Between Pacific Dental Specialist Pty Ltd (ABN 37 132 562 906), having its place of business at 12/8 Fortitude Crescent, Burleigh Heads, QLD 4220 (“the Company”) AND the entity or person/s who is invoiced for the Goods so ordered and/or purchased (“the Client”).
WHEREBY IT IS AGREED AS FOLLOWS:
1.1 In this agreement except to the extent that such meaning shall be excluded by or be repugnant in its context, the following words shall have the following meaning:
a) “The Charge Property” means the property either held by the Client/s, or its directors (in the event that the Client is a company) and includes any land, goods, shares, common units or other property whatsoever which the clients or its directors and/or guarantors had, now had or may have in the future acquired any interest during the currency of this agreement, and during such time as monies are due and payable by the Client to the Company;
b) “Goods” means the goods that have been supplied by the Company;
c) The “Client” includes the clients specified above; and
i. Also so means his, her or its personal representatives and successors entitled;
ii. Where the Client is a company, it means and includes all and each of its directors, jointly and severally;
iii. Where such party comprises more than one person, the expression Clients shall refer to them jointly and to each them severally;
d) “Recoverable Amount” means:
i. The amount of any stamp duty and other money including any costs for repossession, storage, maintenance and sales of goods and legal costs payable under this agreement by the client; and
ii. Any other fees costs or damages in which the Client is liable.
1.2 Words importing the singular number shall include the plural number and vice versa.
1.3 Words importing any gender shall import any other gender and shall include any incorporated body.
1.4 The headings herein are for ease of reference only and shall not be taken into account when construing or interpreting the provisions of this agreement.
2. Title to the goods provided by the Company shall at all times remain with Company until such time as all monies due and owing and payable to the Company and under these Terms and Conditions are paid. Nothing contained herein or permitted pursuant hereto shall confer on the Client any right or proprietary interest in the Goods other than as a bailee.
3. The Client hereby agrees:
a) To pay all amounts due and owing and payable to the Company for the delivery of the Goods within 7 days of receipt of the Goods and pursuant to these Terms and Conditions; and
b) To pay interest to the Company at the rate of ten (10) per centum per annum on all monies payable by the Client, calculated from the time such money becomes due and payable. The Client acknowledges that such rates of interest is applicable not withstanding any lower rate of interest which the Company may have used in its discretion to calculate total terms charges in the expectation that the Client would pay each sum payable hereunder and when it fell due; and
c) Subject to any statutory rights which may not by law be excluded, restricted, or modified, to continue any pay the monies in accordance with these Terms and Conditions notwithstanding any defects in workmanship or in the Good supplied or the breakdown in or of the Goods supplied by the Company;
d) It shall not deduct any sum from the amount due on any Company invoice for any reason whatsoever.
e) The Client shall not be entitled to make any claim upon the Company if any amounts are outstanding from the Client to the Company. The Client is not entitled to set off any amounts against its outstanding debts to the Company. The Company may at any time set-off amounts owed by the Company to the Client against any sums owed by the Client to the Company.
f) The Client hereby charges all beneficial interests (freehold and leasehold) in land whenever located held now or in the future by the Client with the amount of the Client’s indebtedness to the Company and the Client’s obligations pursuant to the Terms and Conditions. The Client agrees that if demand is made by the Company, the Client will immediately execute consent to caveat, or a caveat or mortgage, as required by the Company to secure the obligations pursuant to this clause. If the Client fails to execute consent to caveat or mortgage within a reasonable time of being so requested, the Client irrevocably and by way of security appoints the Company and any agent or solicitor to the Company to be the Client’s true and lawful attorney to execute and register such instruments.
g) A statement in writing signed by any Director, Secretary, or other authorized person on behalf of the Company stating that the balance of monies due to the Company by the Client shall be prima facie evidence of the amount of the indebtedness of the Client to the Company at the date of that statement.
