The placement of your order with Matchmaster Communications Pty Limited (Matchmaster) for the items specified (the Goods) will constitute your acceptance of the following terms and conditions:
- All prices quoted or stated by Matchmaster are current prices and subject to change without notice.
- All goods are sold on the condition that you must pay all additional costs such as GST, stamp duty, fees, levies and charges of any nature whatsoever and transportation costs. GST will be charged on all Goods purchased.
- The price and all additional costs must be paid to Matchmaster no later than 30 days from end of month and in this regard, time will be of the essence. A discount of 2.5% will be allowed if payment is received within 10 days of the invoice date. Discounts taken after 10 days from the invoice date will be disallowed.
- If you fail to comply with Matchmaster’s terms of payment, Matchmaster reserves to itself the right to:
- cancel all agreed discounts or rebates; and
- charge interest upon all outstanding amounts at an interest rate not less than 1% in excess of the NAB Limited indicator lending rate as published from time to time.
- All delivery times are estimates only and Matchmaster will not be liable for any loss or damage resulting from delays in delivery. Delays in delivery will not entitle you to cancel your order.
- Matchmaster is not responsible for any loss or damage to Goods in transit.
- Matchmaster reserves the right to over or under supply an order within reasonable limits and you accept that you will, in the event of over supply, pay for Goods delivered in addition to those ordered at the contract rate for such Goods.
- If Matchmaster agrees to deliver Goods to you on an instalment basis for an indefinite period then you agree that Matchmaster will be entitled to purchase and hold, at any time, Goods sufficient to satisfy your requirements for one year.
- A delivery docket will be sent to you with the Goods and an invoice will be sent to you within 7 days of the date of delivery.
4. Short delivery
You may not reject the Goods for any shortage of Goods delivered. You waive any claim for any shortage of Goods delivered if a claim in writing has not been lodged with Matchmaster within 7 days from receipt of the Goods by you.
5. Exclusion of liability
- Matchmaster provides no warranty of any kind where the Goods are installed and/or used in conjunction with goods of a supplier other than Matchmaster and denies all liability for any damage whatsoever suffered by any person arising from such use.
- Where goods are manufactured by Matchmaster in accordance with specifications provided by you, you will indemnify Matchmaster against any claims made against it by any third party in respect of the Goods including, without limitation, any claims in respect of infringement of a patent, registered design, trademark or copyright.
- Matchmaster will not be liable for any loss, damage or injury (whether physical or financial) whatsoever including, without limitation, any loss, damage or injury arising out of negligent acts or omissions of Matchmaster or its agents and any consequential loss, damage or injury.
- You will indemnify Matchmaster against all losses and expenses which it may suffer or incur due to your failure to fully observe your obligations set out in these terms and conditions.
- Nothing contained in this clause 5 will be read or applied so as to purport to exclude, restrict or modify the application of the provisions of the Competition and Consumer Act 2010 or any relevant state or territory legislation which by law cannot be excluded, restricted or modified and, to the extent that any such statute permits Matchmaster to limit its liabilities in respect of any defect in the Goods due to either faulty material or workmanship, then Matchmaster’s liability is hereby limited to:
- in the case of goods, the repair or replacement of the Goods or the supply of equivalent goods, or payment of the cost of repair or replacement of the Goods or the acquisition of equivalent goods;
- in the case of services, the supply of the services again or the payment of the cost of having the services supplied again.
6. Reservation of title
6.1 Notwithstanding delivery of the Goods to you, until you pay for the Goods and any additional costs in full and for any other goods previously supplied to you by Matchmaster:
- legal title to the Goods will remain with Matchmaster;
- the risk in the Goods will pass to you on delivery to you or your agent or upon collection of the Goods by you or your agent (including your courier);
- the relationship between Matchmaster and you will be fiduciary;
- you will:
- hold the Goods as bailee for Matchmaster;
- keep the Goods separate from other goods; and
- label the Goods so that they are identifiable as the Goods of Matchmaster;
- with our consent (which is given), you are at liberty to sell the Goods, in the ordinary course of your business, provided that the money resulting from the sale will:
- be held in a separate account in trust for us;
- not be mingled with other money;
- not be placed into an overdrawn account; and
- you account to Matchmaster for those proceeds and;
- in the event that you use the Goods in some manufacturing or construction process of your own or of some third party then you will hold such part of the proceeds of such manufacturing or construction process as relates to the Goods in trust for Matchmaster. Such part will be deemed to equal in dollar terms the amount owning by you to Matchmaster at the time of receipt of such proceeds.
