These terms and conditions (“Terms”) plus any implied terms which cannot be excluded are the whole agreement between the applicant named in the Estimate (‘Customer or you/your’) and Complete Alignments (‘we/us/our’). No other contractual terms of a Customer (such as on a purchase order or otherwise) apply and, if provided, they don’t constitute a counteroffer. If you accept delivery or supply of all or a portion of goods and/or services supplied under these Terms and as set out in the Estimate (‘Goods/Services’), you will be deemed to have accepted these Terms and they will apply to the exclusion of all others. We may vary these Terms by providing written notice to you..
2.1. Payment is due on or prior to thirty (30) days from the date of invoice unless we tell you in writing otherwise.
2.2. If we don’t receive payment on the due date, we may charge interest (as liquidated damages) at the interest rate prescribed for pre-judgment debts by the Supreme Court of the state of jurisdiction if payment is not received by the due date.
2.3. We may revoke our express or implied approval for giving you credit at any time.
2.4 We can set-off against any money owing to you amounts owed to us by you on any account whatsoever.
2.5 Any payments received from you on overdue accounts will be applied first to satisfy interest which may have accrued, second to reasonable expenses and legal costs, and then to principal.
2.6. You are liable for all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs (on a full indemnity basis) incurred by us for enforcement of obligations and recovery of monies due from you to us.
2.7 All sums outstanding become immediately due and payable by you to us if you make default in paying any sums due to us, you become bankrupt, or commit any act of bankruptcy, compound with your creditors, has judgment entered against you in any court or, being a company, have a provisional liquidator, liquidator, receiver, receiver manager or administrator appointed, notwithstanding the provisions of any other clause in these Terms.
Estimates and Pricing
3.1. Prices charged will be according to a current Estimate or determined by us by reference to our standard prices in effect at the date of delivery (whether notified to you or not and regardless of any prices contained in the order). We will use our best endeavours to notify you of price changes but bear no liability in respect of this. 3.2 An Estimate will not constitute an offer and will remain valid only for the period set out in the estimate. Documents requiring signature may be signed in electronic form and are binding from the time they are sent to us.
3.3 Prices in Estimates don’t include (unless specified):
(1) Any statutory tax, including any GST, duty or impost levied in respect of the Goods and not allowed for by us in calculating the price; or
(2) Costs and charges in relation to insurance, packing (other than our standard packing), crating, delivery (whether by road, rail, ship or air) and export of the Goods.
3.4. You must pay any variations in the invoice or contract price as a consequence of currency fluctuations.
3.5 These Terms are not affected by any impositions or alterations of customs duties or by decisions of the Customs Department with regard to either classification or value of duty or landing charges. Any such impositions are payable by you.
3.6 If we have not specified Customs duties to be charged to you at the time that you place your order, the price charged to you will be the price ruling as at the date of delivery. You acknowledge that our prices are subject to alteration from time to time.
Delivery and Supply
4.1. To the maximum extent permitted by law, we are not liable for failure to deliver/supply, or for delay in delivery/supply. If we quote a time for delivery or supply, it’s an estimate only. You will not be relieved of any obligation to accept or pay for goods or services including parts because of any failure to delivery or supply. We can stop supply/delivery if you fail to comply with these Terms.
4.2. We may refuse to supply any order in our absolute discretion and may make acceptance of an order conditional upon receiving a satisfactory credit assessment of the Customer.
4.3. If you tell us to deliver the Goods over different times or to different addresses from those specified in the Estimate, then you:
(1) are liable for any additional cost, charge and expense incurred by us in complying with your direction;
(2) must pay for the whole of the invoiced value of the Goods pursuant notwithstanding the staggered deliveries; and
(3) such action is deemed to be delivery to you.
4.4. You are deemed to accept delivery of the Goods where it is either delivered to your premises or when we notify you that the Goods are available for collection.
4.5. If you are unable or fail to accept delivery of the Goods, we may deliver it to a place of storage nominated by you and, failing such nomination, to a place determined by us. Such action is deemed to be delivery to you. You are liable for all cost, charge and expense incurred by us on account of storage, detention, double cartage/delivery or similar causes.
5.1. Until full payment has been made for all Goods, and any other sums in any way outstanding from you from time to time:
5.1.1. Title to the Goods does not pass to you and you must hold the Goods as bailee for us (returning the same to us on request). The Goods are nevertheless at your risk from the time of delivery/supply and you must insure the Goods from the time of delivery/supply.
5.1.2. You are only authorised to sell the Goods (or any portion of them) to third parties as our fiduciary agent; however you have no right to bind us to any liability to such third party by contract or otherwise. All payments (direct or indirect) received from such third parties by you for the Goods (or any portion of them) will be held on trust for us pursuant to the fiduciary relationship.
5.1.3. If you incorporate or transform the Goods (or any portion of them) into any other goods or products produced by you (or a third party), then you must hold a proportion of any payment (‘relevant proportion’) received by you for such goods or products on trust for us. You expressly acknowledge that the relevant proportion is equal to the dollar value of the Goods incorporated or transformed.
5.1.4. At all reasonable times we are irrevocably authorised to enter any premises where the Goods are kept, and to use your name and to act on your behalf, if necessary, to recover possession of the Goods without liability for trespass or any resulting damage.
