Terms and Conditions of Trade
1. Definitions
1.1 “Seller” means SFD Trust T/A Style Finish Design, its successors, and assigns.
1.2 “Buyer” means the individual or entity buying the Goods, or any person acting on behalf of and with the authority of the Buyer.
1.3 “Guarantor” means the person or entity who agrees to be liable for the debts of the Buyer on a principal debtor basis.
1.4 “Goods” means all goods supplied by the Seller to the Buyer (and includes any supply of Services).
1.5 “Services” means all services supplied by the Seller to the Buyer, including advice or recommendations (and includes any supply of Goods).
1.6 “Price” means the cost of the Goods as agreed between the Seller and the Buyer, subject to clause 4.
2. Acceptance
2.1 Any instructions received by the Seller from the Buyer for the supply of Goods, or the Buyer’s acceptance of Goods, constitutes acceptance of these terms and conditions.
2.2 Where more than one Buyer enters into this agreement, they shall be jointly and severally liable for all payments.
2.3 Upon acceptance, these terms are binding and can only be rescinded in accordance with these terms or with the written consent of the Seller.
2.4 These terms are to be read in conjunction with the Service and Maintenance Agreement. If inconsistencies arise, the terms in this document shall prevail.
2.5 The Buyer must give the Seller at least fourteen (14) days prior written notice of any proposed change in the Buyer’s details, including name, address, or business practice.
3. Goods
3.1 The Goods are as described on the invoices, quotations, or work authorisation forms provided by the Seller to the Buyer.
4. Price and Payment
4.1 The Price shall be, at the Seller’s discretion, either indicated on the invoice provided to the Buyer, the Seller’s current price at the date of delivery, or the Seller’s quoted Price (which is valid for 30 days).
4.2 Any variation from the scheduled works or specifications will be charged based on the Seller's quotation and shown as variations on the invoice. Payment for variations is due in full upon completion.
4.3 Time for payment is of the essence. Payment terms will be stated on the invoice. If no time is stated, payment is due on delivery.
4.4 The Seller may withhold delivery until payment is made. Payment methods include cash, cheque, credit card, direct credit, or as otherwise agreed.
4.5 The Price shall be increased by any applicable GST and other taxes or duties, unless expressly included in the quotation.
5. Delivery of Goods and Services
5.1 Delivery occurs when the Goods arrive at the Buyer’s address or when the Buyer collects them from the Seller’s address.
5.2 Delivery to a carrier named by the Buyer, or chosen by the Seller, is deemed delivery to the Buyer. The costs of carriage and requested insurance are the Buyer's responsibility.
5.3 The Seller may deliver Goods in separate instalments. Each instalment shall be invoiced and paid for accordingly.
5.4 Discrepancies in quantity not exceeding 5% must be accepted by the Buyer, with the Price adjusted pro-rata.
5.5 Failure by the Seller to deliver does not entitle either party to repudiate the contract. The Seller is not liable for reasonable delays in delivery beyond its control.
6. Risk
6.1 Even if the Seller retains ownership of the Goods, all risk passes to the Buyer upon delivery.
6.2 If Goods are damaged before ownership passes, the Seller is entitled to receive all insurance proceeds payable for the Goods to cover the unpaid balance.
7. Buyer’s Disclaimer
7.1 Subject to the Australian Consumer Law, the Buyer buys the Goods relying solely on their own skill and judgement. The Seller is not bound by warranties other than those given by the manufacturer or required by statute.
8. Defect and Returns
8.1 The Buyer must inspect the Goods on delivery and notify the Seller of any defect or shortage within seven (7) days. If the Buyer is a consumer under the Australian Consumer Law, this timeframe does not limit their statutory non-excludable rights.
8.2 For accepted returns of defective Goods, the Seller’s liability is limited to replacing or repairing the Goods, provided they were stored properly and returned in their original condition.
8.3 The Seller may, at its discretion, accept non-defective Goods for credit, subject to a 10% handling fee plus freight costs.
9. Warranty
9.1 For Goods not manufactured by the Seller, the warranty is the manufacturer's current warranty.
9.2 Second-hand Goods are sold "as is" without additional warranties from the Seller, subject to any non-excludable statutory guarantees.
