1. GENERAL
1.1 These Terms of Sale shall apply to all sales of goods by Workspace Commercial Furniture Pty. Ltd. ("Workspace") to the customer named hereon ("the Customer").
1.2 In these Terms of Sale Workspace includes its servants and any subsidiary or duly appointed agent or contractor.
2. PAYMENT
2.1 Unless otherwise agreed to in writing all goods will be supplied on Cash on Delivery (C.O.D.) basis.
2.2 Workspace will be entitled to the payment of 30% of the price of the goods as a deposit upon the customer placing an order and accepting these Terms of Sale.
2.3 Where there is a disputed invoice, the undisputed amount must be paid leaving the disputed amount unpaid while the invoice or claim is being investigated.
2.4 Payment method will be accepted in cheque, cash or direct bank credit. Credit card facilities are available with the following charges applicable at the customers cost; VISA/MASTERCARD 2.15% and AMEX 2.75%
3. ORDERS
3.1 Any quotation made by Workspace to a customer will be an invitation to treat only, and must not be construed to operate as an offer or obligation to sell.
3.2 All quotations given by Workspace are automatically withdrawn after thirty days from the date of the quotation unless otherwise specified in the quotation.
3.3 Acceptance by Workspace of verbal orders will be revoked unless a Purchase Order is received within two (2) working days.
3.4 On acceptance of the Quotation in accordance with clause 3.2 and 3.3 herein cancellation by the customer either whole or in part will not be accepted unless agreed and accepted by the company in writing. Any material purchases or labour costs incurred prior to the date of cancellation will be payable by the customer. The customer will be deemed to have accepted the terms of sale upon placing an order with Workspace.
3.5 There will be an additional charge for any additional work requested by the customer resulting from alterations or any other variation contrary to the terms stated in the quotation, and the completion date may be delayed. Verbal instructions to carry out additional work or a variation of work must be confirmed in writing by the customer within seven days of receipt.
3.6 Workspace will not be liable for any performance failures caused beyond it's own reasonable control. Such causes include, but are not limited to; acts of nature, fires, floods, earthquakes; strikes, lockouts; embargoes; wars; labour or material shortages; riots; defaults of Workspaces' suppliers or subcontractors and delays in transportation.
3.7 Where the Hire of Furniture is required, a Bond equivalent to the value of the goods hired will be paid prior to the release of the furniture. The refund of this bond is subject to the condition of the returned furniture and the amount of refund is at the discretion of Workspace. This charge is separate to the costs of hiring the furniture which again is paid prior to the release of the furniture.
4. CREDIT APPLICATION
Where credit facilities are requested a credit application form must be completed and returned to Workspace prior to the acceptance of any order.
5. OWNERSHIP AND RETENTION OF TITLE
5.1 Workspace reserves the following rights in relation to the goods until all accounts owed by the Purchaser to the Vendor are fully paid.
a. Ownership of the goods.
b. The right to enter the customer's premises (or premises of any associated company or agent where the goods are located) to retake possession of the goods without liability for trespass or any resulting damages.
c. To keep or resell any goods repossessed.
5.2
a. The relationship between Workspace and the customer will be fiduciary and the customer will hold the goods as bailee for Workspace in separate storage and in a manner so they may be identified and cross-referenced to particular invoices.
b. Notwithstanding that the customer has the right to on-sell, there will be no passage of title but rather the sale will be on account of Workspace. The moneys resulting from such sale must be kept separate in a trust account until payment is made in full to Workspace. If payment is defaulted pursuant to clause 6 the funds from the trust account will be made available at request to Workspace.
6. DEFAULT
If the Customer defaults in making payment to Workspace in accordance with these Terms of Sale or, (being a corporation), has a Receiver, Receiver and Manager, Administrator, Liquidator (provisional or otherwise) or Controller appointed, or, (being a natural person), commits an act of bankruptcy, dies or becomes of unsound mind or permanently disabled:-
a. Workspace shall have the immediate right, without prejudice to any of its other rights, to retake or resume possession of or all of the goods and, by its servants and/or agents, enter onto the premises and in doing so we may take such steps to gain access as is necessary for us to re-take the goods.
b. should the goods be repossessed, the Customer will reimburse Workspace for any damage caused to the goods and agrees to pay Workspace upon demand an amount equal to the costs of repairing such damages. Workspace is entitled to recover as liquidated damages from the Customer the difference between the re-sale price and the unpaid price.
c. the Customer shall not be thereafter be entitled to purchase goods on credit from Workspace unless Workspace has agreed to same in writing.
d. Workspace may in its absolute discretion debit the Customer's account with:-
(i) interest calculated on the portion of the Customer's account overdue at time to time at the rate equivalent to 1.5% a month from the date on which such default arose; and
(ii) all collection fees and commissions, administrative costs, out-of-pocket expenses and legal costs incurred by Workspace as a direct or indirect consequence of such default.
e. Workspace may withdraw credit facilities at any time without notice.
7. LEASING ARRANGEMENTS
7.1 In the instance where leasing is required, such arrangements must be in place before commencement of any work. The leasing institution must provide Workspace with a letter of authority and agreement to provide payment of all monies due in pursuant to this order.
