You acknowledge credit provided by Haven Kitchens by Formica is wholly and predominantly for business purposes.
To assist us with processing your application, please ensure you have the following information ready
Collection of personal information
The kinds of personal information that we collect and hold includes names, contact details, employment history, educational qualifications, government related identifiers (e.g. tax file and inland revenue numbers, driver licence information),and other information you voluntarily provide to us, complaint details and other information for our business functions and activities.
We may also collect sensitive information, such as membership of a trade union or professional association, health information and insurance policy information in respect of contractors and prospective employees.
We usually collect personal information directly from the relevant individual. We may collect your personal information when you communicate with us, such as when you:
(a) make inquiries about us, our products and services or contact us for any other reason so that we can process, deal with and respond to your queries or other issues including any complaints; or
(b) contact, register with, post to, like or follow any of our social media websites, pages, forums or blogs; or
(c) use or register on our website; or
(d) register a product you have purchased or subscribe to any of our services; or
(e) register for and attend at events; or
(f) make applications for prospective employment and contracting opportunities with us; or
(g) subscribe to a newsletter, fill out a form or survey, enter or participate in any competitions or promotions.
Collection of personal information on our website or our social media pages will either be made clear from the context (e.g. request to complete information fields) or will state to the user that personal information is being collected.
In addition we may collect information through click tracking (in relation to your use of our website including the content you access and any services you utilise) and through log files or cookies (as further detailed below).
If you do not provide personal information that we request in connection with our activities, we may not be able to provide some or all of our products or services to you or be able to respond and assist in the manner required.
We collect, use, hold and disclose your personal information for the purposes of conducting our functions and business activities, including:
(a) names and contact details, to provide our products and services to our customers and information and all services relating to our products and services;
(b) names and contact details, to record information regarding products purchased from us and to provide further services to you, such as product warranties and guarantees, and repair or replacement of products;
(c) names, contact details, transaction and experience information such as information on your purchase transactions and our communications with you, to assist in providing better products and services to you by tailoring them to meet your needs, to keep our websites and other online presence relevant and of interest to users, for direct marketing including promotions, newsletters and competitions, to show you advertising and information that is most relevant to you and your interests, and to carry out analysis of market activity, market research and surveys;
(d) for verification of your identity for use of our website, to conduct address verification or credit checks for invoicing and billing purposes;
(e) to provide you with further information about us or other websites or goods or services offered by us or our related companies or which we consider may be of interest to you;
(f) names, contact details, educational information, membership of trade and professional associations, sensitive information and government related identifiers, for contracting with individuals and assessing individuals for current or future employment opportunities; and
(g) any other purpose which is stated to you at the time of collection or that you otherwise authorise.
We track traffic patterns throughout the URL (website) registered to us.
We use "cookies" on our website. A "cookie" is a small amount of information which is transferred to the hard drive of your computer and which can identify your web browser, but not you. If you want, you can disable your web browser from accepting cookies. If you do so, you can still access our website, but not all services may be available.
We may automatically collect general statistical information on our website about visitors to our website, such as IP addresses, browsers used, dates visited, pages visited and number of visitors. However, such information does not refer to individuals by name or their contact details. We use this data in aggregate to improve our website. We may provide such aggregated data to third parties, but in so doing, we do not provide identifiable personal information without the individual's consent.
In some instances, we may collect personal information about individuals from third parties, such as wholesale and retail suppliers of home building, renovating and design related products, where individuals have made inquiries about our products to such third parties, via recruitment agencies or from third party medical service providers (which provide medical reports and services to us). In such circumstance we are relying on the third party to have obtained the individual’s consent. We may also obtain personal information from publicly available resources.
We may disclose personal information to:
We may also provide your information to others, if required or permitted by law, in accordance with the Principles and the Privacy Act.
We may disclose your personal information outside the country of collection.
We share personal information outside the country of collection:
You consent to the usage, provision and acceptance of any information, including our latest news or notices, in electronic form in accordance with all applicable legislation.
Unsubscribing from our marketing materials
When we send commercial electronic messages (e.g. for marketing or promotional purposes), our message will contain instructions on how you may unsubscribe.
Our social media pages provide instructions as to how you can unsubscribe from the relevant social media website or page.
When we send you hard copy promotional materials, such materials will include instructions on how you may unsubscribe from receiving such materials.
Advertising and third party links:
Dealing with us anonymously or using a pseudonym
You may deal with us on an anonymous basis or by using a pseudonym when making inquiries through our website or social media pages, or when you make general inquiries by telephone and do not require a further response from us. However, we may need certain contact details from you to respond to inquiries.
Generally, we will require your personal information in order to transact with you.
Storage, Access, Correction and Removal of your Personal Information
Any personal information that you provide to us will be collected and held by or on behalf of us. For our physical address please refer here. Under applicable privacy law, you may have rights of access to or correction of your personal information. You can do so at any time by contacting the Privacy Officer by email at Privacy@FletcherBuilding.com.au, or to the 'Privacy Officer’, Locked Bag 3501,North Ryde BC NSW 1670 or Level 4, 68 Waterloo Road, Macquarie Park, NSW 2113, Australia.
Before we provide you with access to your personal information we may require some proof of identity. We may charge a reasonable fee for giving access to your personal information if your request requires substantial effort on our part.
In accordance with the Privacy Act, if we do not agree to:
(a) provide you with access to your personal information or to amend or annotate the information we hold about you, you may seek a review of our decision; or
(b) make the requested changes to your personal information, you may make a statement about the requested changes and we will attach it to your record.
“Principles” is a reference to the privacy principles under the Privacy Act.
“Privacy Act” is a reference to each of the Privacy Act 1993 (NZ) and the Privacy Act 1988 (Cth) (Australia), and any other applicable privacy laws in New Zealand and/or Australia.
You can send written complaints about a breach of the Principles or the Privacy Act in relation to your personal information by email to Privacy@FletcherBuilding.com.au by mail to the 'Privacy Officer’, Locked Bag 3501,North Ryde BC NSW 1670 or Level 4, 68 Waterloo Road, Macquarie Park, NSW 2113, Australia. Complaints will be reviewed by our Privacy Officer and a response will usually be provided within 30 days of receipt of the complaint.
