Commercial Netmakers Pty Ltd (ACN 111 529 723) of Unit 2, 32 Bushland Ridge, Bibra Lake,
Western Australia (“Seller”)
General Terms and Conditions
1.1 “Conditions” means these Terms and Conditions of the Seller and includes any
variations or annexures applicable hereto.
1.2 “Goods” means all goods and/or services supplied by the Seller to the Purchaser.
1.3 “Price” means the cost of the Goods (including tax) as stated in the Quotation.
1.4 “Purchaser” means the party described in the Quotation and/or Conditions to whom
the Seller shall supply Goods.
1.5 “Quotation” means the written quotation provided by the Seller to the Purchaser in
accordance with Clause 3 of the Conditions.
1.6 “Seller” means Commercial Netmakers Pty Ltd and its successors and assigns.
2.1 Any instructions whether written or verbal, received by the Seller from the Purchaser
for the supply of Goods and/or the Purchaser’s acceptance of Goods supplied by the
Seller, shall constitute acceptance of these Conditions.
2.2 Where more than one Purchaser has entered into this agreement, the Purchaser shall
be jointly and severally liable for all payments of the Price and performance of the
2.3 Upon acceptance of these Conditions by the Purchaser the terms and condition hereof
are irrevocable and can only be rescinded or amended in accordance with these
Conditions or with the written consent of the Seller.
2.4 None of the Seller’s agents or representatives are authorised to make any
representations, statements, conditions or agreements not expressed by the Seller in
writing nor is the Seller bound by any such unauthorised statements.
2.5 The Purchaser undertakes to give the Seller not less than fourteen (14) days prior
written notice of any proposed change in the Purchaser’s name and/or any other
change in the Purchaser’s details (including but not limited to, changes in the
Purchaser’s address, facsimile number, or business practice).
3.1 The Purchaser agrees and acknowledges that any Quotations provided by the Seller to
the Purchaser have been prepared by the Seller in reliance on the information and
specifications provided by the Purchaser.
3.2 The Purchaser agrees and acknowledges that it is solely responsible for providing the
correct information and specifications to the Purchaser for the purposes of the Seller
providing the Purchaser with a Quotation for the supply of the Goods.
3.3 Any Quotation provided by the Seller to the Purchaser is only valid for a period of thirty
(30) days from the date of the Quotation but no later unless otherwise agreed between
the Seller and Purchaser.
4 Delivery and installation
Delivery of Goods
4.1 The Purchaser acknowledges that any agreed or stated delivery period is an indication
only of the anticipated period for delivery of the goods and that such an agreement
does not make time of the essence for these terms.
4.2 The Purchaser is not relieved of the obligation to accept the Goods because of any
delay in delivery.
Installation by Seller
4.3 Any installation specified in the Quotation will only be done during normal business
hours, and only if there is reasonable access and space. The Purchaser must obtain
any permit, licence or approval necessary for the installation. The Seller is not liable
for any loss or damage caused by the installation.
5.1 The Purchaser must pay each invoice issued within fourteen (14) days of the date of
the invoice, unless otherwise stated in the Quotation, or agreed to in writing with the
5.2 Before the Seller will commence any works or supply any Goods to the Purchaser, the
Purchaser must pay to the Seller the amount of the deposit contained in the Quotation.
5.3 Subject to clause 6.3 of these Conditions, the Purchaser agrees that the deposit is fully
non-refundable for any reason not attributable to the Seller unless agreed to by the Seller in
Goods remain property of Seller until payment
5.4 The Goods remain the Seller’s property until payment in full is received by the Seller
from the Purchaser and the Purchaser must:
5.4.1 Store goods which have not been paid for separately; and
5.4.2 the Purchaser must not give away or sell the Goods until the Purchaser has
paid in full all amounts owing to the Seller for the Goods.
6 Risk, insurance and damage
Risk passes to Purchaser on delivery
6.1 The risk in the Goods passes to the Purchaser when they are delivered to the Purchaser or collected by the Purchaser.
Damage discovered after delivery
6.2 The Seller will not be liable for damage discovered after delivery unless both of the
6.2.1 The Purchaser gives written notice to the Seller within four days after the
date of delivery.
6.2.2 The Purchaser gives the Seller reasonable opportunity to inspect the goods
in the same condition and place in which they were delivered.
Seller’s liability for defective Goods
6.3 The Seller is liable for a defect in Goods it manufactures that arises from faulty design,
materials or workmanship, but not from fair wear and tear. The Seller is only liable if
the defect appears within six (6) months after the date of delivery. In the case of
Goods not manufactured by the Seller, the Seller will give the Purchaser the same
benefit of any warranty as given to it by the manufacturer or supplier of Goods to the
extent that the Seller is able to successfully claim under that warranty.
Purchaser must deliver defective Goods to Seller
6.4 The Purchaser must deliver defective goods to the Seller’s premises or other premises
nominated by the Seller within seven days after the date when the defect is discovered.
Exclusion or limitation of warranties
6.5 Except to the extent to which conditions and warranties implied by law are not able to
be excluded (as defined in the Trade Practices Act 1974, as amended, Australian
Consumer Law, or relevant similar State or Territory legislation), all implied
conditions and warranties in relation to the Goods are excluded.
