Terms and Condition

Sole Terms

  1. These conditions of sale apply to all transactions between the Purchaser of the Sellers Products/Goods attached to this Invoice (“the Buyer”) and  Stile Board Pty Ltd (ABN 41637350022) (“the Seller”), including all quotations, offers, orders or sales.
  2. These conditions (which will only be waived or varied in writing signed by the Seller) will prevail over all conditions of the transaction to the extent of any inconsistency.

Jurisdiction

  1. Each party irrevocably submits to the non-exclusive jurisdiction of the Courts of New South Wales, Australia.

Delivery

  1. While the Seller endeavours to keep delivery dates, any delay of delivery, for any reason whatsoever, will not entitle the Buyer to claim for any consequential loss or damage or to cancel, rescind or terminate the agreement.
  2. Should circumstances beyond the control of the Seller prevent or hinder delivery, the Seller will be free from any obligation to deliver goods while such circumstances continue.  For as long as such circumstances exist, the Seller may, at its option, cancel, rescind or terminate all or any part of the Agreement or keep the Agreement on foot until such circumstances have ceased.  Such circumstances beyond the control of the Seller include, but are not limited to: strikes, lockouts, rebellions; fire; acts of God; pandemics; shortages of raw materials; Government decrees, proclamations or orders; transport difficulties; and failures or malfunctions of computers or other information technology systems.

Installment Deliveries

  1. Deliveries by installments must be requested by the Buyer within the times stipulated in the Online Order Form.
  2. Where the Buyer fails to request or accept installment deliveries in accordance with the terms of the contract:
    (a)  the Seller may store the goods at the risk and cost of the Buyer; and
    (b)  the Buyer will be deemed to be in default of payment for the delivery.
  3. Where goods are ordered for delivery by installments, each installment delivery is deemed to be a separate order and a separate contract performed by the Seller upon delivery of that installment.

Risk

  1. Risk in each order will pass to the Buyer upon delivery of that order to the Buyer or upon collection of that order by the Buyer’s agent or courier as the case may be.
  2. Where, in accordance with these terms, the Seller accepts return of any goods, risk in those goods will revert to the Seller upon delivery of the goods to the Seller or upon collection of the goods by the Seller’s agent or courier as the case may be.
  3. Any property of the Buyer’s under the Seller’s custody or control will be entirely at the Buyer’s risk as regards to loss or damage caused to the property or by it.

 

Retention of Title

[The validity of clause 12(f) was upheld in the High Court decision of Associated Alloys v Metropolitan Engineering decided on 11 May 2000.]

  1. Notwithstanding delivery of the goods to the Buyer, until the Buyer has effected full payment for the goods and any other goods previously supplied by the Seller:
    (a)  legal title to the goods will remain with the Seller;
    (b)  the risk in the goods will pass to the Buyer on delivery to the Buyer or its agent;
    (c)  the relationship between the Seller and the Buyer will be fiduciary;
    (d)  the Buyer will:
    (i)   hold the goods as bailee for the Seller;
    (ii)  keep these goods separate from other goods; and
    (iii) label the goods so that they are identifiable as the goods of the Seller;
    (e) with the Seller’s consent (which is given), the Buyer is at liberty to sell the goods, in the ordinary course of the Buyer’s business, provided that the money resulting from the sale will:
    (i)  be held in a separate account in trust for the Seller;
    (ii)  not be mingled with other money; and
    (iii) not be placed into an overdrawn account; and
    (f)  in the event that the Buyer uses the goods in some manufacturing or construction process of its own or of some third party then the Buyer will hold such part of the proceeds of such manufacturing or construction process as relates to the goods in trust for the Seller.  Such part will be deemed to equal in dollar terms the amount owning by the Buyer to the Seller at the time of receipt of such proceeds.
  2. The Buyer is not an agent of the Seller in any sale of the goods by the Buyer.
    14.  After the happening of an Event of Default, the Seller 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, the Buyer irrevocably authorises and licenses the Seller and its servants and agents to enter any premises where any goods may be stored and to take possession of the goods.