If you believe that your complaint has not been satisfactorily addressed by us, after following the procedure set out above, you can make a complaint in Australia to the Office of the Information Commissioner (OAIC), or, in New Zealand, to the Office of the Privacy Commissioner (OPC). The OAIC's contact details are here and the OPC’s contact details are here. For more information about making a complaint, contact us at Privacy@FletcherBuilding.com.au.
*As amended November 2015
1.1 In these terms and conditions of sale (“Conditions”):
a. “Application” means the Application for Credit Account and Agreement set out in Section A for purchasing Goods on credit;
b. “Australian Consumer Law” means the Australian Consumer Law in the Competition and Consumer Act 2010 (Cth);
c. “Consumer” means a consumer as that term is defined in the Australian Consumer Law;
d. “Consumer Contract” means a contract for the supply of goods or services to an individual whose acquisition of the goods or services is wholly or predominantly for personal, domestic or household use or consumption. However, if the relevant parts of the definition of ‘Consumer Contract’ under the Australian Consumer Law are amended at any time, this definition is also amended accordingly.
e. “Contract” has the meaning given to that term in clause 2;
f. “Force Majeure Event” means any event outside a party’s reasonable control including acts of Gods, declared or undeclared war, act of terrorism, fire, flood, storm, earthquake, hurricane, cyclone, riot, power failure, industrial action, defaults of manufacturers or suppliers, the inability to obtain equipment, supplies or other facilities that are not caused by a failure to pay labour disputes, theft, any criminal act or other similar events beyond a party’s control that may prevent or delay a party from performing their obligations under any Contract;
g. “Fletcher Group” means Fletcher Building Limited (ARBN 096 046 936) and any of its related bodies corporate (as that term is defined in the Corporations Act 2001 (Cth));
h. “Goods” means goods supplied by us to you from time to time;
i. “Small Business Contract” means a contract for the supply of goods or services where:
However, if the relevant parts of the definition of ‘Small Business Contract’ under the Australian Consumer Law are amended at any time, this definition is also amended accordingly;
j. “we”, “us”, “our” or “the Company” means Laminex Group Pty Limited (ABN 98 004 093 092) trading as The Laminex Group and any member of the Fletcher Group that is named as the party making or accepting an order;
k. “you” means the Customer stated in the Application and any other person(s) acting on your behalf.
2.1 The contract between you and the Company is constituted by: (i) the Conditions; (ii) the Application; and (iii) the extent to which the Company accepts an order in accordance with clause 3.3 (each a “Contract”). The Conditions, the Application and the extent to which the Company accepts the order govern all contracts for the supply of Goods by the Company to you and constitute the entire agreement in connection with the supply of Goods between you and the Company. All prior representations, trade custom or previous dealings between you and the Company are excluded and are not applicable in the interpretation of the Contract. No modification or variation to the Conditions or the Application, any additional terms or conditions or any terms inconsistent with the Conditions or the Application provided by you (whether put forward in the order, your specification or otherwise) will bind the Company, unless expressly and specifically agreed to in writing by the Company. The Conditions and the Application supersede any terms and conditions which have previously governed a contract for the sale of Goods between you and the Company. The Conditions and Application will prevail to the extent of any inconsistency between them and any quotation, order or other documents from you. The Conditions and Application bind you even if you or the Company do not sign them promptly or at all.
2.2 You will purchase and we will supply goods to you on the terms of each Contract. However, we are not obliged to supply goods to you when requested to do so.
2.3 You warrant that the Goods supplied to you under each Contract will be for use in a commercial or business operation and not for personal, domestic or household use or consumption.
2.4 We may at any time, and from time to time, alter these Conditions and/or the Application by notice in writing to you. If the Contract is a Small Business Contract, then you may consider the variation and, if not acceptable, may elect not to proceed with the purchase of Goods ordered before the date of the variation, but which are intended to be subject to the variation. Otherwise, you agree that Goods delivered and/or ordered after the date of a notice of variation will be subject to the variation and acceptance of the Goods or the placing of the order will be deemed to be an acceptance of such varied terms and conditions.
3.1 Any quotation or price list given by us to you does not constitute an offer to sell goods to you. We reserve the right to alter the quote or price list without notice to you.
3.2 Any quotation or price list provided by us to you applies strictly to Goods ordered and delivered to a location within the same state as your address and to which the quotation or price list applies. We reserve the right to reject any orders, or alter prices, for Goods which are to be delivered to an address outside the state of your address or the state to which the quotation or price list applies.
3.3 By ordering goods, you are making a binding irrevocable offer to purchase those goods. We will notify you of our acceptance of your order in writing. Alternatively, our manufacture of goods or delivery of Goods pursuant to your order will be deemed acceptance of your offer to purchase.
3.4 We reserve the right to modify the design of goods and cease to manufacture or supply goods without notice. If the Contract is a Small Business Contract and we modify the design of Goods after we have accepted your order for those Goods:
3.4.1 we will give you notice of the modification in writing; and
3.4.2 you may consider the modification and, if not acceptable, may elect not to proceed with the purchase of Goods ordered before the date of the notice, but which are intended to be subject to the modification.
4.1 Unless otherwise expressly agreed in writing, the price of the Goods will be the price specified in our invoice plus the a mount which we are required to pay on account of any charges which may be levied by any government authority (domestic or foreign) plus any amount that reflects any increase in exchange rates, costs of labour, materials and overheads. If the Contract is a Consumer Contract or a Small Business Contract, then you may consider any alterations to the price referred to in this clause or clause 3.2, prior to the date of dispatch of goods or the performance of services and, if not acceptable, may elect not to proceed with the purchase of Goods ordered before the date of the alteration, but which are intended to be subject to the alteration by providing written notice to us.
4.2 You are responsible for all freight costs. If you nominate a carrier, this must be advised to us in writing in the absence of which we will choose a carrier.
