Terms and conditions of use

1.      General.

The whole of the Agreement between The Company (Supplier) NA Auto Colour and The Buyer referred to in the Agreement (The Buyer) is set out in these Terms and Conditions as amended from time to time and those, if any, which are implied and which cannot be excluded by (Terms). Any other contractual terms of The Buyer (whether upon The Buyer’s order or elsewhere) that are contrary to or inconsistent with these Terms shall not apply nor shall they constitute a counter-offer. By receiving delivery and/or supply of all or a portion of the materials and/or parts and/or labour and/or services (Goods). The Buyer shall be deemed to have accepted these Terms and to have agreed that they shall apply to the exclusion of all others. All Goods are charged at the price ruling at the date of invoice and any Goods and Services Tax within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 (GST) or other government imposts shall be payable by The Buyer.

2.       Credit Terms

2.1      Payment is due on or prior to thirty (30) days from the date of statement rendered in respect of the supply of the Goods unless otherwise stated in writing by the Company (Supplier). The Company (Supplier) may charge liquidated damages at a rate equivalent to two precent (2%) in excess of the rate of interest for the time being fixed under Section 2 of the Penalty Interest Rates Act 1983 if payment is not received by the due date.

2.2      The Buyer is liable for all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs (on a solicitor/own client basis) incurred by the Company (Supplier) for enforcement of obligations and recovery of monies due from The Buyer to the Company (Supplier).

3.       Delivery and Supply

3.1     Any times quoted for delivery and/or supply are estimates only and the Company (Supplier) shall not be liable for failure to delivery/supply or for delay in deliver/supply. The Buyer shall not be relieved of any obligation to accept or pay for goods by reason of any delay in delivery/supply at any time The Buyer fails to comply with the terms.
3.2     The risk of damages, loss or deterioration of any Goods will pass to The Buyer upon the earlier of dispatch or expiry of seven (7) days from the date of notification by The Company (Supplier) to The Buyer that the Goods are available for collection.

4.       Property

Until full payment has been made for all Goods, and any other sums in any way outstanding from The Buyer to The Company (Supplier) from time to time:

4.1     All sums outstanding become immediately due and payable by The Buyer to The Company (Supplier) if The Buyer makes default in paying any other sums due to The Company (Supplier), becomes bankrupt, or commits any act of bankruptcy, compounds with its creditors, has judgement entered against it in any court or, being a company, has a provisional liquidator, liquidator, receiver, receiver manager or administrator appointed, notwithstanding the provisions of any other clause in these Terms.
4.2      The property in the Goods shall not pass to The Buyer and The Buyer shall hold the Goods as Bailee for The Company (Supplier) (returning the same to The Company (Supplier) on request). The goods shall nevertheless be at the risk of The Buyer from the time of dispatch referred to in Clause 3.2 and The Buyer must insure the Goods from the time of dispatch referred to in Clause 3.2.
4.3      The Buyer is only authorised to sell the goods (or any portion of them) to third parties as the     fiduciary agent of The Company (Supplier) provided that there shall be no right to bind The Company (Supplier) to any liability to such third party by contact or otherwise. All payments (direct or indirect) received from such third parties by The Buyer for the Goods (or any portion of them) shall be held on trust for The Company (Supplier) pursuant to the fiduciary relationship. 
4.4     In the event that The Buyer incorporates or transforms the Goods (or any portion of them) into any other goods or products produced by The Buyer (or a third party), then The Buyer must hold a proportion of any payment (relevant proportion) received by The Buyer for such goods or products on trust for The Company (Supplier). The Buyer expressly acknowledges that the relevant proportion shall be equal to the dollar value the portion of the Goods incorporated or transformed and The Buyer further acknowledges that any part payment (not exceeding the relevant proportion) received by The Buyer for such goods or products is received as payment first of the relevant proportion

4.5    The Company (Supplier) is irrevocably authorised to enter any premises where the Goods are kept, and to use the name of The Buyer and to act on its behalf, if necessary, to recover possession of the Goods.                                                                                

5.      Returns, Cancellations and Claims.

5.1    The Buyer shall not return any Goods to The Company (Supplier) without obtaining prior authorisation from The Company (Supplier). Unauthorised returns will not be accepted. No returns will be accepted unless a copy of the relevant invoice is enclosed with the returned Goods. A list of the returned including product descriptions, quantity, date of return and The Buyer’s name and address must also be enclosed. All Goods must be returned in the original packaging and The Buyer shall be responsible for all damage incurred during return shipment. A credit note will be issued by The Company (Supplier) only after Goods returned are either collected by The Company’s (Supplier’s) authorised representative or returned it by The Buyer as set out above.
5.2     All complaints, claims or notification of lost Goods, incomplete Goods, Goods damaged in transit or Goods that do not comply with The Buyer’s purchase order must be submitted by The Buyer to The Company (Supplier) in writing within ten (10) business days of the date of the invoice rendered for the supply of the Goods. Otherwise, The Buyer shall be deemed to have accepted the Goods and shall not refuse to pay for the Goods on the basis that they were lost, incomplete, damaged in transit, or do not comply with The Buyer’s purchase order.
5.3     Any goods / Products returned for credit after fourteen (14) days A 10% charge will be deducted from original invoice price 

6.  Notification
The Buyer must notify The Company (Supplier) in writing within seven (7) days of:                                                                                                         
6.1      Any alteration of the name or ownership of The Buyer.
6.2    The issue of any legal proceedings against The Buyer.
6.3     The appointment of any provisional liquidator, liquidator, receiver, receiver manager or administrator to The Buyer.
6.4     Any change in the ownership of the business name of The Buyer.
The Buyer agrees that it shall be liable to The Company (Supplier) for all Goods supplied to the new owner by The Company (Supplier) until notice of any such change is received.                                                                                                                                                                   
7.     Warranties
No warranties except those implied and which cannot be excluded by law are given by The Company (Supplier) in respect of goods or services supplied. Where it is lawful to do so, the liability of The Company (Supplier) for a breach of a condition or warranty is limited to the repair or replacement of the goods, the supply of equivalent goods, the payment of the cost of repairing or replacing the goods or acquiring equivalent goods, the supplying of the services again or the payment of the cost of having the services supplied again, as determined by The Company (Supplier).

8.      Failure to Act

The Company’s (Supplier) failure to enforce or insist upon the timely performance of any term, condition, covenant or provision in these Terms, or The Company’s (Supplier’s) failure to exercise any right or remedy available under these Terms or at law or The Company’s (Supplier’s) failure to insist upon timely payment of any charges or fees which accrue or any extension of creditor forbearance under these Terms shall not constitute a waiver of any subsequent default or a waiver of The Company’s(Supplier’s) right to demand timely payment of future obligations or strict compliance with the Terms.

9.       Legal Construction

9.1     These Terms shall be governed by and interpreted according to the laws of New South Wales and the Company (Supplier) and The Buyer consents and submits to the jurisdiction of the courts of New South
9.2      Notwithstanding that any provision of the Terms may prove to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason that provision is deemed omitted without affecting the legality of the remaining provisions and the Terms shall continue in full force and effect.                 

The Buyer acknowledges receipt of and accepts the present standard Terms and Conditions.