Terms & Conditions

 

SOUTHLAND LINERS AUSTRALIA PTY LTD

CONDITIONS OF SALE

1. DEFINITIONS:

In these Conditions of Sale: -

  1. "SOUTHLAND" means SOUTHLAND LINERS Australia Pty. Limited, ABN 20 126 244 835, and its representatives and agents;

  2. 'Goods" means goods ordered by the Purchaser from time to time under these Conditions of Sale; - -

  3. 'Price' means the purchase price of particular Goods as specified in Southland's current price list or lists;

  4. "PPSA" means the Personal Property Securities Act 2009 (Cth.); and

  5. "Purchaser" means the company or person purchasing the Goods under these Conditions of Sale.

2. PRICES

Prices and price lists are subject to alteration or withdrawal without notice. Prices may be increased by the amount of any levies, taxes and duties applicable at any time. Unless specifically stated Prices and price lists do not include such levies, taxes and duties.

3. VOLUME AND DIMENSIONAL INFORMATION

Information provided on this website regarding the finished volume and size of ponds / bladders is indicative only. The Purchaser shall make note of the dimensions of the flat material and assess the suitability of the product for their application. The Purchaser shall perform their own calculations or seek further professional advice specific to the installation intended for the liner. In no case shall Southland be held responsible/liable if a pond is overexcavated.

4. ORDERS

  1. Orders are taken, and promises for delivery given, conditionally upon Southland being able to secure the necessary labour and materials, and without responsibility for delays arising through risks and uncertainties of manufacture, strikes, accidents, or other causes beyond Southland's control.

  2. Orders can only be accepted subject to being invoiced at Prices ruling at the date of dispatch from Southland's nominated factory.

  3. Southland reserves the right to refuse countermands, which cannot be accepted in the case of Goods ready for dispatch or in the process of manufacture.

  4. The placing of any order by the Purchaser with Southland will amount to an acceptance by the Purchaser of Southland's offer of sale contained in these Conditions of Sale.

5. PAYMENT

  1. For delivery to a Purchaser in Australia, full payment must be made to Southland prior .

  2. For delivery to a Purchaser outside Australia, full payment by letter of credit or bill of exchange must be made to Southland prior to dispatch.

  3. Southland reserves the right to refuse credit card payments.

6. DELIVERY

Weight based deliveries will be handled by an independent delivery or courier service such as Airroad Direct. In no case shall Southland be held responsible for shipping delays or shipping service issues.  Items over 30kg will require two people to receive the item supplied by the Purchaser. Courier companies do not phone ahead and may specify delivery times as vague as between 8am to 5:30pm, Southland shall not be held responsible for and complications associated with accessibility or delivery address information provided by the Purchaser.

  1. Southland reserves the right to:

    1. charge for delivery;

    2. pass on to the Purchaser any charges incurred due to delays not of Southland's making at the time of delivery; and

  1. If Southland delivers the Goods to the Purchaser on pallets, the Purchaser must return to Southland any pallets on which Goods were previously delivered to the Purchaser in good condition. Southland reserves the right to charge the Purchaser for any pallets not returned to Southland or which are damaged on return.

7. RETURNED GOODS

a. ‚ÄčSouthland may, at its sole discretion, accept returned Goods and replace those Goods or at its sole discretion provide credit no greater than the cost of the Goods at time of purchase

  1. Southland may, at its sole discretion, accept returned Goods and replace those Goods or at its sole discretion provide credit no greater than the cost of the Goods at time of purchase if:

    1. Goods are returned and claims for credit are made within the shelf life of the Goods (as specified on the label);

    2. all returned Goods are accompanied by Southland's original invoice or original invoice number; and

    3. all returned Goods are returned in the same condition in which they left Southland's premises.

  2. The Purchaser will pay Southland a handling fee (specified by Southland) for any returned Goods.

  3. When any Goods are returned to and accepted by Southland, and payments for credit are made, title and property in the returned Goods will vest in Southland.

  4. If Southland, at their sole descretion, decide to replace the goods, the goods shall be replaced by the equivalent or 'compatably similar' goods to the returned goods, where 'compatably similar' shall be defined solely by Southland.  In such an event, the replacement goods shall be full and final settlement of Southland's obligations and no further claim shall be accepted on or associated with the returned goods or the items offered as replacement.   