4.3 With the exception of any amount payable under clause 4.4, unless otherwise expressly stated, all amounts stated to be payable by you under any Contract are exclusive of GST.
4.4 If GST is imposed on any supply made under or in accordance with any Contract, the recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable on or for the taxable supply. Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with the Contract subject to the provision of a tax invoice.
4.5 In this clause the expressions "GST, "tax invoice", "recipient" and "taxable supply" have the meanings given to those exressions in the A New Tax System (Goods and Services Tax) Act 1999.
5.1 You agree that until we confirm that a credit facility has been granted to you, all Goods are supplied on a cash before delivery basis.
5.2 Unless otherwise agreed, all amounts owing to the Company on account of Goods supplied to you on credit are due and payable by the last working day of the month following the month in which Goods are delivered or collected.
5.3 You may pay by Visa or MasterCard or American Express. However, a payment surcharge is payable by the Customer if accounts are paid using Visa, Mastercard or American Express credit accounts or accounts using contactless payments (ie: PayWave, PayPass). The payment surcharge is a percentage of the amount being paid and varies depending on the payment method used. The current surcharge rate will be notified by us from time to time. As at the date of these Conditions, the surcharge rate is, 1.25% for Visa or Mastercard and 2.97% - American Express.
That payment surcharge is payable at the same time as the account to which it relates is due.
5.4 You agree that if you fail to pay in accordance with this clause 5, without prejudice to any of our rights, we may:
(a) charge a late payment fee of two percent (2%) plus GST on all amounts paid by credit card;
(b) charge interest on debts at four percent (4%) above the rate prescribed pursuant to the Penalty Interest Rates Act (Vic) 1983 from time to time;
(c)charge a dishonour handling fee at the rate advised by us from time to time where we are unable to obtain payment from your credit card provider or a cheque is not paid by your bank;
(d) recover all collection costs and expenses incurred in collecting overdue accounts;
(e) withhold supply;
(f) sue for the money owing on the Goods.
5.5 The late payment fee and any interest will be charged daily from the due date for payment until the actual date of payment and will be payable together with the overdue amount. The parties agree that the fees and interest charged pursuant to clause 5.4 are a genuine pre-estimate of the loss that will be suffered by the Company for late payment.
5.6 Any forbearance by us in charging any of the fees set out in clause 5 does not constitute a waiver of our right to do so in the future.
6.1 We reserve the right to deliver Goods by instalments. Any delivery times notified to you are estimates only. If you request us to postpone delivery of the Goods beyond the delivery date or dates specified in your order, we may agree to do so if you agree to pay an additional fee for such postponement.
6.2 If we do not receive delivery instructions sufficient to enable us to dispatch the Goods within fourteen (14) days of you being notified that the Goods are ready for delivery, you will, from the fifteenth day after notification:
(a) be deemed to have taken delivery of theGoods;
(b) be liable for reasonable storage charges, payable monthly on demand;and
(c) assume risk in the Goods.
6.3 Containers (which includes but is not limited to stillages, formers and pallets) in or on which Goods are delivered and for which a deposit charge is made, remain our property. Upon the containers’ return in good order the deposit will be returned to you. We reserve the right to deduct moneys from your deposit to compensate us for any damage to the container(s).
7.1 Any claim by you as to breach of the Conditions must be made to us in writing within seven (7) days of delivery, for which time is of the essence, except in the case of a claim involving a Consumer or Small Business Contract alleging a breach of the guarantees under the Australian Consumer Law.
7.2 If you do not notify us of any claim within seven (7) days of delivery in accordance with clause 7.1, the Goods are deemed accepted by you in compliance with the Conditions.
7.3 If you are a Consumer, the provisions of this clause 7.3 apply:
(a) The Goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and to compensation for any other reasonably foreseeable loss or damage in accordance with the Australian Consumer Law. You are entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.
(b) If you believe the Goods do not comply with the statutory guarantees, you must contact the Company and the parties may make arrangements for the return of the Goods. Any returned Goods must be accompanied by proof of purchase. If the Company agrees that the Goods do not comply with the statutory guarantee, the Company will refund the costs of returning the Goods to the Company and, in all other respects, act in accordance with its obligations under the Australian Consumer Law.
(c) Subject to clause 13, all other terms, representations, warranties, guarantees and conditions that might otherwise be granted or implied by law are expressly excluded to the maximum extent permitted by law, unless agreed by the Company in writing. The Company does not exclude, restrict or modify any liability that cannot be excluded, restricted or modified except to a limited extent, as between you and the Company by law.
7.4 If you are not a Consumer, the provisions of this clause 7.4 apply:
(a) Subject to clause 13, all terms, representations, warranties and conditions that might otherwise be granted or implied by law are expressly excluded to the maximum extent permitted by law, unless the Company agrees in writing. The Company does not exclude, restrict or modify any liability that cannot be excluded, restricted or modified except to a limited extent, as between you and the Company by law.
(b) The Company's liability for breach of a non-excludable condition or warranty is limited at the Company's option, to any one of the following:
(i) the replacement of the Goods or the supply of equivalent Goods;
(ii) the repair of the Goods;
(iii) the payment of the cost of providing replacement Goods or of acquiring equivalent Goods; or
(iv) the payment of the cost of having the Goods repaired.
(c) The Company is not liable to you:
(i) for any loss, cost, damage or expense to the extent that it is for indirect, special, economic or consequential loss, where consequential loss means any loss, cost, damage or expense beyond the normal measure and beyond that which every plaintiff in a like situation would suffer; and
(ii) for any loss of revenue, business or profits or any nature whatsoever, loss of expected savings, loss of chance or business opportunity, business interruption, loss or reduction of goodwill or damage to reputation or any loss of value of intellectual property.
7.5 If the Contract is not a Small Business Contract, you indemnify the Company for any loss, cost, damage or expense suffered by the Company arising from or in connection with:
(a) any breach of Contract or negligence by you;
(b) any breach of law by you;
(c) the death or injury to any person or damage to any property arising from the performance by you of your obligations under any Contract; and
(d) any failure to install the Goods in accordance with their applicable installation instructions and manuals provided with the Goods or to operate the Goods in accordance with their applicable operation instructions and manuals provided with the Goods or in connection with your negligence or the negligence of any third party, including in relation to the installation or operation of the Goods.
