Terms & Conditions

MONTREAUX PTY LTD TRADING AS MATELEC AUSTRALIA

GENERAL TERMS AND CONDITIONS OF SALE

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ALL QUOTATIONS AND CONTRACTS OF SALE ARE SUBJECT TO THE FOLLOWING CONDITIONS:

All contracts made between Montreaux Pty Ltd trading as MATelec Australia ("the seller") and the applicant for a Credit Account and/or the Buyer specified on the seller’s Order Form ("the Buyer") for the sale of electrical goods or other products ("the goods") (all such contracts being hereinafter called the "Contracts of Sale") are subject to the following terms and conditions –

1. PURCHASE PRICE - Subject to condition 2, all Contracts of Sale and purchase of goods shall be at the Seller’s ruling price at the date of delivery of the goods. Any prior quotation shall be subject to rise or fall accordingly.

2. PREPAYMENTS - Prepayments may be accepted upon condition that delivery of the goods to which prepayment relates is taken within three (3) months from the date of prepayment. The price for such goods shall be the Sellers ruling price at the date of prepayment. Should the Buyer not take delivery of the goods within the time specified the Seller may at its option, either refund the amount prepaid or continue to hold the prepayment and the price payable by the Buyer for the goods the subject of the prepayment shall be the Sellers ruling price at the date of delivery.

3. PAYMENT - The Buyer warrants and agrees to make payment in full without set off to the Seller for the goods delivered from time to time to the Buyer as evidenced by the Sellers invoice and/or Order Form on or before the expiration of the period ending on the last day of the month next succeeding the month in which delivery of the goods took place unless otherwise specified on the Sellers invoice and/or Order Form where the Buyer has been granted a Credit Account or in accordance with the payment terms set out in the Seller’s Order Form, whichever may be the case ("the due date").

In addition should the Buyer default in making payment within the agreed terms for any single amount all monies owed by the Buyer to the Seller would automatically become due for immediate payment regardless of aging or date purchase. When the Seller extends credit terms, it is expressly understood that the Buyer agrees that any purchases from the Buyer by the Seller are on the basis of contra purchases able to be off set against any amounts owed by the Buyer to the Seller..

4. INTEREST - If the payments referred to in Condition 3 are not made in accordance therewith, the Seller may demand and the Buyer shall pay interest on all amounts outstanding at the penalty interest rate for time being under Penalty Interest Rates Act 1983 from the due date until the date that payment is actually received by the Seller.

5. TRANSFER PROPERTY AND RISK - It is expressly agreed and declared that the title of the subject goods/product shall not pass to the Buyer until payment in full of the purchase price. The Buyer shall in the meantime take custody of the goods/ product and retain them as the fiduciary agent and bailee of Seller [2] The Buyer may resell but only as a fiduciary agent of Seller. Any right to bind Seller to any liability to any third party by contract or otherwise is however expressly negatived. Any such resale is to be at arms length and on market terms and pending resale or utilisation in any manufacturing or construction process, is to be kept separate from its own, properly stored, protected and insured. [3] The Buyer will receive all proceeds whether tangible or intangible, direct or indirect of any dealing with such goods/product in trust for Seller and will keep such proceeds in a separate account until the liability to Seller will have been discharged. [4] Seller is to have power to appropriate payments to such goods and accounts as it thinks fit notwithstanding any appropriation to the Buyer to the contrary. [5] In the event that the Buyer uses the goods/ product in some manufacturing or construction process of its own or some third party, then the Buyer will hold such part of the proceeds of such manufacturing or construction process as relates to the goods/ product in trust for Seller. Such part shall be deemed to equal in dollar terms the amount owing by the Buyer to Seller at the time of the receipt of such proceeds.

Notwithstanding the foregoing the goods shall be at the risk of the Buyer from and including the time and date upon which the goods are delivered:

(a) at or in the near vicinity of and an address specified by the Buyer;

(b) into possession of the Buyer or his carrier, at the premises of the Seller;

(c) into possession of a carrier engaged by the Seller to deliver the goods to the Buyer, at the premises of the Seller; or

(d) to the wharf, railyard or other transport loading station specified by the Buyer.

6. ACCEPTANCE OF GOODS - The Buyer shall inspect all goods immediately after delivery thereof and shall within three (3) days of delivery and in any case prior to selling goods to the Buyer’s clients or otherwise using any of the goods give notice to the Seller of any matter or thing by reason whereof the Buyer may allege that the goods or part of the goods are not in accordance with the Contract of Sale. Where such a notice is given by the Buyer to the Seller and the Seller agrees that the goods or part of the goods are not in accordance with the Contract of Sale (the "defective goods") then, subject to Condition 7, the Seller may replace the defective goods corresponding with the description under which the defective goods were sold if the Seller has in stock goods of that description and, in any case, the Buyer shall not be entitled to cancel the order of which the defective goods formed part provided that where the defective goods amount to 5% or less of the quantity of goods in any one delivery or where the defective goods are returned to the Seller in other than the order and condition on delivery the Seller shall not be required to replace the defective goods nor to make any allowance therefor.

If the Buyer shall fail to give such a notice the goods shall be deemed to be in all respects in accordance with the Contract of Sale and the Buyer shall be bound to accept and pay for the same accordingly.

