1. General‍

1.1 In these conditions of sale (unless the context requires otherwise):
 
(a) “Customer” means any person who enters into a contract with the Seller for the purchase of Goods and/or Services and includes:
 
(i) any successors or permitted assigns;
 
(ii) if the Customer consists of more than one person, each of them jointly and severally;
 

(b) “Goods” means any goods supplied or to be supplied by the Seller as specified in an Order accepted by the Seller.
 
(c) “Order” means an order placed with the Seller for the supply of Goods and/or Services.
 

(d) “Other Property” means all present and after-acquired property of the Customer (except the Goods) whether acquired alone or jointly as a tenant in common or as a joint tenant;
 
(e) “PPSA” means the Personal Property Securities Act 2009 (Cth) as amended;
 
(f) "Security Agreement" and “Security Interest” have the meaning ascribed to them in the PPSA;
 
(g) “Seller” means Goodbeth Nominees Pty Ltd ACN 661 595 875 as Trustee for the Goodbeth Unit Trust trading as Effective Sealing Solutions; and
 
(h) “Services” means any and all services supplied by the Seller to the Customer.

1.2 These conditions of sale apply to each and every sale of Goods or supply of any services by the Seller and all offers made by the Seller in relation to the Goods.

1.3 The Customer is deemed to have accepted these conditions of sale by placing an Order with the Seller.

1.4 The Seller’s failure to insist upon strict performance of any of the terms of these conditions of sale or to object to any term or condition contained in any communication, whether written or oral, from the Customer, shall not be deemed a waiver of these conditions of sale and no express waiver shall be deemed a waiver of any subsequent breach of any term, warranty or condition.

1.5 These conditions of sale supersede all previous conditions imposed by the Seller and apply to the exclusion of all or any terms or conditions used or submitted by the Customer. The Seller may vary these conditions of sale provided it first gives 30 days written notice to the Customer. Any Order placed, or Goods or Services supplied, after such 30 day period, will be deemed to be the Customers’ acceptance of the varied conditions of sale.

1.6 These conditions of sale and the Order to which they relate contain all the agreements, understandings, conditions, covenants and representations made between the Seller and the Customer.

1.7 No rule of construction shall be applied against the Seller because it prepared these terms and conditions.

2. Quotes by the Seller

2.1 Subject to sub-clause 4.2, all quotations made by the Seller are valid for the period specified in the quotation, or if no such period is specified, for a period of thirty (30) days from the date of the quotation. Following the expiration of this period, each quotation is subject to written confirmation by the Seller.

2.2 Any Goods offered ex-stock by the Seller are subject to prior sale.

EFFECTIVE SEALING SOLUTIONS

“For all your sealing needs”

3. Orders‍

3.1 The Seller may require the Customer to provide written or electronic Orders. All quotations given and Orders accepted by the Seller are given or accepted by the Seller subject to these conditions of sale. A contract will be made only upon the acceptance of an Order in writing by the Seller, which may be by supply of all or part of the Goods ordered.

3.2 The Customer must purchase at least the minimum order value and the minimum order quantity per line item determined by the Seller in its sole discretion and notified to the Customer from time to time.

4. Prices

Subject to sub-clause 4.2, and unless otherwise agreed in writing, the purchase price for Goods and Services shall, subject to sub-clause 2.1, be the price quoted by the Seller or if no price has been quoted by the Seller then at the Seller’s list prices as at the date of the Seller’s acceptance of an Order. The Customer acknowledges and agrees that, in the event that any price quoted by the Seller is calculated on the basis of a per unit price or is based on minimum or specific quantities, the Seller may amend that price if there is any variation in the total quantity of Goods or Services ordered from that upon which the quotation was based.