7.6 We make no representation, warranty or undertaking about the compliance of the Goods with any statutory requirements relating to the marketing of Goods. You acknowledge that you alone are responsible for compliance of the Goods with this legislation.
7.7 We will not be responsible for non-delivery or delay in delivery of any Goods due to any cause beyond our reasonable control, notwithstanding that the cause may be operative at the time of entering the Contract. Where such non-delivery or delay occurs, we may deliver the Goods not delivered or delayed at any subsequent time and you must accept and pay for them.
7.8 Where we give a date of intended delivery, this will be subject to the Goods ordered being available and our being able to make the delivery on that date.
8.1 You may only return Goods with the prior written approval of the Company. Goods accepted for return by the Company must be returned within 21 days from the date of delivery in an unsoiled, undamaged and resalable condition and, where appropriate, in the original packaging. You may be charged handling fee for any returned Goods. The amount of this charge will be determined by the Company and debited to your credit account.
8.2 Your proof of purchase must accompany all Goods returned to the Company.
8.3 Where Goods are returned to us, credit will only be issued subject to the following conditions set out in clauses 8.3 – 8.8: RETURN AUTHORISATION:
(a) A Goods Return Credit (“GRC”) authority number must be obtained from the supply point prior to the return of any Goods. We may refuse to give a GRC authority or accept the return of any Goods.
(b) You must provide the invoice number and date of purchase before a GRC will be issued.
(c) The GRC authority number must be clearly marked on the packaging of Goods returned to us. Failure to comply with this requirement could result in our refusing to accept delivery of the returned Goods.
All claims for credit must be supported by:
(a) carriers consignment note or similar receipt of delivery;
(b) our relevant invoice number; and
(c) the GRC number issued by us.
8.5 UNACCEPTABLE RETURNS:
Without in any way limiting our discretion to refuse to accept the return of any Goods, the following Goods will not be returnable:
(a) any Goods that have been held by you or your agent for more than seven (7) days; or
(b) any Goods which are not in original condition; or
(c) any Goods that are manufactured as made to order (“mto”) items unless faulty. Any manufacturing surcharge is non refundable.
8.6 FAULTY GOODS:
If you are not a Consumer, we will only recognise claims for faulty Goods that are lodged within seven (7) days of you receiving the Goods.
Goods must be returned by the carrier specified by us.
8.8 RESTOCKING FEE
You agree to pay us a restocking fee at the rate advised by us from time to time.
(a) The risk of loss or damage to the Goods passes to you on the date and at the time that the Goods are delivered to you or at the date and time the Goods are collected from the Company’s warehouse.
(b) Ownership of any Goods supplied by us will not pass to you until all amounts owing by you to us has been received by us.
(c) Until ownership passes to you, the Goods supplied are held by you for us as bailee and, if required, you will store the Goods so that it is clear they belong to us.
(c) If you wish to resell any Goods before ownership passes, you may do so only by way of bona fide sale in the ordinary course of business and as our agent, but you must not represent to any other person that you are acting for, or have any authority to bind, us.
(d) You will hold the proceeds of sale on trust for us and you must account to us for the proceeds of any sale of the Goods.
(a) You acknowledge that the Conditions may constitute a security agreement for the purposes of section 20 of the Personal Property Securities Act 2009 (“PPSA”) and that a security interest may exist in Goods (and their proceeds) previously supplied by us to you (if any) and in future Goods (and their proceeds) supplied to you and your personal property.
(b)You will execute documents and do such further acts as may be required by us to register the security interests granted to us under the Conditions under the PPSA.
(c)To the extent permitted by law, you waive your rights under the following provisions of Part 4 of the PPSA:
(i) to receive a notice of intention of removal of an accession (section 95);
(ii) to receive a notice that we decide to enforce our security interest in accordance with land law (section 118);
(iii) to receive a notice of enforcement action against liquid assets (section 121(4));
(iv) our obligation to dispose of or retain collateral (section 125);
(v) to receive a notice of disposal of goods by us purchasing the Goods (section 129);
(vi) to receive a notice to dispose of Goods (section 130);
(vii) to receive a statement of account following disposal of Goods (section 132(2));
(viii) to receive a statement of account if no disposal of Goods for each 6 month period (section 132(4));
(ix) to receive notice of any proposal of ours to retain Goods (section 135(2));
(x) to object to any proposal of ours to either retain or dispose of Goods (section 137(2));
(xi) to redeem the Goods (section 142);
(xii) to reinstate the security agreement (section 143);
(xiii) to receive a notice of any verification statement (section 157(1) and section 157(3)).
(d) You further agree that where we have rights in addition to those under Part 4 of the PPSA, those rights will continue to apply.
(e) Until ownership of the Goods passes, you must not give to us a written demand or allow any other person to give us a written demand requiring us to register a financing change statement under the PPSA or enter into or allow any other person to enter into the register of personal property securities a financing change statement under the PPSA.
(f) You acknowledge that you have received value as at the date of first delivery of the Goods and have not agreed to postpone the time for attachment of the security interest (as defined in the PPSA) granted to us under the Conditions.
(g) You irrevocably grant to us the right to enter upon your property or premises, without notice, and without being in any way liable to you or to any third party, if we have cause to exercise any of our rights under sections 123 and/or 128 of the PPSA, and you indemnify us from any claims made by any third party as a result of such exercise.
11.1 You hereby charge in favour of us:
(a) any land that you own (or acquire after the date hereof) as security for any and all moneys owing to us and hereby authorise us to register a caveat over the land to register our interest; and
(b) all your personal property including, without limitation, all the stock, motor vehicles, plant equipment and debtors that you own (or acquire after the date hereof) as security for any and all moneys owing to us and hereby authorise us to register, with any competent authority, including the register of personal property securities pursuant to the PPSA, the charge over your personal property; and
11.2 You irrevocably appoint the Company and any person nominated by the Company severally as your attorney, with power to execute, sign and deliver (which delivery may be subject to such terms and conditions as the attorney thinks fit) such caveat or other security document to effect the security granted under this clause 11.
