TERMS AND CONDITIONS OF SUPPLY

1. TERMS APPLICABLE TO THIS ORDER
Goods are supplied by DH Gibson Pty Ltd t/a Gibson Retail Solutions (Supplier) to the Customer on these terms and conditions. By placing an order for the Goods, the Customer accepts these terms and conditions.

Unless the Supplier agrees in writing:
(a) the Customer may not cancel an order placed for the Goods; and
(b) any variation, amendment or substitution of these terms and conditions will not be binding on the Supplier.

2. QUOTATION

The price and other terms set out in the Quotation:

are only available to the Customer for 30 days from the date of the Quotation; and
reflect conditions prevailing at the date of the Quotation (including the cost of materials and labour, statutory and regulatory requirements and foreign exchange rates). The Supplier reserves the right to decline an order and to quote revised terms if there has been any change in these conditions.
The Supplier may decline any order placed after 30 days from the date of Quotation. The Supplier also reserves the right to withdraw the Quotation at any time before the Customer places an order.

3. DELIVERY

3.1 Estimated delivery date
The delivery date in the Quotation is an estimate only. The Supplier will confirm a date for delivery when an order is placed. The Supplier will take all reasonable steps to ensure delivery of the Goods occurs on or before the delivery date and will advise the Customer if there is any change. The Supplier is not liable for any delay in manufacture or delivery caused by, or incidental to, machinery breakdown, strikes, supply of materials or circumstances beyond the control of the Supplier.

3.2 Delivery
If the Customer collects the Goods, delivery occurs at the Supplier’s warehouse when loading commences. If the Supplier delivers the Goods, delivery occurs at the Customer’s delivery location when unloading is complete. Risk in the Goods passes on delivery. Title in the Goods will not pass until the Customer has paid in full all amounts that it owes to the Supplier. The Customer consents to the Supplier perfecting any security interest arising in connection with these Terms and Conditions of Supply including by the Supplier registering a financing statement on the Personal Property Securities Register.

3.3 Freight and insurance
Freight and insurance are only provided at the Customer’s request and at the Customer’s cost.

3.4 Freight is an estimate only and subject to change after goods are packed where a final cost will then be issued.

4. PRICE AND PAYMENT

Unless stated otherwise, the price quoted is exclusive of GST.
Price excludes the cost of delivery, freight, insurance, unloading at site, installation, and any costs arising from the Customer failing to accept delivery on the delivery date for any reason.
If payments terms are offered, they are as specified in the Quotation. Otherwise, all payments must be made in full and in cleared funds before Goods will be despatched. Payment can be made by credit card, cheque or EFT.
The Supplier will notify the Customer of any change in import freight costs that will materially impact the cost of the goods, where freight pricing moves by more than 10% between acceptance of order and delivery of goods those additional costs, or savings, will be passed on to the Customer.

5. QUALITY AND ACCEPTANCE OF THE GOODS
Goods will be of merchantable quality and reasonably fit for the purpose required by the Buyer (provided that purpose is notified to the Supplier in advance). The Supplier otherwise excludes all rights, representations, guarantees, conditions, warranties, undertakings, remedies or other terms in relation to the Goods to the maximum extent permitted by law.

The Customer may only reject any Goods as defective if the Goods do not comply with this clause 5 and the Customer notifies the Supplier of the defect within 7 days of delivery (or in the case of a latent defect, within a reasonable time of the defect becoming apparent). The Customer is otherwise deemed to have accepted the Goods.

If the Customer is permitted to reject Goods under this clause 5, the Supplier may (at its option) repair or replace the Goods, or pay the cost of repair or replacement of the Goods (or the supply of equivalent goods) or refund the price paid. If Goods are replaced or refunded, title in the rejected Goods will revert to the Supplier at that time.

6. EXCLUSION AND LIMITATION OF LIABILITY
To the maximum extent permitted by law, the Supplier’s maximum aggregate liability to the Customer is limited to:

For defective Goods rejected by the Customer, the remedies in clause 5.
For any other loss or damage or injury arising out of or in connection with this agreement or the supply of the Goods, including any breach by the Supplier of this agreement, in tort (including negligence) or on any other basis, an amount equal to the price paid for the Goods.

To the maximum extent permitted by law, neither party is liable to the other, in contract, tort (including negligence) or on any other basis, for any special, indirect or consequential loss arising under or in connection with this agreement or the supply of the Goods. This includes any loss of profits, loss of sales or business, loss of production, loss of agreements or contracts, loss of business opportunity, loss of anticipated savings, loss of or damage to goodwill, loss of reputation; or loss of use or corruption of software, data or information.

If the Customer has acquired the Goods as a consumer as defined in the Australian Consumer Law (ACL):

nothing in this agreement is intended to exclude, restrict or modify the application of the provisions of the ACL. The Customer’s remedy and the Supplier’s liability are limited to the remedies provided for in the ACL.
the following notice applies:
“Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure”.

7. GENERAL

The terms of this agreement are confidential and must not be disclosed, except as required by law.
In this agreement:
(i) words or terms incorporating the singular or the plural shall include the plural and singular respectively;
(ii) references to include and including are to be construed without limitation.(c)
Notices in connection with this agreement may be provided to the Supplier or Customer by mail or email to the address set out in the Contract Details.
The Customer may not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the agreement without the prior written consent of the Supplier.
This agreement is the entire agreement between the parties about its subject matter. It replaces all prior agreements, understandings, negotiations and discussions. No party has relied on any statement, representation, assurance or warranty made by the other except as set out in this agreement.
If any provision of the agreement is or becomes invalid, illegal or unenforceable, it is deemed to be modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision is deemed to be deleted. This does not affect the validity and enforceability of the rest of the agreement.
This agreement is governed by the law in force in New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts in New South Wales, Australia.