Direct Ergonomics Pty Limited Terms & Conditions of Sale

  1. Definitions. “Seller means Direct Ergonomics Pty Ltd; “Buyer” means the person placing an order with the Seller or a party acting as an agent for a party to receive the purchase of the goods.

“Goods” means the goods described on the quote or on the invoice or packing slip. “Order” includes any request for the Sellers goods, such request being in writing or oral.

2. Offer and Acceptance. If the Buyer issues a purchase order accepting the terms of Seller’s quote this shall be deemed an offer to Seller to which Seller can accept or decline. Seller reserves the right

to accept any order in whole or part, or to decline any order. Where Seller makes a part delivery in respect of any order such delivery shall constitute a separate contract. Additionally if the Buyer or its agents takes delivery of the goods from Seller such acceptance shall constitute confirmation of Buyer’s acceptance of Seller’s offer in accordance with these Conditions of Sale. The Buyer shall be deemed to have inspected and accepted the goods where buyer retains them for a period of seven (7) days after the date of delivery without notifying the nearest Direct Ergonomics office that the goods are not in accordance with the contract.

3. Delivery. If for any reason the Buyer is unable to take delivery of the goods which are to be made for a specified delivery date then payment is due within seven (7) days of the Seller notifying the Buyer of the goods for delivery. Where on delivery hold requests are received for goods near completion in manufacturing the Seller will complete the goods and notifying the Buyer of the completion. Payment is due within seven (7) days of the Seller notifying the Buyer of the completion of goods. Storage charges of 2% per month or part thereof on the price of the goods will be charged for goods not delivered within seven (7) days of availability for delivery of completion. If payment is not made in accordance with the Seller’s terms and conditions then interest and administration charges of 2% per month or part thereof on the moneys due shall be incurred and payment shall be first credited against any interest and administration charges due.

4. Claim. No claim in respect of the goods will be recognised by Seller unless made in writing within 7 days of delivery to Buyer except claims for non-delivery which must be made in writing within 14

days from the date of the invoice. All claims must refer to the official invoice number or Buyer’s Purchase Order number and state the reasons for the claim.

5. Returns. Only returns authorised by Seller will be accepted for credit, and all returns will be subject upon receipt and before a credit is passed. Any claims or claims for returns must be recognised by

both parties within seven (7) days of receipt of goods. Freight on returned goods shall be pre-paid by Buyer, and Seller accepts no responsibility in respect of returned goods lost or damaged in transit. A 25% re-stocking fee will apply to all returns.

6. Design Layout Responsibility. Goods manufactured to the Sellers drawings and or specifications can not be altered, remade or have additional work carried out unless the Buyer agrees to pay an

additional charge. Any errors, omissions or additional work request by the Buyer due to any errors, omissions or misinterpretations by the Seller are to be treated as a variation to the Order and as such are at the Buyer’s additional expense. In the case where any designs, floor plans and specifications are provided to the Seller by the Buyer, the Buyer agrees to indemnify the Seller against any liability or costs associated with and/or arising from any errors, omissions, design infringement or copyright infringement.

7. Variation. A variation is any work required in addition to what the Seller has manufactured the goods to the Seller’s specifications regardless of the Seller omitting or misinterpreting the Buyer’s

verbal instructions. Any additional work requested by the Buyer which is deemed to be a variation allows the Seller to alter the completion date and to charge the Buyer for all costs associated with such alterations.

8. Title. Title to the goods shall not pass until all moneys owing by Buyer to Seller on any account are paid in full (cash or bank-cleared funds) and at such time Buyer acknowledges that Buyer holds the

goods as agent of Seller and bailee of the goods and if the goods are sold to another customer before payment is made then the sale proceeds are held on trust for Seller. The seller shall at all times be entitled to enter the premises believed to be occupied by the Buyer or any premises where the goods sold hereunder are held on behalf of the Buyer and recover therefrom the goods the subject of any order in the event of a default of terms of payment for such goods. If the Seller exercises its right as provided herein to enter either the Buyer’s premises or where the goods are believed to be held on behalf of the Buyer, the Buyer hereby indemnifies the Seller for any costs of removal, claims, suits and causes of action of any kind in respect of the removal of such goods. The affixing of goods ordered by the Buyer from the Seller to any part of a building shall not have the effect of making the goods a fixture of the said building. Unless goods ordered by the Buyer from the Seller are in the Buyers possession or the premises of a third party to whom the Buyer has sold such goods and has received valuable and total consideration from the said third party, the goods will be “in transitu” within the meaning of Part V of the Sale of Goods Act. Where goods sold hereunder are used in the manufacture of new objects or otherwise mixed then title to ownership of any property in the object or objects in question shall automatically be passed to the Seller as surety for full payment of any monies due. In the event of a sale of goods ordered by the Purchaser from the Seller to a third party, the Seller is a mercantile agent within the meaning or intent of the Factors (Mercantile Agent) Acts 1923 (NSW) as amended or any other similar statue of any other State of the Commonwealth of Australia or for any other purpose.

9. Risk. Risk in relation to the goods shall pass to Buyer at the time when goods are placed on the vehicle which is to effect delivery from Seller’s warehouse or store and the Buyer will insure all goods

that are at his risk.

10. Buyer’s Purchase Orders & Conditions. These terms and Conditions of Sale shall apply to the exclusion of all other terms or conditions contained in the Buyer’s order and furthermore in the event

of any inconsistency the Buyer is deemed to have made an offer to Buyer to sell the goods subject to these Conditions of Sale, which offer will be deemed to have been accepted by delivery of such goods. The Buyers written order shall be deemed to interpret correctly the Buyers instructions. Where verbal instructions or insufficient instructions are received from the Buyer the Seller shall not be responsible for any errors or omissions due to oversight or misinterpretation of those instructions.