7. WARRANTIES - Goods sold shall have only the benefit of any warranty given by the Manufacturer which Seller is able to enforce without legal expense. Buyer should carefully note the terms of Manufacturer’s warranties. Under no circumstances is Seller liable for any direct or consequential loss or damage to persons or properties of any nature due to any cause whatsoever. All Conditions and Warranties implied by Law or under Statute are hereby expressly negatived so far as they lawfully can be. Goods are not guaranteed by Seller in any way unless expressly in writing. Any such warranty is subject to the Manufacturer’s Maintenance and Conditions of Operation to the goods sold to Buyer. Transport costs of Warranty items are payable by Buyer.

8. DELIVERY - (a) The Buyer shall not make any claim and the Seller shall not be liable for any loss including consequential loss, expense or damages which may be sustained or incurred by the Buyer whether directly or indirectly attributable to the Seller’s failure to deliver goods by reason of lock-outs, strikes, accidents, fire or any other cause whatsoever outside the Seller’s control. (b) The Buyer shall provide reasonable and proper access to the site specified for delivery on the Seller’s Order Form.

9. INDEMNITY - Subject to the provisions of any applicable legislation which the Seller is not permitted by law to contract out of, the Seller shall not be liable or responsible for any loss, costs, damages or expenses whatsoever suffered or incurred directly or indirectly by or arising from the negligence or default of the Seller or any one or more of its officers, employees, servants or agents in the due performance of its obligations pursuant to any Contract of Sale or any other circumstance and the Buyer shall keep the Seller indemnified against all such loss, costs, damages or expenses incurred by or made, brought, instituted or awarded against the Seller in relation thereto.

10. DEFAULT - The Buyer acknowledges that where the Seller has granted to the Buyer a Credit Account and the Conditions of Sale herein are not observed or performed at any time and from time to time, the seller may:

(a) demand payment for the goods on a cash on delivery basis: and/or

(b) terminate any credit accommodation granted to the Buyer.

11. TERMINATION - Notwithstanding Condition 10, the Seller may terminate any credit accommodation granted to the Buyer by notice in writing to the Buyer at any time in its absolute unfettered discretion and upon receipt of the said notice all moneys owing shall forthwith become due and payable and the Seller may demand and the Buyer shall pay interest on all amounts outstanding at the the Penalty interest rate for time being under Penalty Interest Rates Act 1983 from the date of receipt by the Buyer of the said notice until the date that payment is actually received by the Seller.

12. EVIDENCE - The quantity, description, and place and date of delivery of the goods as indicated on the Seller’s invoice or delivery docket or copies thereof shall be conclusive evidence of the quantity, description and place and date of the delivery of the goods.

13. RETURN OF GOODS - Any goods which are accepted for return by the Seller from the Buyer for credit of the Buyer’s account shall be subject to cartage costs and handling charges (20% of the invoiced value), which the Buyer agrees the Seller may deduct from any credit of the Buyer’s account except where the Seller admits that it has supplied the wrong goods or services due to its own negligence.

14. CANCELLATION FEE - In the event of the cancellation of any order or part thereof by the Buyer, the Seller reserves the right to claim payment from the Buyer and the Buyer shall pay to the Seller a cancellation fee equivalent to 10% of the price of the order or that part of the order so cancelled.

15. REFERENCE - Any monies refunded by the Seller to the Buyer, whether in consequence of the cancellation of an order or otherwise, shall be repaid without interest and after deduction of any amount to which the Seller may be entitled to charge, and it is expressly agreed that the Buyer shall not make or seek to maintain any claim against the Seller for the payment of interest on monies so refunded.

16. VARIATION BY BUYER - Should there be any variation in details, sizes and quantities, delivery instructions or any other item or matter on which the quotation or invoice is based Seller reserves the right to revise and amend the contract price accordingly.

17. CLERICAL ERRORS - Clerical errors in computations, typing or otherwise of catalogue, quotation; acceptance; offer; invoice; delivery docket; credit note; specification of Seller shall be subject to correction.

18. SEVERABILITY - If any Condition of Sale herein shall be adjudged to be an unreasonable constraint or invalid the same shall be read down as far as possible to what may be considered reasonable. In all the circumstances and if such provision cannot be so read down then that provision shall be deemed to be void and severable from the rest of the Conditions of Sale and shall in no way affect any other terms or conditions hereof or the application of that or any other provision hereof in other circumstances.

19. INCORPORATION OF CONDITIONS - The Conditions of Sale herein shall be deemed to be incorporated into each and every Contract of Sale between the Buyer and the Seller. Any attempt by a Buyer to introduce conditions of sale inconsistent with these Conditions of Sale in any manner whatsoever shall not be binding on the Seller.

20. ENTIRE AGREEMENT - Each and every Contract of Sale between the Buyer and the Seller shall be constituted by the Buyer’s order and the Seller’s Invoice or delivery slip in relation thereto and the Conditions of Sale herein which Contract shall form the entire agreement between the Buyer and the Seller.

21. TERMS - In all sales of goods between the Seller and the Buyer (save for the conditions or warranties implied by the provisions of Division 2 of Part V of the Trade Practices Act 1974 or any statutory modification or re-enactment thereof where that Act or any such modification or re-enactment is applicable to any such sale) no other terms, conditions, agreements, warranties, representations or understandings whatsoever whether expressed or implied in any way extending defining or otherwise relating to or binding on the Seller with respect to such sale other than these terms and any other terms by which the Seller agrees to be bound in writing are made or given any conditions or warranties which might otherwise be implied under the law of any State of Australia are hereby expressly negatived.

22. TIME - Time shall be of the essence.

23. VARIATION - No variation or amendment of the Conditions of Sale herein shall be effected except by an instrument in writing signed by or on behalf of the Seller.

24. GST - All pricing does not include GST. GST will be charged at the rate current at time of delivery.

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