You agree that:
12.1 we may set-off any credit amount that we owe to you against any debit due by you to us; and
12.2 you are not entitled to withhold payment of any money in respect of any set-off or claim you might have against us.
13.1 Without limitation to any other provision of this Contract, we warrant that any Goods sold by us will be free from defects under normal use for a period of twelve (12) months after delivery. This warranty does not cover any Goods which are not manufactured by us.
(a) you fail to pay for any Goods on the due date or the Company has reasonable grounds to believe that you may not be able to make due and punctual payment to the Company of any monies owing by you; or
(b) you exceed your credit limit at any time;
(c) you otherwise breach a material term of any Contract with us or any agreement between you and any member of the Fletcher Group; or
(d) you cancel the delivery in breach of the Contract or fail to take delivery of any Goods; or
(e) you commit an act of bankruptcy; or
(f) you allow a trustee in bankruptcy or receiver and manager to be appointed to you or any of your property; or
(g) you allow distress to be levied or a judgment, order or security to be enforced, or to become enforceable against your property including under the PPSA; or
(h) you are a company and:
(i) proceedings are commenced to wind you up or any of your subsidiaries; or
(ii) a controller, receiver, administrator, liquidator or similar officer is appointed to you or in respect of any part of your property; or
(i) contractual performance by either you or the Company is delayed or prevented due to a Force Majeure Event,
then the Company and any member of the Fletcher Group may, without prejudice to any other rights they may have do any or all of the following:
(j) all monies payable by you to the Company may, at the Company’s election, become immediately due and payable, notwithstanding that the due date for payment may not have expired;
(k) vary, suspend or withdraw any credit facilities that may have been extended to you;
(l) immediately terminate or suspend the whole or any outstanding part of any Contract;
(m) withhold the delivery of further Goods;
(n) enter upon your premises (doing all that is necessary to gain access) where Goods supplied under any Contract are situated at any time and retake possession of any or all of the Goods we have supplied to you in which title has not passed to you and we reserve the right to resell the Goods concerned;
(o) recover from you the cost of materials or goods acquired for the purpose of future deliveries of goods to you;
(p) exercise such rights as are afforded to the Company under the PPSA;
(q) register a default with any credit reference facility;
(r) charge interest to you at eight percent (8%) above the cash rate prescribed by the Reserve Bank of Australia calculated daily on any overdue amount and payable together with the overdue amount.
The parties agree that any interest charged by pursuant to clause 14.1(r) is a genuine pre-estimate of the loss that will be suffered by the Company for late payment.
14.2 If the Contract is a Small Business Contract and:
(a) an administrator, liquidator or provisional liquidator or external manager is appointed in respect of the Company; or
(b) a receiver, receiver and manager, administrator or controller is appointed in respect of any assets or group of assets of the Company; or
(c) the Company is wound up; or
(d) the Company becomes, admits in writing that it is, or is declared by a court to be unable to pay its debts as and when they fall due; or
(e) there is a breach by the Company of any Contract or agreement with you; or
(f) contractual performance by either you or the Company is delayed or prevented due to any Force Majeure Event,
then you may, without prejudice to any other rights you may have, terminate or suspend the whole or any outstanding part of the Contract.
15.1 If we conduct a re-sale pursuant to clause 14.1(n):
(a) we may do so at our premises or place; and
(b) the re-sale may, at our discretion, be by public or private sale; and
(c) we may recover from you as liquidated damages for our loss of bargain, the difference between the re-sale price and the unpaid price (together with any incidental damages, such as holding expenses and charges but less expenses saved as a result of your breach).
15.2 If applicable Goods cannot be sold within three (3) months of the first attempted sale, those Goods will be deemed to have a re-sale price of nil.
Each Contract is governed by the laws of Victoria. You and the Company irrevocably submit to the exclusive jurisdiction of the Victorian courts and federal courts sitting in Victoria.
Our agreement to continue to deliver or sell goods to you is always conditional upon our being satisfied of your ability to pay and comply with the Conditions. If we cease to be satisfied we
may suspend and/or terminate deliveries and will not be liable in any way for any claim, damage, expense or cost suffered by you.
Should any part of any Contract be held to be void or unlawful, the Contract will be read and enforced as if the void or unlawful provisions have been deleted.
19.1 You agree to comply with the Anti-Corruption Law and must not commit any act or omission which causes or would cause you or the Company to breach, or commit an offence under, any Anti- Corruption Laws.
19.2 You warrant and represent that you have not been convicted of any offence, and have not been the subject of any investigation or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under Anti-Corruption Laws.
19.3 You must, to the extent permitted by law, promptly notify the Company in writing if you become aware at any time during the term of any Contract, that any of the representations or warranties in clause19.2 are, or might reasonably be expected to be, no longer correct.
19.4 For the purpose of clause 19,“Anti-Corruption Law” means any law prohibiting or relating to bribery, corruption, kickbacks, secret commissions or money laundering, including without limitation, the Foreign Corrupt Practices Act 1977(US), the Bribery Act 2010 (UK), the Criminal Code Act 1995 (Cth) and any anti-corruption regulations and provisions applicable in the European Union or in any other locations in which any member of the Fletcher Group carries on business.
20.1 You acknowledge and agree that the Company may collect personal information and credit information about you and your directors, officers, partners and the Guarantors (as defined in Section A) (each a “Relevant Party”).
e.g. credit card schemes and debit payment schemes; conducting market research or customer satisfaction research; developing, establishing and administering arrangements (including rewards programs) with other organisations in relation to the promotion, administration and use of the Fletcher Group's goods and services; and developing and identifying products and services that may interest you.