7.2 If during the course of the contract, the Customer decides to lease the goods, then the order will be re-invoiced to the leasing institution and should there be any delays with payment an interest rate of 1.5% per month or part thereof will become due and payable from the date of the original invoice.
8. DELIVERY/RISK
8.1 Unless otherwise agreed by the parties the risk of the goods passes from Workspace to the customer at the time of delivery being the physical transfer of the goods by Workspace to the customer for the purpose of delivery.
8.2 The customer will pay all the expenses of and incidental to putting the goods into a deliverable state unless it is otherwise agreed between the parties.
8.3 Workspace reserves the right to apply charges to a customer's account where completed furniture items are ready to be delivered and the purchaser will not accept delivery and some or all of the furniture items require storage for a period of 21 days or more. This will apply where furniture is completed as per a previous agreed date or as per Workspace's standard lead times and the purchaser has not given Workspace a minimum of 28 days prior notification of their inability to accept delivery. Storage costs will be charged at the current commercial rate for storage space. Workspace will waive any storage fees where completed furniture stored for a period of up to 90 days is paid for in full by the customer 21 days of the storage period beginning.
9. GOODS AND SERVICES TAX
9.1 Goods and Services tax included in any quotation is based on the rate of assessment in force as at the date of quotation. Any variations in the rate of tax occurring between the time of quotation and the time of order will be added or subtracted to the price and shall be paid by the Customer.
10. GUARANTEE
The following warranty outlines Workspace's commitment to the products it manufactures. The warranty is for the initial purchaser of Workspace products and is valid for as long as the product is owned by the initial purchaser. The warranty is not transferable.
The warranty period runs from the date of manufacture, and covers defects in materials and craftsmanship detected during normal use. It is not enforceable by the customer if the goods are misused or mistreated and is limited to damage or fault arising from normal commercial application for which the product has been designed. This is an Australian warranty and is only enforceable within the boundaries of Australia. If a product is found to be defective and notice is given to Workspace within the applicable warranty period then Workspace will, at its option, either repair or replace the defective product with a comparable product.
Warranty period: Unless listed here as an exception, the warranty period for Workspace products is 10 (ten) years.
Exceptions: Eclipse chair (5 year warranty)
Quadra chair (3 year warranty)
The warranty period is dependent upon the usage of the product and is intended to apply to a product which is used for not more than 40 hours per week. If the ongoing level of usage is found to be greater, then Workspace reserves the right to proportionally reduce the warranty period, for instance a product that is used for 60 hours per week will have its warranty period reduced to 6.6 years.
This warranty does not apply to "normal wear and tear", or to damage caused by transportation or other movement of the product, or as a result of any alteration which is carried out without written authorization from Workspace. This warranty does not apply to any COM (Customer's Own Material) used in the manufacture of a product.
Workspace is pleased to advise clients of the suitability or otherwise of fabrics used in their upholstered products, but will not be responsible if a client's fabric selection results in a poor upholstery finish when advice is either ignored or is not sought at all.
Workspace does not warrant the colourfastness or matching of colour, grain or texture of timber, leather or fabric. A natural variation occurring in timber or leather is not considered a defect under the terms of this warranty.
A product will not be considered defective and Workspace will be under no obligation to repair or replace a product if it is not installed and used in accordance with Workspace guidelines, whether written or verbal.
Workspace will not be responsible for the costs associated with the return of any faulty goods to the place of origin, or any on-site repairs other than those associated with the actual repair of the goods in question.
This warranty will not apply to any product supplied by, but not manufactured by Workspace, however the manufacturer's warranty (if any) will be passed on to the customer.
11. RETENTION MONEY
The customer must not keep retention money unless agreed upon in writing by both parties.
12. COPYRIGHT
All drawings and data issued by Workspace for the purpose of a quote or order are made and remain Workspaces' property and comprise confidential information and copyright material and no one shall have any right or license to use or disclose to third parties these drawings or data without Workspaces' express written consent.
13. DESIGN LAYOUT RESPONSIBILITY
In the case where any designs, floor plans and specifications are provided to Workspace by the Customer, the Customer agrees to indemnify Workspace against any liability or costs including the costs of preparing any quotation arising from any errors, omissions, design infringement, copyright infringement, alleged infringements or misuse of confidential information arising out of the performance of Workspace of any contract created by acceptance of this quotation.
14. PRIVACY ACT AUTHORITY
For the purpose of assessing a Customers credit worthiness and the collection of payments, the Customer authorises Workspace to make enquiries they deem necessary from persons nominated by the Customer as trade referees, the Customer's creditors, bankers and financiers, credit providers and credit reporting agencies.
15. WAIVER OF TERMS
Any failure, relaxation or delay by Workspace in exercising any power or right conferred upon Workspace by these terms of sale does not operate as a waiver of that power or right, and no single or partial exercise of any right, power or privilege precludes Workspace of any further exercise of that right or any other right, power or privilege under these terms of sale.
16. LEGAL INTENT
All contracts between Workspace and the customer will be governed in all respects in accordance with the law of South Australia and the parties submit the jurisdiction of the courts of that state.
17. SEVERABILITY
Every clause is independent of the other. Any clause that is prohibited or unenforceable is ineffective only to the extent of the prohibition or unenforceability and the remaining clauses will remain in force.
28 October 2010
