Terms

DEFINITIONS

a) The Supplier is LEHMANN BROS PTY LTD (ACN 085 085 203) and its employees and or other persons acting as authorised agents.

b) The Customer is the Person/s or Company buying the goods and/or services as specified in any invoice, document, order and if there is more than one Customer is a reference to each Customer jointly and severally.

c) The Goods are the Product provided by the Supplier and include, but are not limited to, the sale and supply of Agricultural Equipments, Parts, Vehicle and or Machinery.

d) The Services are the Product provided by the Supplier and include, but are not limited to, the repair, the hire of Agricultural Equipment, Machinery, Vehicle and or installation and maintenance of Agricultural Equipment, Machinery, Vehicle in accordance with a signed Quotation or Order.

e) The Price is the purchase or rental price or Quotation price of the Goods and Services.

f) Indirect, Special or Consequential loss or damage includes i) any loss of income profit or business; ii) any loss of good will or reputation; iii) any loss of value of intellectual property.

INTERPRETATION

In this agreement the singular shall include the plural, words importing persons shall apply to corporations and the masculine shall include feminine and neuter.
Where more than one Customer completes this agreement each shall be liable jointly and severally.
These Terms and Conditions are binding on the Customer, their heirs, assigns, executors and trustees or other successor in title and where applicable administrator, receiver or liquidator.

CREDIT CHECK & PRIVACY ACT 1988

The Customer hereby authorises the Supplier to disclose information to a credit reporting agency and to obtain consumer or commercial information permitted by the Privacy Act 1988 from a credit reporting agency and to use such information in order to assess the application for credit, and further to verify account references provided in support of this application. These authorities shall remain in force for the duration of the credit contract.

GENERAL

Any order placed by the Customer is deemed to be an order incorporating these Terms and Conditions not withstanding any inconsistencies which may be introduced in the Customer orders or acceptance unless expressly agreed to by the Supplier in writing.
No subsequent correspondence or document including any Order by the Customer shall modify or otherwise vary these Terms and Conditions unless such variation is in writing and signed by the Supplier.
The Supplier shall provide the Goods and Services to the Customer in response to purchase orders in the manner specified in this agreement.
The Supplier may vary the Terms & Conditions by giving fourteen (14) days notice in writing to the Customer.

QUOTATIONS

The Supplier shall at the Customer’s request provide a quotation for the Goods and Services requested by the Customer:

(a) Any written quotation given by the Supplier is not an offer to sell and shall expire within thirty (30) days from the date of the written quotation. Quotation may also be provided to the Customer by verbal communication over the telephone.

(b) All prices are based on costs of labour, material, taxes and statutory charges current at the time of quotation. Should this vary during the period from date of quotation to the date of invoice the difference will become the responsibility of the Customer and the Customer will be invoiced for the extra charge by the Supplier.

(c) All prices for Services are based on the whole of the work being carried out as one continuous project devoid of delay in the provision by third parties of Goods, Material, Parts, Services or Structures.

(d) The Price is that quoted by the Supplier in respect of the particular Order and not in any brochure or other product information published.

(e) All information contained in a quotation is confidential and remains the property of the Supplier at all times.

(f) Unless prior arrangements are made with the Supplier, the Customer would arrange and bear the cost of delivery, freight and insurance for Material and or Parts ordered by the Customer.

PLACEMENT OF ORDERS

A contact for the supply of Goods and Services is made when the Customer communicates, by writing, by conduct or by verbal communication to the Supplier its acceptance of the written or verbal quotation.
Orders and request for Goods and Services placed by the Customer with the Supplier will be considered valid when placing the order by telephone.
The Supplier reserves the right to;

(a) decline request for any Goods and Services requested by the Customer.

(b) Cancel or postpone appointments without prior notice.

If the Customer places an order with the Supplier and the Supplier places an order with a third party Supplier to meet the Customer’s request, the Customer shall be liable for the Price of Goods order if the Customer cancels the order and the Goods have already been despatched.

GOODS AND SERVICES

The Supplier shall supply or otherwise provide the Goods and Services specified in the Customer’s order.
The Customer will ensure when placing orders that there is sufficient information and adequate specification to enable the Supplier to execute the Order.
The Supplier takes no responsibility if the specifications are wrong or inaccurate and the Customer will be liable for the expenses incurred by the Supplier for any work requires to rectify the Order.
The Customer is responsible to ensure that the Supplier is made aware of any special requirements pertaining to the order and that the Supplier relies on the integrity of the information supplied to it.
The Supplier will not be liable for any loss incurred as a result of delay, or failure to make any supply of Goods or to observe any of these conditions due to an event of force majeure, being any cause or circumstance beyond the Supplier’s reasonable control.
Subject to complying with its obligations under this agreement, the Supplier shall exercise its independent discretion as to the most appropriate and effective manner of providing the Goods and Services and satisfying the Customer’s expectations of those Goods and Services.
In discharge of its duties, the Supplier shall comply with all reasonable resolutions, regulations and directions of the Customer that may lawfully be given from time to time as to the nature and scope of the service to be provided.
Nothing in the above clause shall effect the Supplier’s right to exercise its own judgment and to utilise its skills as it considers most appropriate in order to achieve compliance with the said resolutions, regulations and directions or otherwise with its obligations under this agreement.
The Supplier may agree to provide, on request from the Customer, additional service not included or specifically excluded in the Order. In this event, the Supplier shall be entitled to make an additional charge.