10. Competition and Consumer Act 2010 (ACL)
10.1 Nothing in this agreement contracts out of the Competition and Consumer Act 2010 or the Australian Consumer Law (ACL), except as permitted by law.
10.2 Where the Buyer is a "consumer" under the ACL, the Goods come with guarantees that cannot be excluded. The Buyer is entitled to a replacement or refund for a major failure and compensation for reasonably foreseeable loss. The Buyer is also entitled to have Goods repaired or replaced if they fail to be of acceptable quality.
11. Intellectual Property
11.1 The Buyer warrants that any designs or specifications they supply to the Seller will not infringe the intellectual property rights of any third party.
12. Default and Consequences of Default
12.1 Interest on overdue invoices accrues daily at a standard commercial rate of 10% per annum from the due date until the date of payment.
12.2 If the Buyer defaults, they indemnify the Seller against reasonable collection costs, including legal disbursements on an indemnity basis.
12.3 The Seller may suspend or terminate supply if the Buyer breaches payment obligations. An administration fee of $20.00 or 10% of the overdue amount (whichever is greater) may apply to accounts unpaid after two months.
12.4 If the Buyer becomes insolvent, assigns assets to creditors, or has a receiver appointed, the Seller may cancel unperformed orders, and all outstanding amounts become immediately payable.
13. Title and Personal Property Securities Act 2009 (PPSA)
13.1 Ownership of the Goods does not pass until the Buyer has paid all amounts owing to the Seller in full for all contracts.
13.2 Until ownership passes, the Buyer holds the Goods as a bailee, must keep them separate, and holds any proceeds of their sale on trust for the Seller. The Seller may reclaim the Goods if payment is not made.
13.3 The Buyer acknowledges that these terms constitute a security agreement for the purposes of the Personal Property Securities Act 2009 (PPSA). The Seller may register a Purchase Money Security Interest (PMSI) on the Personal Property Securities Register (PPSR). The Buyer waives their right to receive a verification statement under section 157 of the PPSA and agrees to sign any documents required to perfect this security interest.
14. Security and Charge
14.1 To secure payment, the Buyer and/or Guarantor agree to charge all their joint and several interests in any land or realty to the Seller. The Seller may lodge a caveat, which will be released once all financial obligations have been met.
15. Cancellation
15.1 The Seller may cancel delivery before it occurs by giving reasonable written notice, refunding any sums paid. The Seller shall not be liable for any loss arising from such cancellation unless required by law.
15.2 If the Buyer cancels delivery, they are liable for reasonable losses incurred by the Seller up to the time of cancellation.
16. Privacy Act 1988
16.1 The Buyer and Guarantor consent to the Seller collecting, using, and retaining personal information to provide Goods, assess creditworthiness, process payments, and recover debts in accordance with the Privacy Act 1988 and the Australian Privacy Principles.
16.2 The Seller may exchange information with credit reporting agencies to obtain consumer credit reports or notify them of defaults.
17. Unpaid Seller’s Rights
17.1 If the Seller retains possession of the Goods and payment is overdue despite written demand, the Seller may dispose of the Goods and claim any resulting loss from the Buyer.
18. Lien
18.1 If the Seller has not received full payment, the Seller holds a lien over the Goods in their possession, a right to stop Goods in transit, and a right of resale.
19. Building and Construction Industry Security of Payments Act 2002
19.1 If disputes arise regarding unpaid Goods or Services, the provisions of the Building and Construction Industry Security of Payment Act 2002 (Vic) may apply. Nothing in this agreement limits the application of this Act.
20. General
20.1 If any provision is invalid or unenforceable, the remaining provisions remain effective and legally binding.
20.2 This agreement is governed by the laws of Victoria, Australia.
20.3 The Seller's liability for breach is limited to the Price of the Goods/Services, and the Seller is not liable for indirect loss of profits, subject to the non-excludable provisions of the ACL.
20.4 The Buyer may not set off amounts owed to the Seller against amounts due from the Seller.
20.5 The Seller may review and update these terms. Updated terms will apply only to new orders placed by the Buyer after the date the Buyer is notified of the changes.
20.6 Neither party is liable for defaults caused by force majeure events, including acts of God, war, terrorism, strikes, natural disasters, or other events beyond reasonable control.