6.2 You are not an agent of Matchmaster in any sale of the Goods by you.
6.3. If you make default under these terms and conditions Matchmaster may without demand retake possession of the Goods and may without notice sell the Goods on such terms and in such manner as it determines and will be entitled to deduct all expenses incurred. For the purposes of recovering possession and without limiting the generality of the foregoing, you irrevocably authorise and license Matchmaster and its servants and agents to enter any premises where any goods may be stored and to take possession of the Goods.
- Unless otherwise defined in these Terms and Conditions of Sale, the capitalised words and expressions used in this clause have the meanings given to them in the Personal Property Securities Act 2009 (PPSA).
- You acknowledge and agree to grant to Matchmaster a Security Interest in the Goods and their Proceeds, including any Accounts and Accessions, by virtue of clause 2 above of these Terms and Conditions of Sale.
- You acknowledge that any purchase by you on credit terms from Matchmaster, or any retention of title supply pursuant to these Terms and Conditions of Sale, constitutes a Purchase Money Security Interest as defined in the PPSA.
- You agree that:
- these Terms and Conditions of Sale or, subject to Matchmaster giving you at least 30 days notice, such other terms and conditions as Matchmaster may adopt from time to time, apply to the supply of Goods by Matchmaster to you to the exclusion of all other terms and conditions of sale or purchase and constitute a Security Agreement pursuant to the PPSA;
- no variation to these Terms and Conditions of Sale will be of any effect unless agreed to by Matchmaster in writing;
- the Goods supplied by Matchmaster secure the payment of the purchase price of those Goods and of any other goods supplied by Matchmaster with priority to the fullest extent permitted by law over all other registered or unregistered Security Interests;
- You will do all things necessary, including providing all information Matchmaster requires, to enable Matchmaster to register a Financing Statement or Financing Change Statement on the Personal Property Securities Register (PPSR) as a Security Interest and a Purchase Money Security Interest pursuant to the PPSA;
- You will not change your name, ACN or ABN or other details required to be recorded on the PPSR, without first notifying Matchmaster;
- You waive your right to receive a verification statement in respect of any Financing Statement or Financing Change Statement in respect of the Security Interest created pursuant to these Terms and Conditions of Sale.
- You must pay Matchmaster’s costs of any discharge or necessary amendment of any Financing Statement or Financing Change Statement.
- To the maximum extent permitted by law, you agree that sections 129(3), 132(3)(d), 132(4), 134(1), 135, 142 and 143 of the PPSA will not apply.
- To the maximum extent permitted by law, you waive any rights you may have pursuant to, and hereby contract out of sections 95, 96, 117, 118, 121(4), 123, 129(2), 130, 135 and 157 of the PPSA.
- In addition to any other rights under these Terms and Conditions of Sale, Matchmaster may exercise any and all remedies set out in the PPSA including, without limitation, entry into any building or premises owned, occupied or used by you, to search for and seize, dispose of or retain those goods in respect to which Matchmaster has a Security Interest. In this regard you acknowledge that sections 126, 128, and 129(1) of the PPSA, relating to seizure of goods and disposal of seized goods, apply.
- You hereby appoint and authorise Matchmaster as your attorney to sign in your name all documents which Matchmaster reasonably considers necessary to enforce or protect its rights and powers under these Terms and Conditions of Sale and to protect, preserve and enforce its rights under the PPSA.
8. Return of goods
Matchmaster will not be under any obligation to accept Goods returned by you and will do so only on terms to be agreed in writing in each individual case.
Matchmaster will not accept the return of non-standard Goods or Goods made to your specifications. If replacement of Goods is sought on the basis that the Goods are damaged, such damage must be brought to Matchmaster’s attention immediately upon receipt of the Goods by you.
Matchmaster reserves the right to make a reasonable charge for storage if delivery instructions are not provided by you by the time required or the Goods are not collected by you by the agreed date.
10. Cancellation and changes
No order may be cancelled except with the consent in writing and on the terms, which will indemnify Matchmaster against all losses. No changes to an order or these conditions will be made without the written agreement of Matchmaster.
Unless agreed to the contrary in writing, Matchmaster reserves the right to supply goods with the same properties and capacities as the Goods in substitution for the Goods.
No provision of these conditions and no breach of any provision will be deemed waived by reason of any previous waiver of any breach hereof.
13. Applicable law
This agreement is governed by the laws of the State of New South Wales and all disputes will be subject to the jurisdiction of the courts of New South Wales.