11. Disputes. In the event that part of an invoice is disputed, the balance will be paid.

12. Retention Money. The Buyer must not keep any retention money unless agreed upon in writing by both the Buyer and the Seller.

13. Deliveries. Deliveries may be suspended by the Seller in the event of any strike, lockout, trade dispute, fire, tempest, breakdown, riot, theft, crime, civil disturbance, war, force majeure, legislation.

The inability of the Seller to procure goods due to any of the foregoing causes or any other occurrence preventing or retarding performance of the contract or delivery of goods no responsibility shall be attached to the Seller for any delay default loss or damage due to any of the above causes or to any other cause beyond the control of the Seller.

14. Buyer’s Obligation. Notwithstanding that the Seller might agree in respect of any in particular transaction either expressly or by implication to waive any one or more of these terms and conditions

such agreement shall in no way release the Buyer from any other obligation or requirement set out herein.

15. Cancellation of Order. Where the Seller agrees at the Buyer’s request to cancel an order prior to delivering the goods to the Buyer, the Seller reserves the right to charge for all costs incurred prior to

cancellation and to charge a cancellation fee of up to 25% of the price of the goods to cover overheads associated with the orders. The Buyer’s request must be in writing and prior to the delivery of the goods.

16. Tolerances. Unless expressly agreed to the contrary, the provisions and tolerances contained in the standard to which goods are manufactured by Seller or its suppliers will apply to all orders accepted. 17. Specifications. The Seller reserves the right to alter the specifications for future orders and can not guarantee to match any previous Order(s).

18. Access. The original quote and pricing is for clean and free access, otherwise, additional site costs will be charged.

19. Delivery Lead Time. Delivery Lead Time quoted is calculated in workings days excluding weekends and Public Holidays and is from receipt of accepted written order.

20. Customer Supplied Product. The Seller does not accept any liability for the quality or accuracy of any Customer Supplied Product, drawings or specifications.

21. Quantities. All quotes and pricing have been based on quantities specified on the quote. Changes to quantities would be subject to further negotiation.

22. Sales Tax. For exemption from Sales Tax (unless a Government Body) it is a requirement that a purchase order with signature over Exemption No. be signed by Buyer.

23. Charges. In addition to the purchase price, all delivery charges, sales tax, extra packaging charges and Government taxes, if any shall be payable by the Buyer.

24. Warranty Implied. Seller gives no express warranty in relation to the goods and Buyer acknowledges that it has not relied on any representation or warranty made by or on behalf of Seller. Certain

legislation, including the Trade Practices Act 1974 (as amended), may imply certain conditions and warranties into the contract. To the extent that such conditions and warranties in respect for the goods may, as between Seller and Buyer, lawfully be excluded, all such conditions and warranties are hereby expressly excluded. Seller hereby limits the amount of its liability in the case where the goods are not of a kind ordinarily acquired for personal, domestic or household or commercial use, to the price of goods.

25. Warranty. Unless otherwise specified in Seller’s original quote Seller’s warranty covers certain defects arising from faulty labour, workmanship or materials for a period of two (2) years form the

date of delivery. Not covered by the warranty are defects or damage which in the opinion of the Seller have been caused by neglect, misuse or poor handling in transit. Repair or replacement under the warranty will be undertaken at the discretion of the Seller and where goods are returned they are to be returned to factory or location as directed by the Seller carriage free.

26. Warranty – Chairs. Warranty for Chairs does not include normal wear and tear. Seller offers no warranty on upholstered materials , mechanisms or gas lifts other than the material or componentry

supplier’s stated or implied warranties.

27. Warranty – Fabrics. Warranty on fabrics only covers against faulty manufacture and does not include normal wear and tear. Seller offers no warranty on upholstered materials other than the material

supplier’s stated or implied warranties.

28. Warranty – Furniture. Warranty on Furniture only covers faulty manufacture but excludes any goods which have been misused or damaged by accident or negligence or repaired by unauthorised

persons, surfaces which have been damaged by abrasive corrosive materials or overloading or use other than intended use. Seller offers no warranty on decorative laminate surfaces materials other than the material supplier’s stated or implied warranties.

29. Warranty – Ergonomic Componentry. Warranty on Ergonomic Componentry only covers faulty manufacture but excludes any goods which have been misused or damaged by accident or

negligence or repaired by unauthorised persons, or damaged by abrasive or corrosive materials or overloading or use other than intended use. Seller offers no warranty on componentry other than the material supplier’s stated or implied warranties.

30. Warranty Costs. The buyer shall be responsible for the return of the product to the Seller’s premises and for any expenses involved in making available the product for servicing or repair by Seller.

31. Timber Veneers. Where veneer furniture is specified the Buyer accepts that veneers are a product of nature and therefore Seller cannot control or guarantee their consistency.

32. NSW Law. The Buyer agrees notwithstanding the place which the order for the goods emanated the subject Contract for Sale shall be deemed to have been created in the State of New South Wales

and that the said Contract for Sale still be governed by and construed in accordance.

32. Itemised Pricing. Although itemised pricing is shown the Seller can not guarantee the same pricing on future orders for smaller orders on the individual items. 40309.QAM Issue Date: 1st June 2001

Direct Ergonomics Pty Ltd ABN 76 003 840 220