Payment

  1. The Buyer will pay the full price of each order to the Seller in accordance with one of the following payment options as is indicated by the Seller at its own discretion on the invoice or by any other means (e.g. via email communication) to the Buyer;
  2. Prior to delivery OR
    II. Simultaneously with delivery of goods (known as cash on delivery) OR
    III.Simultaneously when the Buyer collects the goods from the Seller OR
    IV.Within 24 hours of demand by the Seller on the Buyer or its/his/hers agents.
    If payment is not made in accordance with the payment option elected by the Seller on the invoice then the Seller, without demand, may retake possession of the goods and may without notice sell the goods on such terms and in such manner as it may determine and will be entitled to deduct all expenses incurred.  For the purpose of recovering possession, and without limiting the generality of the foregoing, the Buyer hereby irrevocably authorises and licences the Seller and its servants and agents to enter upon any premises where any goods may be stored and to take possession of the goods.

  3. All applicable taxes, duties or levies (including GST) on the sale of the goods will be to the Buyer’s account.
    17. The Seller may, at its option and without prejudice to any of its rights, either suspend further deliveries, require payment in advance or terminate any contract by written notice to the Buyer where the Buyer:
    (a) defaults on any payment due under the agreement;
    (b) being a natural person, commits an act of bankruptcy;
    (c) being a corporation, is subject to:
    (i) a petition being presented, an order being made or a meeting being called to consider a resolution for the Buyer to be wound up, deregistered or dissolved;
    (ii) a receiver, receiver and manager or an administrator under Part 5.3A of the Corporations Act 2001 being appointed to all or any part of the Buyer’s property and undertaking.
    (iii) the entering of a scheme of arrangement (other than for the purpose of restructuring); or
    (iv) any assignment for the benefit of creditors.

Acceptance of Goods

  1. The Buyer will inspect the goods immediately upon delivery to the Buyer or upon collection of that order by the Buyer’s agent or courier as the case may be.
    19.  All claims against the Seller regarding the quality, nature, fitness, suitability, quantity, conformance with description or defects of the goods must be made in writing to the Seller within 24 hours of delivery or pick up and prior to product being installed.  The Seller does not accept liability for any such claim not made in accordance with these terms.
    20. In the event of justified objection notified by the Buyer to the Seller in accordance with these terms, the Seller may, at its option:
    (a) reduce the purchase price by agreement with the Buyer;
    (b) accept the return of the goods and, subject to the goods being returned in the same condition as when they were delivered to the Buyer, refund to the Buyer the purchase price; or
    (c) replace the goods

and no additional claims of any nature whatsoever may be made against the Seller.

Quote Calculator Online
21. The estimate provided by the website through the Seller’s estimating calculator or through the Seller and/or its employees regarding panel sizes, types and quantities are only an estimate. The Seller cannot be held responsible for the quantities required for site. It is the responsibility of the Buyer to check measure and confirm panels quantities, sizes and types.

Advice and Information & Installation Manual

  1. The buyer warrants that the installer of the product is an approved Stile Board Installer. The Buyer must be satisfied that he/she has seen evidence of such approval from the installer via written correspondence. The buyer warrants that he/she will do all things reasonable to ensure the installer will follow the installation manual attached to these terms and conditions.
    23. Any advice, recommendation, information, assistance or service given by the Seller in relation to goods sold or manufactured by the Seller or their use or application is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given, but is provided without any warranty or accuracy, appropriateness or reliability and the Seller does not accept any liability or responsibility for any loss suffered from the Buyer’s reliance on such advice, recommendation, information, assistance or service.

