’s discretion.
SB OF reserves the right to accept or reject an Order for any reason, including without limitation, the unavailability of any Product, an error in the Product description on its website, catalogue or quote, or an error in the Order. Accepted Orders may not be varied or cancelled by You without SB OF’s written consent and (subject to the Terms) there is no right of return.
TERM: If You have not accepted this quotation within 30 days of the date on page 1, this quote will expire and will be null and void unless extended in writing.
PRICE: The price of the Products shall be as agreed and where there is no written confirmation of the price, the price shall be SB OF’s usual price for Products of that kind or failing that an amount indicated on SB OF’s Tax Invoice for the Products ordered. SB OF may charge for delivery, freight, demurrage and handling at rates to be advised.
Payment terms shall be 50% deposit with remaining due within 14 days from invoice date or as otherwise agreed in writing If You fail to make any payment on the due date You shall be in default.
A certificate of debt signed by a representative of SB OF shall be prima facie evidence of money owing by You to SB OF.
GST: Unless expressly included all amounts expressed or described in any agreement, quote or in Tax Invoices are GST exclusive.
DELIVERY: Delivery of the Products shall be deemed to have taken place when either:
- the Products are delivered to Your nominated address as specified in Your Order or as otherwise agreed in writing, to any person reasonably appearing to be an employee or agent of Yours; or
- Your nominated carrier takes possession of the Products in which event the carrier shall be deemed to be Your
Delivery of Products may not be refused by You after an Order has been accepted by SB OF. Where prices are stated as inclusive of delivery, delivery is to the delivery point accepted by SB OF.
You shall make all arrangements necessary to accept delivery of the Products whenever they are tendered for delivery. Delivery of Products to a third party or place nominated by You is deemed to be delivery to You pursuant to these Terms.
SB OF shall not be liable for any loss, damage or expense arising from a failure by SB OF to deliver the Products at a specified time, promptly or at all and the failure of SB OF to deliver at a specific time or at all shall not entitle either party to treat this contract as repudiated.
PRODUCT INFORMATION: The Product range on SB OF’s website may vary from printed catalogues. Product information, photos and images may differ from the actual Products and are for general illustration purposes only.
INSTALLATION AND ASSEMBLY
Products may need to be assembled on site by SB OF but under no circumstances will we touch existing electronics or wiring.
The delivery area must be clean and cleared prior to delivery. You must ensure adequate access is available via stairways, doors and lifts and on site parking for at least one vehicle.
RISK: All risk in (but not title to) the Products passes to You immediately upon delivery to You, Your agent or courier as applicable.
RETENTION OF TITLE TO THE PRODUCTS PENDING PAYMENT
Ownership of the Products shall remain with SB OF and shall not pass to You until SB OF has received in full (cash or cleared funds) all amounts owed to it in respect of the Products.
Until ownership of the Products has passed to You, You shall keep the Products as fiduciary agent only for and on behalf of SB OF and shall store them so that they are separately identifiable. You must notify SB OF of all premises at which relevant Products supplied to You are located and will allow SB OF to enter upon such premises to inspect the Products upon reasonable notice from time to time, pending payment in full.
- You fail to pay any amount due in respect of any Products by the due date; OR
- You are the subject of an insolvency event (such as receivership, administration or liquidation); then
SB OF may, without notice, enter at any reasonable time any premises where Products are located (or believed by SB OF to be located) and take possession of those Products not paid for and any other Products to the value of the amount owing. SB OF’s permission to enter such premises for that purpose is irrevocable.
PPS Act: Words in italics shall have the meaning set out in the PPS Act.
You acknowledge that by virtue of these Terms SB OF has a security interest in the Products for the purposes of the PPS Act and the proceeds of sale of such Products and to the extent applicable, the PPS Act applies to any Products supplied to You under these Terms. You acknowledge that SB OF may do anything reasonably necessary to perfect its security interest, including but not limited to registering such interest in the Products or the purchase money security interest (PMSI) in the Products on the PPSR and to comply with the requirement of the PPS Act and You shall do all things reasonably necessary to assist SB OF in this regard.
You waive any right to receive notice of a financing statement, financing change statement or a verification statement in relation to any registration on the PPSR pursuant to section 157(3)(b) of the PPS Act.
The rights of SB OF under the Terms are in addition to and not in substitution for its rights under other law (including the PPS Act) and SB OF may elect at its discretion whether to exercise rights under the Terms and/or under such other law, as it sees fit.
The following provisions of the PPS Act do not apply and, for the purposes of section 115 of the PPS Act are “contracted out” of in respect of goods that are not used predominantly for personal, domestic or household purposes – sections 95, 130, 132(3)(d), 132(4), 135, 142, 143.
You agree that in addition to any rights conferred on SB OF, SB OF shall, if You default in payment, have the right to take possession, retain, deal with or dispose of any Products, under those sections and also, as additional and independent rights, under the Terms.
DEFECTS, CLAIMS AND RETURNS
Subject to clause 18 You agree that:
- minor defects in the Products do not constitute grounds for a claim or return;
- MTO Products may not be returned; and refunds will not be
You will inspect and check all Products received and within 3 days of receipt notify SB OF in writing of any error in quantity, defect, incorrect specification, damage or Products not in accordance with Your Order, provided that after use of a Product or expiry of 3 days the Product shall be deemed to be accepted by You.
A credit or replacement item will be arranged at the sole discretion of SB OF for defective or incorrect Products
SET-OFF AND ASSIGNMENT
You may not set off against or deduct from the price of Products sold any sums owed or claimed to be owed to You by SB OF.
You may not assign or subcontract any contract for the purchase of Products or your rights or obligations under a purchase contract with SB OF.
WARRANTIES, LIMITATION OF LIABILITY AND THE ACL
To the extent permitted by the ACL and subject to any other legal restriction, SB OF excludes:
- any terms, conditions, warranties, guarantees or other liability that might apply; and
- any liability for any indirect, special, consequential or economic loss or damage whether or not arising from default or negligence by SB OF or its employees or
You acknowledge that You have not relied on SB OF’s representations and have satisfied yourself as to the suitability of the Product for Your purposes.
FORCE MAJEURE: SB OF will have no liability for any loss, damage or expense caused by its failure to complete an Order, delivery or contract as a result of fire, flood, tempest, earthquake, riot, civil disturbance, theft, crime, strike, lock-out, war or the inability of SB OF’s suppliers to supply necessary materials or any other matter beyond SB OF’s reasonable control.
PRIVACY CONSENT: You agree that SB OF may give information to third parties about You, Your guarantors, directors or proprietors for the following purposes – to obtain a consumer credit report about You or for registration on the PPSR or other public records.
WAIVER TERMS OF AGREEMENT
The failure by SB OF to exercise, or delay in exercising, any right available to it under an agreement the subject of the Terms will not operate as a waiver of that right or preclude its exercise or the exercise of any right and SB OF shall be entitled to require strict compliance at all times.