CONDITIONS OF SALE

1. DEFINITION/INTERPRETATION

  • Unless the context otherwise requires:-

“CASTLE” means “Castle International Trading Pty Ltd”, ABN 18 799 604 534, and its subsidiaries, successors, assigns and associated companies and their servants and/or agents; Conditions means these conditions of sale; Contract means the Conditions, the Application for Credit and any Schedule to the Contract; Customer means the customer of Castle who receives the Products or the person who receives the Services described in the Contract and his servants and/or agents and where there is more than one Customer, the Customer’s obligations and liabilities under the Contract are joint and several; Payment means when Castle receives cash or upon clearance of a cheque tendered for such payment, unless otherwise specified in an Invoice; Payment Date means the date specified for payment on each invoice; Products means all products, including without limitation, accessories, materials, services and equipment supplied or to be supplied by Castle to the Customer at the Customer’s request; Schedule means any orders, order forms,

invoices, guarantees or other documents which form or describe the subject matter of the Contract, but does not include any descriptions, illustrations and performances contained in catalogues, price lists and advertising material; Services means any services supplied by Castle at the request of the Customer.

  • The Contract shall not be subject to the provisions of the Sale of Goods Act 1896 (Qld) the operation of which is hereby expressly

2. APPLICATION OF CONDITIONS

  • Unless otherwise agreed in writing by Castle, these Conditions will apply to all quotations, orders and offers in relation to the Products and the Services, and the sale, supply, service and replacement of all Products and will take precedence over any inconsistent provisions in any Customer order.
  • No course or prior dealings between the parties and no custom of trade or commerce are to be relevant to supplement or explain any of the Conditions.

3. ORDERS AND CONTRACT

  • Each order by the Customer is subject to acceptance or rejection by Castle and is not binding on Castle prior to Castle’s acceptance of it. The Contract constitutes the entire agreement of the parties in relation to the subject of that order and may only be varied in writing, signed by the parties. No order may be cancelled by the Customer after acceptance by Castle without Castle’s prior written
  • The Customer shall not be entitled to cancel any order either written or verbal except with the written consent of Castle. Castle shall not be liable for any failure to observe, or breach of any of the Conditions by reason of Acts of God, war, riots, civil commotions, strikes, lockouts, trade disputes, fires, breakdown, interruptions of transport, Government action, prohibition, or import or export delay, delay in delivery by Castle’s suppliers or any other cause

whatsoever beyond its control impeding or interfering with the manufacture, use, delivery or carriage of the Products or any Services to be supplied.

  • Castle reserves the right to amend the contract price at any time up to delivery, to take account of any new or increased taxes, duties or other imports or variations in costs arising from new legislation or
  • Within a reasonable time after receipt of the Customer’s order, and with the Customer being notified, Castle may, for any reason, decide not to supply the Products and/or Services ordered, and Castle is not liable to the Customer for any loss or damage suffered as QaUreOsTulEt SofAthNeDnPoRn-IsCuEpSply.
  • Unless otherwise agreed, a quote provided by Castle will be

open for acceptance either for the period specified in the quote, or, if no such period is stated, 14 days.

  • Prices quoted by Castle may change without notice although where possible Castle will endeavour to give reasonable In particular but without limitation, changes may be necessary to correct errors or allow for increases in the cost of labour, materials, freight, foreign exchange rates, taxes, duty or other levies taking effect prior to the date of delivery.

5. DELIVERY AND PRODUCTS

  • Delivery will be when the Products leave Castle’s premises unless otherwise provided for.
  • The Customer must pay any delivery charges incurred at cost plus sales tax / GST and other relevant charges prevailing at that
  • The Products will be delivered within the hours of 9.00am – 00pm between Monday and Friday (excluding public holidays) to the address specified by the Customer to Castle.
  • Castle will use its best endeavours to deliver the Products and Services within 30 days of confirmation of order. However, Castle is not liable for any loss, damage or delay occasioned to the Customer arising from late or non-delivery.
  • Castle may at its option deliver the Products and Services to the Customer in any number of instalments.
  • Within 24 hours of receipt by the Customer of the Products and Services, the Customer shall notify Castle of any shortage.
  • Within 7 days of receipt by the Customer of the Products, the Customer shall provide notice in writing to Castle of any defects. If Castle is satisfied that the alleged defects have arisen solely from faulty materials or workmanship on the part of Castle and the Products have not received maltreatment, inattention or interference by the Customer, Castle will replace the Products with equivalent
  • Castle will not accept the return of any Products unless such return is consented to in writing by If Castle consents to the return, the Customer, at the Customer’s cost, shall return to Castle the Products at the address from where Castle dispatched the Products.
  • The Customer agrees that neither it nor its employees or agents will replicate or attempt to replicate the Products in any manner whatsoever

6. RISK

  • Notwithstanding any arrangements made for the transportation of the Products to the Customer’s nominated destination, risk in the Products passes to the Customer on Delivery.