21.1 Either party may waive any term of a Contract at any time and will notify the other party in writing of any waiver.
21.2 The failure by a party to exercise a right or remedy, or any delay by a party in exercising a right or remedy, or the exercise by a party of only part of a right or remedy, or the granting of any indulgence by a party in favour of the other party does not:
(a) affect the party's rights against the other party;
(b) constitute a waiver of any term or condition; or
(c) prohibit the party from exercising that right or remedy in relation to that breach or any other breach.
21.3 A waiver of a breach of a term or condition does not constitute a waiver of another breach of the same term or any other term.
21.4 The application of the United Nations Convention on Contracts for the International Sale of Goods (known as the Vienna Sales Convention 1980) is excluded
Laminex Group Pty Limited A.B.N. 98 004 093 092.
SCHEDULE OF FEES AND CHARGE
A Return To Store (“RTS”) fee calculated at ten percent (10%) of the invoiced value of the Goods returned with a minimum amount to be determined by us from time to time (exclusive of GST), where Goods are returned as a result of order errors made by the customer. Over ordered Goods may not be accepted after seven (7) days from the earlier date of delivery or invoice. Made to order, special order goods and half or cut down sheets will not be accepted for RTS.
Where a cheque issued for payment of Goods or payment of a credit account is dishonoured by a customer’s bank, a returned cheque fee for an amount to be determined by us from time to time (exclusive of GST) will apply.
A credit card administration fee of two percent (2%) of the face value of the transaction will apply where payment of accounts is made by credit card outside agreed trading terms.
A logistics fee may be charged on orders for an amount to be determined by us from time to time – details are available from branch of despatch.
Laminex Group Pty Limited A.B.N. 98 004 093 092.
in relation to Haven Kitchens by Formica
These Conditions are to be read with our standard terms of sale which can be viewed at http://www.laminex.com.au/terms (Terms). Our Terms are incorporated to the express exclusion of any current or future terms and conditions offered by the Customer. These Conditions prevail to the extent of any inconsistency.
By requesting the Ancillary Services, requesting a quote or placing an order for one or more products or services from Haven Kitchens by Formica™, you agree to be bound by our Terms and these Conditions.
In these Special Conditions (“Conditions”):
Accessories mean the accessories selected by the Customer (if any) and included in the Design Documents. The Accessories are not manufactured by the Supplier;
Appliances mean the appliances selected by the Customer (if any) and included in the Design Documents. The Appliances are not manufactured by the Supplier;
Ancillary Services mean the activities described in clause 5.3;
Background IP means any pre-existing background Intellectual Property Rights developed or acquired prior to the date of the Contract;
Check Measure means checking the Customer’s measurements of the Site to reduce errors and minimise wastage;
Customer Supplied Items means any products, accessories, appliances or other materials supplied by the Customer to be incorporated into or with the Works;
Domestic Builder means a building practitioner as defined under the Building Act 1993 (VIC) who is required to be registered with the Victorian Building Association to oversee or carry out the Works;
Design Documents means all design documentation (including any design brief, drawings, layout, schedules, specifications, calculations, renders, reports, Site inspection details) in electronic and written form relating to the Goods supplied and/or verified by the Customer including any information created, amended, improved, modified from time to time by the Supplier or its subcontractors for the Goods in accordance with the terms of this Contract (including any Ancillary Services);
Goods means the goods and services supplied by us from time to time and includes the Products, Appliances, and Accessories;
Products means all goods manufactured, fabricated and supplied by us;
Intellectual Property Rights means all rights in patents, patent applications and rights to apply for patents, rights in know- how, database rights, copyrights, rights in copyright registrations and applications and rights to apply for copyrights, rights in trade secrets, rights in trademarks (including all goodwill), trademark applications and rights to apply for trademarks, and rights in any other confidential and/or proprietary information;
Law means Australian Commonwealth, state or local government legislation including regulations, by-laws, subordinate legislation;
Referral Program means the trade / installer program in which each participating tradie is required to verify that they have, hold and will maintain any required licence and/or registration to perform the Works;
Site means where the Customer will perform the Works;
Specification means the documents, drawings and Design Documents, supplied and/or verified by the Customer;
Standards mean all applicable standards published by Australian Standards setting out specifications and procedures designed to ensure products, services and systems are safe, reliable and consistently perform the way they are intended to;
Supplier Background IP means Intellectual Property Rights owned by or licensed to the Supplier which are:
developed or acquired by the Supplier independently of this Contract; and
used by the Supplier in the performance of its obligations under this Contract or otherwise made available to the Customer under or in connection with this Contract.
Works means and includes all works and services necessary for the measuring, design, assembly, fabrication, installation, testing and commissioning of the Goods on Site by the Customer.
By requesting the Ancillary Services, request a quote or placing an order with us for our Haven Kitchens by Formica™ range, the Customer warrants and undertakes to the Supplier that you:
have, hold and will maintain at all relevant times all consents, approvals, permits, registration and licences which are required by Law or are otherwise necessary for the design, assembly, fabrication and installation of the Goods and related services for your client, including registration as Domestic Builder of the relevant class to oversee or carry out the Works (if required);
assume all responsibility for the Specification, design (including the Design Documents), assembly, fabrication, installation and commissioning of the Goods;
have read and understood the Haven Kitchen by Formica™ product literature including the installation manual, care and maintenance and warranties;
have all relevant expertise to oversee and/or perform the Works and services for its client(s);
are not the owner of the site on which the Works will be performed;
intend to on-sell the Goods to your client(s);
will certify each stage of the Works as meeting all applicable Standards, codes (including the Building Code of Australia), and Laws;
are not relying on the Supplier’s due care and skill in respect of any free Ancillary Services provided by the Supplier other than to supply the Goods in accordance with your order;
have, hold and maintain all insurances that may be required in performing the Works for your client;
have the necessary resources (including financial resources) sufficient to enable you to perform the Works;
will ensure that any Intellectual Property Rights or other proprietary rights of any other person will not be infringed by the Suppliers use of (or reliance on) the Design Documents to manufacture and supply of the Goods; and
by supplying Goods in accordance with your order (including your Design Documents), the Goods will be:
free from defects in design;
fit for sale to your client and fit for any purpose held out by your client or made known to you prior to you placing your order.