4. The Clients warrants and acknowledges that the Goods supplied or to be supplied by the Company, are goods used wholly for the purpose of a business carried on by the Client.
5. The Client agrees:
a) To indemnify and hold harmless the Company against any loss caused to the Client, its servants, agents, clients, employee’s or directors, whether direct or indirect, due to the use, misuse, mishandling or handling and implementation of the Goods;
b) The Company is not liable for any loss or damage including any consequential loss or damage suffered by or occasioned to the Client whatsoever, whether the loss or damage is in any way caused by or attributable to the negligence of the Company its servants or agents, whether the loss or damage is caused by or attributable to a failure of or a delay in delivery, the failure or malfunctioning of any products supplied to the Client or any defect in the design or specification of such products.
c) The Client is familiar as to the use and know-how of the Goods it has ordered/purchased from the Company;
d) That except for such conditions or warranties as stated herein or as required by law to be applied in the state of Queensland, no condition or warranties is given and no representation is made by the Company in relation to the Goods as to their quality, fitness, suitability for purpose or otherwise and the Client’s obligations to make any payments hereunder shall continue notwithstanding any defect or breakdown of the Goods supplied by the Company, or loss or destruction of;
e) That in agreeing to order and/or purchase the Goods from the Company, the Client does not rely on any representation or promise other than those contained herein made by any person and that no representation or promise other than those contained herein made by any person shall be a term or condition of the supply of the Goods.
f) In the event that any division or part of the Competition and Consumer Act 2010 applies to these Terms and Conditions and the Goods supplied by the Company, and in the event that the Goods supplied has been supplied for ordinarily personal, domestic or household use or consumption then the liability of the Company for breach of the condition or warranty implied is limited to one or more of the following, at the option of the Company:
i. The replacement of the Goods or supply of equivalent Goods; or
ii. The return of monies which equals to the amount paid by the Company for those Goods, provided that any defects in relation to the Goods are notified within 7 days of receipt; or
iii. The payment of the costs of replacing Goods or of hiring equivalence;
iv. The payment of costs of having the Goods repaired.
g) The Company will not be liable whatsoever to replace, repair or refund any monies to the Client for damaged Goods where such damage and defectiveness was caused by the Client’s misuse, mishandling and negligent handling of the Goods.
h) Not to make any alterations or addition to the Goods which are supplied by the Company and not to operate the Goods so as to avoid or limit any suppliers or manufactures warranties in respect.
i) To ensure that the Goods which are supplied are operated and maintained in a proper and skillful manner using recognized methods and standards of operation and in accordance with any instructions and recommendations of the Company or the Manufacture relating to the Goods and their use during the term of any implied or express warranty; and
j) To comply with all statutes, law, ordinances, regulations and any other Governmental or quasi-Governmental directions having a binding effect applicable to or in connection with the Goods which are supplied or are installed by the Company.
6. In the event that a delivery date is nominated by the Client, the Company shall take all reasonable steps to achieve delivery on or about that date. However, no promise is given that the Goods will be available on that date, and in the event that the Company is unable to deliver the goods on that date, it shall not be liable for any loss (including consequential loss) for failure or delay in delivery. In no case shall the Company be liable for any amount payable by the Client to a third party as a result of failure or delay in delivery by the Company due to any cause whatsoever.
7. The Company will replace, and refund any item which is faulty or defective, provided that such item has not been used, mishandled, misused, or damaged by the Client, and the Client notifies the Company of such fault and/or defectiveness strictly within 14 days of receipt of the Goods.
8. The Company makes no representations and warranties in relation to the suitability and effectiveness or quality of the Goods. The Client agrees and acknowledges that the Company distributes the Goods to the Client and provides no warranties other than as stated herein. Each of the manufacturer’s warranty in relation to each of the Goods supplied is disclosed on the Company’s website. It is taken that upon payment of the Goods received, the Client is deemed to have reviewed and accepted the terms of warranty of the manufacturer.