7. TITLE AND PROPERTY

  • Notwithstanding delivery and passing of risk, title and property in the Products will not pass to the Customer or any related persons until payment in full on any Invoice whatsoever has been received by Castle and all cheques and other negotiable instruments have been cleared. Until that time, the Customer:
  • must promptly, and at the Customer’s cost, return the Products to Castle on demand;
  • does and will indemnify Castle against loss or damage to the Products;
  • must not pledge, mortgage, lend or otherwise encumber the Products without Castle’s written consent;
  • holds the Products as Bailee for Castle and shall safely and securely store the Products separately from other products on the Customer’s premises in such a manner as to show clearly that the Products are the property of Castle;
  • in the event of the Customer failing to make payment for Products by the due date or Castle otherwise becoming entitled to terminate the Contract, irrevocably authorises Castle to enter any premises, including the Customer’s premises, where the Products are situated and to take possession of and remove those Products without incurring any liability;
  • in the event of the Customer failing to make payment for Products by the due date and the Customer disposes of the Products to a third party, shall keep the proceeds of such disposition separately from the Customer’s other monies until Castle has been paid in full for the Such proceeds shall be held in trust for and as the property of Castle. The Customer in its capacity as trustee shall not assign any property held in trust on behalf of Castle to any third party;
  • where the Customer has not been paid for the Products by the Third Party, agrees to assign its claim against that party to Castle upon Castle giving the Customer notice in writing to that effect.
    • Where Products which have not been paid for in part or in full are mixed with Products that have been paid for, the onus is on the Customer to identify those Products paid for and, failing identification to the satisfaction of Castle, all Products that have been sold and delivered by Castle to the Customer are deemed to be the property of Castle. Castle reserves the right to repossess those Products without proving that the Products relate to specific invoices outstanding at the time of repossession.

8. PAYMENT

  • Payment by the Customer for the Products and Services shall become due and payable on the Payment Date. Payments must be in cash or any other form acceptable to Castle and without any deduction, withholding or right of set-off or counterclaim. Any amount outstanding after the Payment Date, Castle shall be entitled to charge the Customer interest on the outstanding amount at the rate of 15% per annum, calculated daily, from the due date until payment in full is received.

9. CREDIT

  • Castle, in its absolute discretion, may refuse to proceed with the Contract at any time, or refuse to extend credit, if the Customer’s credit is or becomes unsatisfactory to Castle.

10. DELAY

  • Any quoted delivery and availability dates are estimates only and although it will endeavour to meet them, Castle will not be liable for any delay arising from any cause whatsoever, including but not limited to industrial or labour disputes, riots, mobs, fires, floods, wars, civil strife, embargoes, shortages of labour, materials, power, fuel or means of transportation whether affecting Castle or any supplier or sub-contractor, or from any law, regulations or orders of any government or competent authority. Castle may delay its obligations under the Contract for as long as the conditions continue and may make partial delivery to the Customer in proportions that are reasonable under the circumstances. Any failure on the part of Castle to deliver within the time stated will not entitle the Customer to repudiate the Contract in whole or in part.

11. CLAIMS AND RETURNS

  • The Customer will be deemed to have accepted the Products unless Castle receives a substantiated written claim as to any defects, damage, shortage, non delivery or other non conformity with the Contract within fourteen (14) days from Delivery. Castle reserves the right to reduce the credit for any returns by 15 % of the original invoice price as a restocking fee.

12. LIABILITY

  • Castle makes no express warranties in respect of the
  • To the extent permitted by law, Castle excludes all:
  • implied warranties in respect of the Products that would otherwise be implied by law into the Contract; and
  • liability to the Customer for any loss (including loss of profits and any direct, indirect, special or consequential losses), or for any damages to persons or property, or for death or injury caused by an act or omission (including negligent acts or omissions) by Castle and/or arising in any way out of the use of the Products.

12.5 Where the preceding paragraphs cannot legally operate and to the extent permitted by law, Castle liability for breach of any warranty or any term implied by law into this Agreement is limited to:

  • in the case of the Services, the cost of having the Services supplied again; or
  • in the case of the Products, the lowest of the cost of replacing the Products, acquiring equivalent products or having the Products

13. TERMINATION

  • If:
  • the Customer breaches any provision of the Contract; or
  • the Customer assigns any of its property for the benefit of creditors; or
  • the Customer (who is not a natural person) becomes subject to any form of insolvency administration including, without limitation, the appointment of a receiver, receiver and manager, liquidator, provisional liquidator or administrator; or
  • the Customer (who is a natural person) commits an act of bankruptcy or has appointed to him or her a trustee in bankruptcy; or
  • any step is taken by a mortgagee to exercise its right to take possession of the property of the Customer,

Castle may terminate or suspend performance of the Contract or any other contract with the Customer or require payment of cash in advance of delivery and will be entitled to payment for any Products already delivered or work in progress under the Contract in question at the rate specified in the Contract or, if none is specified, at a reasonable rate.