8. STOCK

Offers for delivery of Goods from stock are made subject to Goods remaining unsold on receipt of an order from the Purchaser.

9. RISK AND TITLE

  1. Risk in all Goods sold by Southland to the Purchaser passes to the Purchaser when such Goods are delivered to the Purchaser or into custody on the Purchaser's behalf but title and property in the Goods will be retained by Southland in accordance with the following provisions of this clause.

  2. All Goods remain the property of Southland until any amount owing to Southland for the Goods, and any other amounts owing to Southland on any account whatsoever, are paid in full by the Purchaser.

  3. If at any time prior to making payment to Southland in accordance with paragraph (b) the Goods are mixed with or affixed to products or material which is the property of a third party the mixed or affixed product will be deemed to be owned in common by Southland and the third party.

  4. Until such time as title and property in the Goods pass to the Purchaser:

    1. the Purchaser will store the Goods in a manner which makes them readily identifiable as Southland's goods and keep separate records of any further sales of the Goods:

    2. the Purchaser will hold the Goods as bailee of Southland and a fiduciary relationship will exist between Southland and the Purchaser; and

    3. if the Purchaser sells or otherwise disposes of the Goods it will be deemed to have done so as an agent of Southland and on the following terms:

      • the Purchaser must account to Southland for that part of the proceeds of the sale as is equal to the Price or Prices payable by the Purchaser to Southland in respect of such Goods; and

      • until the Purchaser pays Southland the Price or Prices payable for the Goods the proceeds of resale must be held in trust for Southland by the Purchaser and must be maintained by the Purchaser in a separate account.

10. PERSONAL PROPERTY SECURITIES ACT

  1. This clause 10 will take effect on the commencement of the PPSA.

  2. The Purchaser acknowledges and agrees:

    1. that Southland may register on the Personal Property Securities Register ("PPS Register") a security interest or purchase money security interest ("PMSI") in the Goods, any other goods supplied by Southland to the Purchaser and any proceeds of the sale of such Goods or other goods (together the "Collateral") as security for the Purchaser's obligations to pay Southland for the Goods;

    2. that it will reimburse Southland for all costs and expenses incurred by Southland in relation to registering, maintaining or releasing any financing statement or financing change statement (each as defined in the PPSA) in respect of any security interest or PMSI under any agreement of which these Conditions of Sale form part; and

    3. this clause will apply despite anything, express or implied, to the contrary contained in any purchase order (or its equivalent, however described) of the Purchaser.

  3. The Purchaser undertakes:

    1. promptly to do all things, sign any further documents and provide any further information (which information the Purchaser warrants to be complete, accurate and up-to-date in all respects) which Southland may reasonably require to enable Southland to perfect, and maintain the perfection of, its security interest or PMSI (including by registration of a financing statement or financing change statement on the PPS Register);

    2. not to register a financing statement or financing change statement in respect of the Collateral without Southland's prior written consent; and

    3. to give Southland no less than 14 days' prior written notice of any proposed change in the Purchaser's name or any other change in the Purchaser's details (including, but not limited to, changes in its address, facsimile number or trading name).

  4. The Purchaser waives its right to receive a copy of any financing statement or any financing change statement relating to the security interest or PMSI.

  5. The Purchaser agrees that pursuant to section 115(1) of the PPSA and to the maximum extent permitted by law the Purchaser waives its rights and, with Southland's agreement, contracts out of sections 95, 125, 128(2),(4) and (6), 129(2) and (3), 130, 132(3)(d), 132(4) and 135 of the PPSA in so far as the Collateral is predominately used for or relates to personal, domestic or household purposes.

11. PURCHASER INSOLVENCY

If:

  1. any step is taken:

    1. to appoint a receiver, receiver and manager, official manager, controller, liquidator, provisional liquidator, administrator or other like person of the whole or any part of the Purchaser's assets, undertaking or business; by a mortgagee or chargee to enforce a security held in respect of the whole or any part of the Purchaser's assets,

    2. undertaking or business; or

    3. to enter into any scheme of arrangement between the Purchaser and its creditors:

  1. the Purchaser becomes insolvent or is otherwise unable to pay its debts as and when they become due or,

  2. if an individual, commits an act of bankruptcy:

  3. the Purchaser ceases or threatens to cease carrying on business;

  4. payment is overdue in whole or in part; or

  5. Southland is unable automatically to debit the Purchaser's credit card in respect of any payment,

Southland may forthwith terminate any contract or order of which these Conditions of Sale form part and the Purchaser also grants an irrevocable licence to Southland and its agents to enter upon and if necessary use reasonable force to break into the Purchaser's land and premises and any sites upon which the Purchaser is working or has stored Southland's Goods for the purpose of recovery of those Goods.