In relation to the Works, the Customer warrants and undertakes that:
you will perform and commission the Works:
in a proper and safe manner, with the degree of professional expertise, skill, care and diligence that can reasonably be expected of a professional service provider experienced in providing services in the nature of the Works;
in a timely and expeditious manner;
in accordance with best industry practice;
in a manner that ensures that when complete, the Works:
are fit for purpose including any purpose held out by your client or made known to you prior to you placing your order;
are in accordance with the Design Documents (including your clients design brief); and
meet all applicable codes, Standards and Laws;
you will, at your cost, make good any errors, defects or omissions in the Works (other than manufacturing defects in the Goods);
where you sell the Goods to a ‘consumer’, you will be liable for all claims, costs, losses or damages that a consumer may claim under the Australian Consumer Law in respect of the Works (other than manufacturing defects in the Goods);
you will manage all warranty claims made by your client in respect of the Works and advise the Supplier of any claim within 3 business days of receipt.
No limitation: The warranties provided in clauses
2.2 (b), (c) and (d), are in addition to any obligations that the Supplier may owe under the Australian Consumer Law.
The Supplier relies on the Customer’s express warranties and undertakings set out in the Terms and these Conditions in submitting a quote or accepting your request for the Ancillary Services; and/or your order.
The Customer is solely responsible for:-
conducting a preliminary Site inspection to verify the location of any gas, electrical, plumbing, telephone and other connections
arranging the disconnection, reconnection and/or installation of any gas, electrical, plumbing, telephone and other connections as may be necessary for the Works;
verifying the structural support, fire ratings, load ratings or other requirements as may be necessary to ensure the Site is suitable for the Works and installing the Goods;
ensuring safe and clear access to Site for any of the Supplier’s employees or agents to perform one or more Ancillary Services and must accompany the Supplier whenever the Supplier is required to attend Site;
collecting the Goods from the Suppliers nominated premises;
any loss of or damage to the Product, Appliances or Accessories to the extent that it occurs after collection or delivery (including, without limitation, as a result of any acts or omissions of the Customer, or any third party, such as a trades person or installer, engaged by the Customer);
all works and services that may be required to prepare the Site for the Works including any demolition, removal, disposal, and reinstatement of existing materials or installing new third party products, appliances or materials (as may be required);
the assembly, fabrication, installing and commissioning the Goods on Site. The Supplier is not be responsible for any claim, damage or loss in connection with the assembly, fabrication, installation and commissioning of the Goods;
the Customer Supplied Items; and
obtaining their clients written sign off following completion of the Works.
Subject to the Terms and these Conditions, the Supplier is solely responsible for:
supplying the Goods in accordance with the Customer’s Design Documents; and
performing the Ancillary Services with reasonable skill and care.
The Supplier’s Referral Program identifies tradespeople for related works. The Supplier does warrant, endorse or assume any responsibility for any works performed by these or any other tradespeople. If the Customer engages any such person, it does so independently of the Supplier and at its own risk. The Customer must make and rely on its own enquiries to ensure any trade person it engages has the requisite skill and expertise to perform any related works and that all registration, licences and other qualifications remain current before retaining anyone from the Referral Program.
Without limiting sections 2 and 3 of these Conditions, the Customer:
is solely responsible for the design of the Works including the preparation and content of the Design Documents submitted to or developed in consultation with the Supplier;
warrants that by providing the Supplier with any Design Documents, it has verified that the design meets all applicable Standards and Laws;
warrants that prior to the date of this Contract, it checked and carefully considered their client’s design brief and that the content of the Design Documents are accurate, complete, reliable and suitable for the Site into which the Goods are to be installed and for fulfilling the Customer’s obligations under its agreement with their client;
must carry out all Works, tasks and activities additional to those contemplated by their client’s design brief which are necessary or otherwise desirable to ensure that its obligations are fulfilled; and
acknowledges and agrees that it is not entitled to make any claim arising out of, or in any way connected with, any defects in the Goods arising as a result of the Design Documents or any deficiency, incompleteness, discrepancy, faults, lack of coordination or integration within or between the design it provides to the Supplier under this Contract and the Customer’s obligations to its client.
The Supplier shall not be bound to review or comment upon the Design Documents or to check the Design Documents for errors, omissions or compliance with the requirements of this Contract, codes, Standards or Laws. The Supplier’s receipt of, or review of, or direction in respect of, or comment on, the Design Documents and any other documents provided by the Supplier (including performing the Ancillary Services), shall not relieve the Customer from responsibility for the design or the Works. The Supplier is responsible for errors or omissions or departure from the warranties given or liabilities expressly assumed by the Supplier in this Contract.
At the request of the Customer or otherwise, in addition to clause 5.2, the Supplier may provide free Ancillary Services including:
lead generation and/or referral;
issuing a quote;
a Check Measure;
3D rendering of the Goods (in situ), and drawings, specifications, calculations, notes and any other necessary documentation strictly for illustrative purposes;
any prefabrication, assembly, advice, recommendation, information or assistance provided by the Supplier including any such services under clause 5.2 and section 9;
(the Ancillary Services)
The Customer acknowledges that the Ancillary Services are provided:
solely for the Customer (and not for any third party including any client of the Customer);
for information purposes only, do not constitute technical, engineering, design or other professional advice and cannot be relied upon in any respect;
“as is” without any express or implied warranty or guarantee of any kind including as to its fitness for a particular purpose, accuracy, reliability, currency, completeness or that they comply with relevant Standards or codes;
to assist the Customer to finalise its order with Haven Kitchens by Formica™; and
the Customer must adapt, modify, amend and verify the Ancillary Services to ensure they meet all applicable codes, Standards and Laws before incorporating any part of the Ancillary Services into the Design Documents.
To the extent permitted by law, the Supplier expressly disclaims all liability to the Customer arising from any reliance the Customer places on the Ancillary Services.
The Appliances and Accessories are supplied subject to warranties offered by other manufacturers. The Contract does not alter any manufacturer’s warranties, which are supplied separately (where applicable) by the third-party manufacturer.