5.2. In addition to any lien to which we may, by statute or otherwise, be entitled, in the event of the your insolvency, bankruptcy or winding up, we are entitled to a general lien over all property or goods belonging to you in our possession (although all or some of such property or goods may have been paid) for the unpaid price of any Goods sold or delivered to you under this or any other contract.
Availability of Stock/Parts
Any order that cannot be fulfilled on its receipt will automatically be back ordered and processed when stock or parts become available unless you specifically mark your order with the words: “Do Not Back Order”. Deliveries at any time are subject to availability of stock and we will not be liable for any charges due to product unavailability.
Returns, Cancellations and Claims
7.1. You acknowledge and agree that a failure to service and maintain your vehicle can lead to component failure, which is not our responsibility.
7.2. You must not return any Goods to us without obtaining our prior authorisation.
7.3. We will not accept cancellations or partial cancellation of an order unless we have first consented in writing to such cancellation or partial cancellation and unless a cancellation charge has been paid which, as determined by us, will indemnify us against all loss, without limitation. Cancellation will not be accepted on Goods that are not regular stock which are in the process of manufacture or ready for shipment.
7.4. All complaints, claims, or notification of lost Goods, incomplete Goods, Goods damaged in transit or Goods that do not comply with your purchase order must be submitted to us in writing within seven (7) business days of the date of the invoice rendered for the supply of the Goods. Otherwise, you are deemed to have accepted the Goods and you must not refuse to pay for the Goods on the basis that they were lost, incomplete, damaged in transit, or do not comply with your purchase order.
7.5. We are not responsible for any claims made by you for loss or damage to your property whilst on our premises if your property has not been collected within 2 business days of us advising you that it is ready for collection.
Privacy Act 1988 (‘Privacy Act’)
8.1. To enable us to assess your application for credit, you authorise us:
(1) to obtain from a credit reporting agency/body a consumer or commercial credit report containing personal information about you and any guarantors; and (2) to obtain a report from a credit reporting agency/body and other information in relation to your commercial credit activities, and (3) to give to a credit reporting agency/body information including identity particulars and application details.
8.2. You authorise us to give to and obtain from any credit provider named in the accompanying credit application and credit providers that may be named in a credit report issued by a credit reporting agency/body information about your credit arrangements. You understand that this information can include any information about your credit worthiness.
8.3. You understand that information can be used for the purposes of assessing your application for credit, assisting you to avoid defaulting on your credit obligations, assessing your credit worthiness and notifying other credit providers and credit reporting agencies of a default by your under these Terms.
You must notify us in writing within seven (7) days of:
(1) any alteration of your name or ownership;
(2) the issue of any legal proceedings against you;
(3) the appointment of any provisional liquidator, liquidator, receiver, receiver manager or administrator to you; and
(4) Any change in the ownership of your business name.
You agree that you are liable to us for all Goods supplied to the new owner by us until notice of any such change is received.
10.1. No warranties except those implied and that by law cannot be excluded are given by us in respect of Goods supplied. Where it is lawful to do so, our liability for a breach of a condition or warranty is limited to the repair or replacement of the Goods, the supply of equivalent Goods, the payment of the cost of repairing or replacing the Goods or acquiring equivalent Goods, as determined by us.
10.2. The warranty on all parts supplied is the same as the warranty provided by the manufacturer of the parts.
10.3. You must supply us with all servicing history as requested by us when making any warranty claim for our Goods or Services.
10.4. You acknowledge and warrant that you have relied on your own skill and judgment or, alternatively, on the skill and judgment of tradesmen and professional advisers retained by you to provide advice and assistance on the suitability of the Goods for specific purposes and procedures and, in this respect, you shall indemnify us from and against any suit, claim, demand or compensation which, but for these Terms, you may have had against us.
10.5. You warrant to us that you are purchasing Goods as the principal and not as an agent.
We shall be released from our obligations in the event of national emergency, war, pandemic, prohibitive governmental regulation or if any other cause beyond the control of the parties renders provision of the Goods or Services impossible, where all money due to us shall be paid immediately and, unless prohibited by law, we may elect to terminate these Terms.
You as beneficial owner and/or registered proprietor now charges in favour of all of your estate and interest in any real property (including but not limited to any applicable land owned by you or described as the your Street Address in the Credit Application if applicable) (‘Land’) to secure payment of accounts rendered by us to you for the delivery and/or supply of the Goods including interest payable on these accounts and costs (including legal costs on a full indemnity basis) incurred by us and including the costs to prepare and lodge a Caveat against the Land and to remove the Caveat. You irrevocably consent to the lodgement of a Caveat by us on the Land.
Failure to Act
Our failure to enforce or insist upon the timely performance of any term, condition, covenant or provision in these Terms, or our failure to exercise any right or remedy available under these Terms or at law, or our failure to insist upon timely payment of monies when due or to demand payment of any charges or fees which accrue or any extension of creditor forbearance under these Terms does not constitute a waiver of any subsequent default or a waiver of our right to demand timely payment of future obligations or strict compliance with the Terms.
14.1. These Terms are governed by and interpreted according to the laws of South Australia and the parties consent and submit to the jurisdiction of the Courts of South Australia.
14.2. Notwithstanding that any provision of the Terms may prove to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason that provision is deemed omitted without affecting the legality of the remaining provisions, and the remaining provisions of the Terms continue in full force and effect.