 

12. LIABILITY

  1. Southland acknowledges that certain legislation in Australia, including the Australian Consumer Law, provides consumers (as defined in the Australian Consumer Law) with guarantees and rights which cannot be excluded, restricted or modified or which may in certain cases only be modified or restricted to a limited extent. Nothing in these Conditions of Sale excludes, restricts or modifies, or is intended to exclude, restrict or modify, any guarantee, condition, warranty, right or liability implied by law (including any guarantee, condition, right or liability imposed under the Australian Consumer Law) which cannot lawfully be excluded, restricted or modified.

  2. To the extent permitted by the Australian Consumer Law, Southland's liability for goods or services supplied under a contract for the supply of goods or services to a consumer (a Consumer Contract) that are not of a kind ordinarily acquired for personal, domestic or household use or consumption is limited, at Southland's option, to any one or more Of the following:

    1. in the case of goods, the replacement, repair or payment of the costs of replacement or repair of the goods; and

    2. in the case of services, supplying the services again or payment of the cost of having the services supplied again.

  3. In the case of goods or services which are not supplied by Southland under a Consumer Contract:

    1. Southland accepts no liability for any economic, indirect or consequential loss, including loss of profit or business: and

    2. Southland's maximum aggregate liability for any cause and under any head of liability will not in any circumstances exceed the price or prices paid by the Purchaser for those goods and services.

  4. These Conditions of Sale describe the full extent of Southland's obligations and liabilities in- respect of the Goods and, except as expressly stated or referred to in these Conditions of Sale, there are no guarantees, conditions, warranties or other terms that bind Southland nor will Southland otherwise be liable in contract, tort (including negligence) or for breach of statutory duty for any loss, damage, cost or expense of any kind.

13. COMPLIANCE WITH DIRECTIONS

  1. In so far as the Purchaser uses or applies the Goods it will observe and comply with all written instructions and directions given to it by Southland , including for this purpose any directions and instructions which appear in current specifications, material safety data sheets, technical bulletins, product brochures, warning notices, Southland System Recommendations and on packaging and instructions for the use, application and installation of the Goods, in each case issued or authorised by Southland (collectively the "Documentation"). If the Purchaser resupplies the Goods it will ensure that all resellers are supplied with or have access to the Documentation, including current material safety data sheets.

  2. From time to time and in the course of supplying the Goods Southland may provide advice and technical services to the Purchaser (including training, on-site advice, progress certification and technical support for particular projects). All such advice and services, whether provided orally or in writing, are given subject to any express disclaimers, qualifications and conditions given at the time the advice or services are provided and subject also to the following conditions:

    1. the advice and services are provided only in relation to the site, surface or application to which the advice or services relate and in respect of which the advice or services have been provided;

    2. the Purchaser and any other person handling, installing and applying the Goods has satisfied itself regarding particular site and surface conditions and, to the extent it requires specific advice and services, makes known those site and surface conditions to Southland;

    3. the Purchaser and any other person handling, installing and applying the Goods has complied with the Documentation and any other directions or recommendations given or made by Southland and its representatives in relation to the Goods;

    4. the advice and services are provided only in relation to Goods supplied by Southland, their suitability for particular specified uses and applications and their compatibility with products supplied by third parties in the form supplied to Southland;

    5. the Goods are handled, installed and applied by persons skilled and competent in their handling, installation and application; and

    6. no warranty or assurance is given in relation to work undertaken or services provided by any third party, including in particular any person responsible for the installation or application of the Goods.

  3. Southland will not accept liability or responsibility for any loss or damage arising from or as a result of:

    1. any failure to comply with the Documentation or with advice provided by Southland;

    2. any negligence or default on the part of the Purchaser or any person whose title in, access to or use of the Goods derives from the Purchaser;

    3. acts or omissions which were not the subject of advice or services provided by Southland or which were attributable to the acts or omissions of third parties; or

    4. the incorporation of the Goods in systems and applications which are not the subject of a specification or specific advice provided by Southland.