  • This clause does not limit any other remedy that may be

available to Castle including compensation for any loss or damage suffered by it.

14. PROPRIETARY RIGHTS

  • Castle will retain all copyright and other proprietary rights in any Castle confidential information and any Castle material, including documents, drawings, certifications and instructions provided to the The Customer must not use the Castle information or material or their contents for any purpose other than the purpose for which they were provided. The Customer must not disclose, transfer, transmit or otherwise make available to any third party in any manner or form, the GBG information or material or their contents or any information relating to them without Castle’s written consent.

15. WAIVER

  • Any failure by Castle to insist on compliance with the Contract or any delay by Castle in exercising its remedies under the Contract will not constitute a variation or waiver of any provision of the Contract or any remedy available to Castle. A power or right may only be waived in writing signed by the party to be bound by the

16. VARIATION

  • No variation to the Contract will be binding unless agreed to in writing by Castle.

17. JURISDICTION

  • The Contract shall be deemed to have been made in the State of Queensland, and shall be governed by the laws of Queensland.
  • Any dispute arising out of the Contract shall be heard and determined within the jurisdiction of Queensland, and in the event of default in any obligation under the Contract, Castle shall be at liberty to commence proceedings before any Court of competent jurisdiction in Brisbane or such other place as Castle may so elect.

18. SERVERANCE

  • Should any part of the Conditions be held to be void or unlawful, the Contract shall be read and enforced as if the void or unlawful provision had been deleted.

19. GOVERNMENT CHARGES

  • Stamp duty, registration fees, taxes (including any goods and/or services taxes) or any other kinds of government charge, or fee, incurred as a result of the supply of the Products or the Services by Castle to the Customer shall be paid by the Customer.

20. COSTS

  • The Customer shall pay any losses, expenses, damages, commissions, interest and costs, including solicitor and own client legal costs, arising from the Customer’s failure to comply with its obligations, including payment of all invoices, under the
  • Such losses, expenses, damages, commissions, interest and costs may be recovered as a liquidated debt.

21. RANGE OF GOODS

  • Castle reserves the right at its sole discretion to add or remove from a range of Products or Services supplied by it and may do so from time to time without notice to the Customer.

22. PRIVACY

  • In accordance with the provisions of the Commonwealth

Privacy Legislation in force at the date of signing the Contract (“the Legislation”), if Castle considers it relevant to assessing the application, the Customer consents to Castle obtaining from a credit reporting agency a credit report containing personal credit information about the Customer in relation to commercial credit provided by Castle. In accordance with the provisions of the Legislation, if Castle considers it relevant to collecting overdue payments in respect of commercial credit provided to the Customer, the Customer agrees to Castle receiving from a credit reporting agency a credit report containing personal information about the Customer. The Customer authorises Castle to give a credit reporting agency personal information about the Customer relating to the Contract.

23 CHARGE

  • The Customer, and where the Customer is unincorporated each proprietor of the Customer, hereby charges with payment of the moneys and compliance with all obligations owed by the Customer to Castle under the Contract all beneficial interest (freehold and leasehold) in real property held now or in the future by the Customer or proprietor. The Customer, and where applicable, each proprietor, agrees that if demand is made upon it, him or her by Castle, the Customer, or where applicable, the proprietor, will immediately execute a mortgage in registrable form or consent to a caveat, as required by Castle to secure the interest to Castle pursuant to this equitable mortgage. If the Customer, or where applicable, the proprietor, fails to do so within 7 days of being so requested, the Customer, or where applicable, the proprietor, irrevocably and by way of security appoints any credit manager or solicitor engaged by Castle to be its, his or her true and lawful attorney to execute and register such instruments. The Customer authorises the attorney appointed pursuant to this clause to enter into conflict transactions within the meaning of the Powers of Attorney Act 1998.

 

24. ENTIRE AGREEMENT

  • Subject to subclause below, the Customer acknowledges by signing the Contract that:-
  • The Customer has read and understands and wishes to be bound by the full terms, conditions and effect of the Contract;
  • The Contract represents the entire agreement as concluded between Castle and the Customer;
  • No representations made by Castle or the Customer concerning the Products and/or Services shall be an implied term of this Contract or form the subject matter of a separate agreement, subsidiary or collateral with the Contract; and
  • The Customer has not been induced to accept the Contract by any representation, oral or otherwise, made for or on behalf of
    • The Contract supersedes any other agreement, terms and/or conditions of credit granted by Castle to the Customer.