4.1 All quoted prices of imported Goods are based upon the FOB price of the Seller’s supplier and the rates of exchange, freight, insurance and customs or primage duty as at the date of quotation. The quoted prices may be varied by the same percentage amount by which the Seller’s actual costs of satisfying an Order vary as a result of any change in the said price or in any of these rates or duties. In the case of variations in rates of exchange, the Seller reserves the right to increase its quoted price in relation to Goods supplied to the Customer by the same percentage as the percentage devaluation (if any) of the Australian dollar against the currency in which payment for the relevant Goods is required to be made by the Seller to its supplier, calculated from the date of quotation by the Seller to the date of invoice, as disclosed by the variation in the ANZ Bank Ltd Spot Selling Rate in the relevant period.

4.2 In the event that the Seller agrees to deliver Goods in accordance with further directions of the Customer, the agreed price of the Goods shall only apply if the quantity to be delivered is delivered in accordance with the Customer’s directions as specified in its Order or, if no directions are so specified, if the whole of the Goods are delivered no later than twelve (12) months from the date of the Order. If a lesser quantity is scheduled for delivery during the relevant period, the Seller reserves the right to charge for those Goods, at its option, either at the Seller’s standard prices in effect at the time of delivery or at the Seller’s standard prices in effect at the time of the Order.

4.3 In addition to the prices specified above, the Seller will charge the Customer for the cost of delivery of the Goods ex Seller’s store together with its standard packaging and handling charges from time to time. In addition, the Seller shall be entitled to charge separately for any packing which is not in accordance with the Seller’s customary standard of packing.

4.4 The Customer must pay the Seller the amount of the price for the Goods and/or Services plus GST. The consideration payable by the Customer for Goods and/or Services represents the value of any taxable supply for which payment is to be made. If a taxable supply is made to the Customer, then the Customer must also pay at the same time and in the same manner as the value is otherwise payable the amount of any GST payable in respect of the taxable supply. Expressions used in this clause 4.5 bear the same meaning as those expressions in the A New Tax System (Goods and Service Tax) Act 1999 (as amended).

4.5 The Seller reserves the right to correct clerical errors without notification.

5. Payment

5.1 Where credit facilities have been approved by the Seller, payment for Goods and Services shall be due and payable within 30 days from end of month of invoice.

5.2 The Seller reserves the right to terminate all or part of the Customer’s credit facility at any time and to require full or part payment prior to delivery. The Seller may charge interest on any overdue payments at the rate of 10% per annum calculated daily for the length of any such delay in payment. The Seller reserves the right to withhold further deliveries of Goods or the provision of Services until all arrears from the Customer have been paid.

5.3 The Seller also reserves the right to the extent permitted by law to charge all bank and other credit provider or facility fees and charges incurred by the Seller in processing the Customer’s payment, including (without limitation) by credit card or for dishonoured payment.

5.4 The Customer agrees to pay all costs incurred by the Seller for the collection of any monies owing by the Customer to the Seller which are not paid when due, including (without limitation) commission charges by collection agencies and legal costs and disbursements (on an own solicitor/client basis).

5.5 The Seller may apply any payment by the Customer in any manner as the Seller sees fit.

6. Delivery of Goods

6.1 Whilst the Seller will use its best endeavours to meet all quoted delivery or consignment dates, the Seller shall in no event be liable to the Customer by reason of delays in delivery caused by any reason whatsoever.

6.2 If the Customer uses its own carrier for delivery, such delivery shall be ex-Seller’s store and the Customer shall pay all freight and insurance costs ex-Seller’s store and shall indemnify the Seller against all actions, suits, proceedings, claims or demands and all losses, expenses and liabilities, howsoever arising, from the transportation of the Seller’s Goods delivered ex-Seller’s store once delivery has been made by the Seller to the Customer’s carrier.

6.3 In the event of any delay caused by the Customer or caused by industrial disputes, including strikes and lockouts, circumstances such as fire, war, mobilisation or any other cause beyond the reasonable control of the Seller, the Seller, at its option, may extend the quoted delivery or consignment dates or consign part of an Order or suspend consignment during that period of delay or may cancel the Order and the Customer shall not be relieved of its obligation to

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