14. INTELLECTUAL PROPERTY

Where a design or specification is provided by the Purchaser, Southland accepts no responsibility for any infringement of third party intellectual property rights (registered or unregistered) in relation to the use of that design or specification by Southland. The Purchaser indemnifies Southland against any claim, loss, liability, cost or expense which Southland pays, or is liable for, arising directly or indirectly from the use of the design or specification by Southland.

15. PURCHASER DEFAULT

  1. Southland will treat any default by the Purchaser in payment of any monies due to Southland as a breach of these Conditions of Sale. If there is a default by the Purchaser, Southland may immediately cease work on the relevant order and all other orders placed by the Purchaser and hold all the Purchaser's work until due payment or payments are made. Recurring payment default will lead to the Purchaser's account with Southland being closed and any further order placed by the Purchaser and accepted by Southland will only be processed when prepaid for by cash or bank cheque.

  2. If the-Purchaser defaults in making any payment due to Southland on the due-date of payment then Southland will have the right on the due date of payment to charge interest on the overdue amount at the aggregate of 1% per an interest as would be charged to Southland by its principal banker on overdrafts in excess of $100,000. The rate of interest is to be calculated from the date of default to the date of full and final payment and any payment subsequently made by the Purchaser to Southland will be first credited against any interest accrued.

  3. The rights Southland has under this clause 15 are in addition to and without prejudice to any other rights Southland may have at common law or under these Conditions of Sale including any right to terminate any contract or order of which these Conditions of Sale form part.

16. CONSENT

So as to assist Southland in the collection of overdue payments and if a Purchaser is assessed for its suitability for credit or continuing credit being either consumer credit or commercial credit the Purchaser consents (subject to the requirements of the Privacy Act 1988) to Southland:

  1. disclosing personal information in Southland's possession relating to the Purchaser to a credit reporting agency;

  2. obtaining a report about the Purchaser's commercial activities or commercial credit worthiness from a business which provides that information;

  3. obtaining a credit report containing personal credit information from a credit reporting agency;

  4. giving to and obtaining from any credit providers, information about the Purchaser's credit worthiness, standing, history or capacity; and

  5. giving to, or obtaining from, other suppliers information about the Purchaser's accounts and its name, location, billing address, service numbers, service usage and credit reports for billing dispute resolution and directory purposes or where required by law or industry codes of practice.

17. SUSPENSION

If Southland agrees to supply Goods on credit to a Purchaser and the Purchaser's credit limit is exceeded or the Purchaser breaches any other Condition of Sale or term of credit, Southland may refuse to supply any further Goods ordered by the Purchaser and suspend any future credit. If Southland suspends the supply of Goods for non-payment, Southland may charge the Purchaser a reconnection fee.

18. ENTIRE AGREEMENT

  1. These Conditions of Sale and any document to which they specifically refer constitute the whole agreement and understanding between Southland and the Purchaser with respect to the sale of Goods.

  2. Any addition and modification to these Conditions of Sale will not be effective unless signed or accepted by or on behalf of Southland.

  3. Other than these Conditions of Sale, any conditions or other terms which are set out in any offer, purchase order or other document submitted by or on behalf of the Purchaser are expressly excluded.

19. NO WAIVER

Failure by Southland to insist upon strict performance of any term, warranty or condition of these Conditions of Sale will not be taken to be a waiver of these Conditions of Sale or any rights Southland may have and no express waiver will be taken to be a waiver of any subsequent breach of any term, warranty or condition.

20. NOTICES

  1. Any notice to be given by the Purchaser to Southland must be sent:

    1. if the Goods are purchased in Australia, to the Southland office in the State or Territory in which the Purchaser will take or has taken delivery of the Goods; or

    2. if the Goods are purchased outside Australia, to Southland's head office in Queensland.

  2. No notice will be deemed to have been given until it is actually received at such address.

21. SEVERABILITY

If any provision or part of a provision of these Conditions of Sale is determined to be void by any court of competent jurisdiction or is otherwise unenforceable, then such determination or unenforceability will not affect any other provision or part of a provision of these Conditions of Sale, and each such other provision or part of a provision will remain in full force and effect.

22. GOVERNING LAW

These Conditions of Sale and any agreement of which they form part are and will be governed and interpreted in accordance with the laws which apply in Queensland.