1. IN ACCEPTING DELIVER OF THE GOODS SPECIFIED, THE CUSTOMER AGREES THAT THEY WILL BE BOUND BY WILLACH AUSTRALIA PTY LTD
A.C.N. 122 984 981 (“WILLACH”) TERMS AND CONDITIONS OF SALE AS SET OUT HEREIN
1.1 Unless otherwise agreed by Willach in writing, the Terms apply exclusively to every Agreement and cannot be varied or replaced by any other terms, including the Customer’s terms and conditions of purchase (if any).
In these Terms:
“ACL” means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) and its associated Regulations as amended;
“Agreement” means any agreement entered into for the supply of Goods by Willach to the Customer;
“Customer” means the person jointly and severally if more than one, acquiring the Goods from Willach;
“Goods” means as stipulated in the Quotation and any other ancillary or accessory goods provided in relation to the Quotation;
“GST” means the Goods and Services tax as defined in A New Tax System (Goods and Services Tax) Act 1999 as amended;
“Intellectual Property” means all copyright, trademarks, designs, specifications, confidential information (whether registrable or not) owned or licensed by Willach in respect of the Goods or Services, or their installation, operation, location or design;
“Order” means any offer from the Customer to acquire Goods;
“Site” means the site where the Goods are to be delivered.
3. FAMA PRODUCTS – CLADDING AND INSTALLATION
3.1 The Customer’s shop fitter will be responsible for supplying the cladding for and installing all FAMA products. Willach will provide respective technical drawings showing dimensions of the cladding and provide installation guides. The Customer is responsible for informing the shop fitter of their responsibilities under this clause.
4.1 Unless otherwise agreed in writing, prices specified whether by Quotation or in a Price List, for the supply of the Goods exclude:
b) Freight, delivery, insurance and other charges arising from the point of dispatch of the Goods from Willach’s Melbourne warehouse to the Customer’s site.
c) The costs payable by the Customer to third party providers, such as the Customer’s nominated shop-fitter.
5.1 Payment for the Goods must be made by the Customer to Willach at the times and in the manner specified in the Quotation.
5.2 Payment must be made to Willach without any deduction or set-off.
5.3 Willach reserves the right to delay delivery of the goods until payment has been made in full prior to delivery of the Goods.
5.4 Willach will not be liable for any loss or damage suffered by the Customer or any third party arising out of the Customer’s failure to make timely payment for the Goods.
6. PASSING OF PROPERTY
6.1 Until Willach receives full payment in cleared funds for all Goods and Services supplied by it to the Customer, as well as all other amounts owing to Willach by the Customer:
a) title and property in all Goods remain vested in Willach and do not pass to the Customer;
b) the Customer must hold the Goods as fiduciary bailee and agent for Willach;
c) the Customer is required to hold the proceeds of any sale of the Goods on trust for Willach in a separate account with a bank to whom the Customer has not given security however failure to do so will not affect the Customer’s obligation to deal with the proceeds as trustee.
7. RISK AND INSURANCE
7.1 Unless otherwise agreed in writing, the risk in the Goods and all insurance responsibility for theft, damage or otherwise will pass to the Customer immediately on the Goods being unloaded at the Site or at other premises specified by the Customer.
7.2 The Customer assumes all risk and liability for loss, damage or injury to persons or to property of the Customer, or third parties arising out of the use or possession of any of the Goods sold by Willach unless recoverable from Willach on the failure of any statutory guarantee under the ACL.
8.1 The Customer acknowledges that:
a) it has not relied on any service involving skill and judgment, or on any advice, recommendation, information or assistance provided by Willach in relation to the Goods or Services or their use or application.
b) it has the sole responsibility of satisfying itself that the Goods or Services are suitable for the use of the Customer or any contemplated use by the Customer, whether or not such use is known by Willach.
9.1 Unless otherwise agreed:
a) Willach will arrange for the delivery of the Goods to the Customer, at the Customer’s cost; and
b) delivery of the Goods will be deemed to have occurred at the point of unloading the Goods at the Site or at other premises specified by the Customer.
9.2 The Customer indemnifies Willach against any loss or damage suffered by Willach, its sub-contractors or employees as a result of delivery and installation, except where caused by Willach’s negligence.
9.3 If the Customer believes that the Goods have been damaged during delivery, the Customer must notify Willach in writing immediately on delivery of the Goods and provide photographic evidence of the damage. Photographs must be taken both before and after unwrapping the Goods.
9.4 Any period or date for delivery of Goods stated by Willach is intended as an estimate only and is not a contractual commitment. Willach will use its reasonable endeavours to meet any estimated dates for delivery of the Goods.
10.1 Except as the Terms specifically state, or as contained in any express warranty provided in relation to the Goods or Services, the Agreement does not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services or any contractual remedy for their failure.
10.2 Willach is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party.
10.3 Nothing in the Terms is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of Goods or supply of Services which cannot be excluded, restricted or modified.
11. INTELLECTUAL PROPERTY
11.1 The Customer acknowledges that it has no proprietary right or interest in the Intellectual Property.
11.2 The Customer must not register or record or attempt to register or record anywhere in the world the Intellectual Property or any part thereof or anything similar to it or aid or abet anyone else to do so.
11.3 Any Intellectual Property provided to the Customer by Willach remains Willach’s exclusive property and must be returned to Willach on demand and must not be copied or communicated to any third party without Willach’s express written consent.
12.1 The law of Victoria from time to time governs the Terms.
12.2 Willach is bound by the Privacy Act 1988 and takes steps to ensure that all personal information obtained in connection with the Customer will be appropriately collected, stored, used, disclosed and transferred in accordance with the National Privacy Principles (“NPPs”). Such information may be accessed by request to Willach in accordance with the Privacy Act.
Questions about the Terms of Service should be sent to us via email to firstname.lastname@example.org.