6.6 To the extent that any implied conditions and warranties cannot be excluded, the
Purchaser agrees that the total liability of the Seller, whether arising as a result of any
negligent or wrongful act or omission by the Seller or any of its servants, employees or
agents or for failure to perform any obligation imposed upon the Seller shall be limited
to the cost of re-supply for any Goods supplied and accepted by the Purchaser.
6.7 Subject to Part VA of the Trade Practices Act 1974 the Seller shall not be liable:
6.7.1 In any way whatsoever for any loss, damage or costs suffered by the
Purchaser or any third party which relates to any Goods provided by or on
behalf of the Seller and the Purchaser hereby agrees to release and
indemnify the Seller from and against any such claims; or
6.7.2 to the Purchaser or any third party for any consequential loss, damage or
costs nor for any loss of actual or anticipated profits, loss of capital gains or
other business gains or profits of any kind whatsoever.
Seller indemnified if Goods used improperly
6.8 The Purchaser will keep the Seller indemnified against any loss, damage or liability
arising from a use of the Goods that is not in accordance with the Seller’s instructions
7.1 The Purchaser must pay the Seller interest on any amount not paid on time. Interest is
payable at a rate of 1.5% compounding interest per calendar month.
Seller’s right to end Agreement
7.2 In the event that the Purchaser fails to perform any of its obligations under this
Agreement the Seller may by written notice to the Purchaser end the Agreement
Seller’s rights if it ends Agreement
7.3 If the Agreement is ended because of the Purchaser’s default and the Purchaser owes
the Seller money:
7.3.1 The money becomes payable immediately to the Seller and bears interest in
accordance with clause 7.1.
7.3.2 The Seller is entitled to enter the Purchaser’s premises and repossess any of
the Goods in the Purchaser’s possession or control.
Defaulting Purchaser liable for Seller’s Costs
7.4 If the Purchaser defaults in payment of any invoice when due, the Purchaser shall
indemnify and hold harmless the Seller from and against any and all of the Seller’s costs
and disbursements relating to such default, including on a solicitor and own client basis and
in addition all of the Seller’s nominees costs of collection.
Cancellation of Agreement
7.5 The Seller may cancel these Conditions or cancel delivery of the Goods at any time
before the Goods are delivered by giving written notice outlining the reasons for
cancellation. The Seller shall not be liable for any loss or damage whatever arising
from such cancellation.
7.6 At the Seller’s sole discretion, the Purchaser may cancel supply or delivery of the Goods. In
the event that the Purchaser cancels the supply or delivery of the Goods the Purchaser
shall be liable to the Seller for payment of the Price, or any costs incurred by the Purchaser
up to the time of cancellation, at the Seller’s sole discretion.
Seller’s rights if unable to perform
7.7 The Seller will not be in breach of this Agreement with the Purchaser for any delay in
performing, or failure to perform, its obligations under these terms and conditions fi that
delay or failure was due:
7.7.1 To an Act of God, war, government control, storm, fire, tempest, strike,
lockout or any other cause or circumstances beyond the Seller’s reasonable
7.7.2 By its inability to procure services, materials or articles required for the
performance of its obligations under the Agreement except at enhanced
prices. In these circumstances, the Seller may at its sole option, delay the performance of, or cancel the whole or any part of the Agreement without liability to the Purchaser.
8.1 The Purchaser must not sell or assign its rights under this Agreement without the prior
written approval of the Seller.
Description of Goods
8.2 The description of the Goods specified in the Quotation is given for identification only
and does not create a contract of sale by description.
8.3 These terms and conditions are governed by the law of Western Australia and the
applicable laws of the Commonwealth of Australia.
8.4 If any provision of these Conditions shall be invalid, void, illegal or unenforceable the
validity, existence, legality and enforceability of the remaining provisions shall not
thereby be affected, prejudiced or impaired.
8.5 Waiver by the Seller of a breach of these terms and conditions or any right or power
arising on a breach of these terms must be in writing and signed by the Seller. A right
or power created or arising on a breach of these terms is not waived by any failure or
delay in exercising, or a partial exercise of that or any other right or power.
9.1 We may register any actual or impending security interest (in any manner we
consider appropriate) in relation t any security interest contemplated or constituted
by this agreement in the equipment and the proceeds arising in respect of any
dealing in the equipment.
9.2 You undertake to:
(a) do anything that is required by us, so that we acquire and maintain one or
more perfected security interests under the PPSA in respect of the equipment and its
proceeds, and to register a financing statement or financing change statement, and
to ensure that our security position , rights and obligations, are not adversely
affected by the PPSA.
(b) Not register a financing change statement in respect of a security interest
contemplated or constituted by this agreement without our prior written consent.,
(c) not create or purport to create any security interest in the equipment not
register or permit to be registered, a financing statement or a financing change
statement in relation to the equipment in favour of a third party without our prior
9.3 You agree to notify us in writing of any change to your details as set out in the
credit application, within 5 days for the date of such change