The Customer must pass all manufacturer warranties and any associated product literature
(including any relating to the Goods), to its client upon completion of the Works.
7.INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in any Background IP held by a party prior to entry into the Contract, or developed by a party independently of the Contract, remains the property of that party (as relevant).
All Intellectual Property Rights in any designs developed under the Contract immediately vests in the Supplier upon creation.
The Supplier grants the Customer with a non- exclusive revocable license to use its Supplier Background IP and the design developed under the Contract, only to carry out the Work and for no other purpose. The Supplier does not grant any rights to amend, alter, modify, exploit or develop the Intellectual Property Rights other than as set out in these Conditions.
The Customer grants the Supplier with a non- exclusive revocable license to use its Background IP only to manufacture and supply the Goods and for no other purpose. The Customer does not grant any rights to amend, alter, modify, exploit or develop the Intellectual Property Rights other than as set out in these Conditions.
The Supplier is not responsible for any delay or inability to supply the Goods or complete the Works.
The Supplier will use its reasonable endeavours to perform its obligations as soon as reasonably practicable.
In addition to clause 7.8 of the Terms, if for any reason the Supplier is unable to supply a particular item of Product, Appliance or Accessory, the Supplier will notify the Customer and request the Customer to choose a substitute item of similar standard and value.
The Customer may submit its own design and/or develop its design in consultation with the Supplier as part of the Supplier’s Ancillary Services.
If the Customer relies on its own design, the Supplier will issue a quote for review and approval.
If any design is developed in consultation with the Supplier, clause 5 of these Conditions apply. In developing the Customer’s design, the Supplier will carry out design of the Goods based on the Customer’s instructions. The Customer must provide all information, documents and directions required for the Supplier to develop the design. The Supplier will promptly submit to the Customer all designs prepared by it including drawings, specifications, calculations, notes and any other necessary documentation required to complete the design in accordance with the Customer’s requirements together with a quote for review and approval. No comment, consultation, review, modification or design development performed by the Supplier will relieve the Customer of any its responsibility for the design.
Within 30 calendar days of receipt of a design and/or quote under clauses 9.2 or 9.3, the Customer will notify the Supplier in writing if the design and/or quote is accepted. If the design is not accepted the Customer must provide any comments, adjustments or variations to the design to reach acceptance. In the event the design documentation submitted under clause 9.3 is rejected, the Supplier must re-submit amended design documentation within 5 Business Days for further review and approval by the Customer. Either party may terminate the design development process at any time by written notice.
the design, the Customer warrants that the design is sufficient to discharge its obligations under these Conditions; and
the quote, the Customer confirms its order for the Goods.
The Supplier will not commence manufacture of the Goods relating to any design until such acceptance is received.
The Supplier will rely on the Customer’s acceptance to order any Appliances, Accessories and materials necessary to manufacture Product and supply the Goods in accordance with the Customer’s design.
If the Customer requests a variation to the design after acceptance has been issued, the Supplier may be required to requote for the Goods.
Subject to section 7 of the Terms, to the maximum extent permitted by law:
the Customer indemnifies the Supplier against any action, claim, demand, cost, loss, damage, expense or liability suffered or incurred by the Supplier arising out of or in connection with the:
performance or non-performance of the Works including any failure of the Works to comply with applicable codes, Standards or Laws;
Design Documents, including any breach of any third-party Intellectual Property Rights; or any defect, error, omission in the Goods caused by the Customers design;
failure by the Customer to provide any manufacturer warranties and any associated product literature (including any relating to the Goods), to its client.
the Supplier’s total aggregate liability to the Customer for any loss or damage arising out of or in connection with this Contract is limited to the price of the Goods.
This section 11 replaces section 8 of the Terms and applies to Goods from Haven Kitchens by Formica™.
You may only return Goods with the prior approval from the Trade Centre manager where the order was placed. Goods accepted for return by the Supplier must be returned within 14 days from the date of the invoice in an unsoiled, undamaged and, in the Supplier’s opinion, in a resalable condition and in the original packaging. You may becharged handling and repackaging fee for any returned Goods.
Your proof of purchase must accompany all Goods returned to the Supplier.
Where Goods are returned to us, credit will only be issued subject to the following conditions set out in clauses 11(d) to (h)
All claims for credit must be supported by:
carrier’s consignment note or similar receipt of deliver/collection; and
our relevant invoice number.
Without in any way limiting our discretion to refuse to accept the return of any Goods, the following Goods will not be returnable:
any Goods that have been held by you or your agent for more than seven (7) days; or
any Goods which are not in original condition; or
any Goods that are manufactured as made to order items unless faulty due to a manufacturing defect;
any Goods that have been damaged/ cut/ modified/ drilled/ screwed/ customised, affixed, painted or otherwise changed from their original condition;
the packaging or any protective material has been opened or removed unless faulty due to a manufacturing defect;
cardholder/account owner not present or cannot be verified
If you are not a Consumer, we will only recognise claims for faulty Goods that are lodged within 14 days of you receiving the Goods.
Goods accepted for return may be returned by you to the relevant Trade Centre or by third party carrier specified by us.
REPACKAGING AND LOGISTICS FEE
You agree to pay us a repackaging and logistics fee at the rate advised by us from time to time. Please contact the Trade Centre where the order was placed to confirm the relevant fees.
A party must not start formal proceedings in respect of a dispute arising out of or in connection with this Contract (Dispute) unless it has complied with this clause 12.
Either party may raise a Dispute by written notice. The parties will attempt to resolve any
Dispute through negotiations between the parties’ respective senior managers.
If the Dispute is not resolved by the senior managers within 14 days of the written notice, either party may refer the Dispute to mediation in accordance with the Resolution Institute Mediation Rules.
In the absence of any agreement by the parties, either party may request a mediator be appointed by the local Resolution Institute.
The parties must comply with the directions of the mediator for the conduct of the mediation.
The costs of the mediation will be met equally by the parties.
Nothing contained in this clause 12 prevent either party from seeking injunctive relief from an appropriate court.