These are the entire Terms and Conditions of Sale of all goods, materials and services (“the Goods”) supplied by BISALLOY STEELS PTY LTD (ABN 27 001 641 292) or any of its Related Bodies Corporate as defined in the Corporations Act 2001 (the “Company”) to any person, firm or company placing an order with the Company (“Customer”).

GENERAL

1. Any quotation by the Company is not an offer to sell or to provide Goods.  The Company will not be bound by any order unless it has been accepted in writing by a duly authorised officer of the Company.
2. All orders accepted by the Company are deemed to include these Terms and Conditions of Sale. The Company may at any time alter these Terms and Conditions of Sale and the altered Terms and Conditions of Sale will apply to all further orders after notification by the Company to the Customer.
3. Any terms or conditions contained in any order, offer, acceptance or other document of the Customer and all representations, statements, terms and conditions and warranties (whether implied by statute or otherwise) not included in these Terms and Conditions of Sale are expressly excluded to the maximum extent permitted by law.

PRICES

1. Prices are those referred to in the invoice issued by the Company and/or arrangements current at the date of issue. Prices are subject to change without notice.
2. Unless otherwise agreed in writing, prices are quoted Cost and Freight to Australian or New Zealand capital cities.
3. Unless otherwise agreed in writing, all prices are strictly net of any taxes or additional delivery charges.  Goods and Services Tax (“GST”), sales tax or any other applicable tax or duty payable must be paid by or reimbursed by the Customer to the Company on demand and the Customer must indemnify and keep the Company indemnified in respect of all taxes and duties (including GST) arising out of any sale of Goods or the subsequent use of Goods after sale to the Customer.

TERMS OF PAYMENT

1.  Unless otherwise agreed in writing, the Customer must make payment within 30 days after the end of the month in which the Goods are invoiced.  The provision of credit is at the Company’s sole discretion.
2. The Customer must not withhold payment of any account by reason of any account query, dispute, set off or technical investigation.  The Customer agrees to pay the Company’s administration and handling fees in respect of any copies of documents required or other processing involved in the conduct of the account.

DELIVERY

1. The Customer is responsible for the cost of delivery and the Customer must pay the delivery charges stipulated by the Company from time to time.  The Company may, in its absolute discretion, determine the method of transport.
2. Any date or time quoted for delivery is an estimate only.  The Company will endeavour to effect delivery at the time or times required by the Customer.  However, failure to do so does not confer on the Customer any right to cancel the order or refuse delivery or render the Company liable for any loss or damages directly or indirectly sustained by the Customer as a result of any difference between the estimated time and actual date of delivery.
3. The Company’s obligation to deliver is discharged upon arrival of the Goods at the Customer’s nominated delivery destination, nominated transport company, nominated agent or the address appearing on the invoice whichever occurs first.  The Customer must unload the Goods upon delivery, provided that if the Customer is unable or unwilling to accept physical delivery of the Goods when the Goods are ready for delivery, the Company is entitled to charge a fee for any delay, or arrange for the storage of the Goods at the risk and cost of the Customer including all transportation, storage and other consequential costs.  The Company may, at its sole discretion, make and invoice partial deliveries and each partial delivery will be treated as a separate sale pursuant to these Terms and Conditions of Sale.

INSPECTION

1. The Customer must examine the Goods immediately after delivery.  The Company is not liable for any misdelivery, shortage, defect or damage unless the Company receives details in writing within 7 days of the date of delivery of the Goods.

PROPERTY AND RISK

1.  Risk in the Goods supplied to the Customer by the Company passes to the Customer on delivery.  Title to and property in the Goods will not pass to the Customer until payment is made in full for all Goods supplied to the Customer by the Company at any time for which payment remains outstanding.
2. Prior to title passing to the Customer, the Customer holds the Goods as fiduciary agent and bailee of the Company and, pending resale or utilisation in any manufacturing or construction process, must keep the Goods separate from its own, properly stored, protected, readily identifiable and insured.
3. The Customer may resell the Goods before title passing, provided that any such resale is at arms length and on market terms. The Customer will receive all proceeds of any dealing with such Goods on trust for the Company and will keep such proceeds in a separate account until all liability to the Company has been discharged.
4. The Company is to have power to appropriate payments to such Goods and accounts as it thinks fit notwithstanding any appropriation by the Customer to the contrary.  For the purposes of section 14(6)(a) of the PPSA, this clause 16 constitutes the method of payment application agreed by the parties.
5. In the event that the Customer uses the Goods in some manufacturing or construction process of its own or some third party, then the Customer will hold:
6. such part of the product of such manufacturing or construction process as relates to the Goods; and
7. such part of the proceeds of such manufacturing or construction process as relates to the Goods,
8. in trust for the Company. For the purpose of this paragraph, the expression “such part” means an amount equal in dollar terms to the amount owing by the Customer to the Company at the time of manufacture or construction, or the receipt of such proceeds (as the case may be).
9. The right to resell, use in manufacture or construction, on-sell, deal or otherwise dispose of the Goods in the normal course of trade may be revoked at any time by the Company and automatically ceases if an Insolvency Event occurs.