Competition and Consumer Act 2010 (Cth) (as amended)

  1. The terms in this agreement that exclude or limit the owner’s liability will apply only to the extent permitted by law.  Provisions of Competition and Consumer Act 2010 (Cth)  (as amended) and other statutes from time to time in force cannot be excluded, restricted or modified or can only be restricted or modified to a limited extent.  This agreement must be read and construed subject to any such statutory provisions.  If any such statutory provisions apply, then to the extent to which the owner is entitled to do so, its liability under those statutory provisions will be limited at its option to:
    (a)  the replacement of the goods or the supply of equivalent goods; or
    (b) the repair of the goods; or
    25. Indemnification

The Buyer agrees to protect the Seller and hold the Seller harmless from any loss or claim arising out of the negligence of the Buyer, the Buyer’s agents, employees or representatives in the installation, use, sale or servicing of the Seller’s Products or arising out of any representation or warranty made by the Buyer, its agents, employees or representations with respect to the Seller’s Products.   The Buyer indemnifies the Seller and agrees to keep the Seller indemnified in respect of any claim or demand made or action commenced by any person against the Buyer or for which the Buyer is liable in connection with any loss or damage whatsoever suffered in connection with the Goods purchased by the Buyer from the Seller.

Guarantee

If the Buyer is a proprietary company, then obligations of those who comprise the Guarantor will be joint and several. The Guarantor covenants with the Seller that the Guarantor will be with the Buyer jointly and severally liable to the Seller for the due performance of all the terms and conditions on the part of the Buyer contained in this Contract; and guarantees to the   Seller the punctual payment of all money payable by the Buyer under this Contract and the performance of the terms and conditions of this Contract.If for any reason, other than default by the  Seller or rescission, this Contract is not enforceable by the   Seller against the Buyer in whole or in part, the Guarantor will indemnify the Seller against all loss, including all money which would have been payable by or recoverable from the Buyer had this Contract been enforceable against the Buyer. Guarantor means the directors of the Buyer as of the date the invoice was issued.

Cancellation of Order

  1. If the Buyer cancels the order on this invoice, then the Buyer must return the goods at its own cost to the Seller and the Seller will provide a  80% refund  of the purchase price within 14 days of the goods being returned to the Seller subject to the goods being returned in the same condition as when they were delivered to the Buyer. 20% of the purchase price will not be refunded and will be retained by the Seller as a Handling Charge.  All cancellations must be made within 3 days of the Order Placement.
    27.  It is the Buyer’s responsibility to order an accurate units of the Sellers Products. The Seller is not Responsible for any incorrect measurements or estimates.

Exchange of the Sellers Product 

  1. Strictly within 7 days of the Buyer receiving or collecting the Sellers Product, the Buyer may exchange the product with another product sold by the Seller if all the following criteria is met:
    (a) The product exchanged is of equivalent value and if not the Buyer is required to pay the difference in value immediately. If the product exchanged is of a lesser value, the Buyer is to carry the loss. 
    (b) The request for an exchange of the product is made in writing and within 7 days.
    (c) The reason for exchange is that the ordered product was not the correct size or quantity for the specific job of the Buyer and evidence of such is provided to the Seller at the time of the request for exchange. 
    (d) The product exchanged, in the absolute discretion of the Seller, is not damaged or used. 

Installation

  1. The following terms and conditions govern the relationship between the Seller and the Installer. Installer means a individual or company approved by the Seller as an approved installer of the Stile Board System and whose name appears on the Seller’s website as an approved installer.
  2. The Installer must;
    comply strictly with the installation manual attached to these terms and conditions; and
    not deviate from the recommended installation technique and direction; and
    hold a current waterproofing and tiling license as issued by the appropriate licensing authority in their state or country; and
    must not hold itself out as an agent or employee of the Seller.

28.The Seller may in its absolute discretion remove the Installer from the list of approved installers on its website and remove the recognition as an approved installer.
Indemnification

  1. The Installer hereby unconditionally and irrevocably indemnifies the Seller against any and all

demands, claims, suits, actions, damages, liabilities, losses, costs and expenses which may be made or brought against or suffered or incurred by the Seller due to any of the work or services undertaken by the Installer in connection with the installation of the Sellers Product.

Rating System

  1. The Installer hereby agrees to be a part of and participate in a rating system which the Seller will control through the Seller’s website.   The rating system will rate each installer against each other based on customer feedback.

 

Shopping Cart