GOODS ON HIRE

The Customer must return the Goods to the Supplier within the agreed and/or stipulated rental period in an undamaged condition subject to normal fair wear and tear and, as far as practicable in the same condition in which the Goods were received by the Customer.
The Customer acknowledges that all the Goods are the property of the Supplier.
The Supplier accepts that the Goods must not be otherwise sold in whole or in part for commercial gain.

ACCESS

The Customer shall, where relevant, ensure the Supplier has full and safe access to the Customer’s premises and any necessary equipment, materials and information.
The Customer will be additional charged if the Supplier’s work is interfered with or no proper or safe access is provided to the Supplier.

AVAILABILITY OF SERVICES

The Supplier takes no responsibility for representation made in relations to the Goods or in any delay in delivery of the Goods made by a third party or third party manufacturer.
Subject to compliance with security requirements, access restrictions and availability of products, parts and material, the Supplier may provide its services during such hours and on such days as it considers necessary and appropriate to ensure compliance with its obligations under each purchase order.
Unless specified by the Supplier to the contrary in the quotation, the Supplier does not warrant that it will be capable of attending the Customer’s premises or of providing the services at specific times requested by the Customer during the term of this agreement.

RETURN OF GOODS SOLD

The Customer is not entitled to return Goods sold to them by the Supplier unless the Supplier consents to the return of Goods and subject to the following conditions:

(a) The Goods must be returned within fourteen (14) days of purchase;

(b) The Goods must be unused and undamaged.

LIABILITY OF THE SUPPLIER

The Supplier is not liable for and the Customer releases the Supplier from any direct, indirect, special or consequential losses or damage suffered by the Customer however caused, and regardless of whether the Customer has been advised of the possibility of such loss except where such loss is caused by the negligence of the Supplier, its servant or agents and in no event shall the Supplier be liable for an amount exceeding the price of the Contract.
Subject to Clause 32 above the Supplier will not be liable to the Customer for any physical or financial injury, loss or damage to the Customer which may be suffered or incurred or arise directly or indirectly from the use or effect of Goods and Services supplied and or performance of the Goods and Services under these terms and conditions or in respect of a failure or omission on the part of the Supplier to comply with its obligations.
If the Customer does not advise the Supplier of any fault, damage or defect in Goods and Services or failure to comply with the descriptions and quantity ordered made pursuant to these conditions within fourteen (14) days of the Goods leaving possession of the Supplier:

(a) The Customer is deemed to have accepted the Goods and Services and is deemed to agree that the Goods and Services are not faulty, damaged or defective and comply with the terms of contract made pursuant to these Terms and Conditions;

(b) The Customer releases and discharges the Supplier from and against any claims, actions, loss or liability relating to any fault, damage or defect in Goods or any failure of the Goods to comply with the terms of contract made pursuant to these Terms and Conditions;

(c) All Goods where a claim is made are to be returned to the Supplier or are to be left in the state and condition in which they were delivered until such time as the Supplier or its duly authorized agent has inspected the Goods. Such inspection is to be carried out within a reasonable time after notification. If the Goods are not so left in the state and condition in which they were delivered, the Customer shall be deemed to have accepted the Goods and shall pay the purchase price.

WARRANTY

All Goods sold are subject to the applicable manufacturer’s warranty, guarantee and trading terms.
The Supplier provides 12 months warranty for the Supplier’s workmanship and labour.
The Customer acknowledges and agrees that any warranty or guarantee claims must be made against the manufacturer of the Goods directly.

RETENTION OF TITLE

Title to Goods sold to the Customer remains with the Supplier until full payment is made.
The Supplier reserves the right to repossess the Goods so provided in full or partial satisfaction of unpaid invoices.
The Supplier reserves the right to enter the Customer’s premises (or the premises of any associated Company or Agent where the Goods are located) without liability for trespass or any resulting damage in retaking possession of the Goods.
If the Goods are resold, or products manufactured using the Goods are sold, by the Customer, the Customer shall hold such part of the proceeds of any such sale as represents the invoiced price of the Goods sold or used in the manufacture of the Goods sold in a separate identifiable account as the beneficial property of the Supplier and shall pay such amount to the Supplier upon request. Notwithstanding the provisions above the Supplier shall be entitled to maintain an action against the Customer for the full purchase price.

PERSONAL PROPERTY SECURITIES ACT 2209 (PPSA)

The Customer agrees and acknowledges that:

(a) these Terms and Conditions constitute a security agreement which creates a security interest in favour of the Supplier and in goods including services previously supplied to the Customer (if any) and all future goods including services supplied to the Customer by the Supplier (or for the Customer’s account) to secure the payment from time to time and at a time, including future advances. The Customer agrees to grant to the Supplier a Purchase Money Security Interest.

(b) pursuant to the retention of title clauses 38-41, the Supplier obtains a Security Interest in all goods and services supplied by the Supplier to the Customer on credit, including any commingled goods.

(c) the Supplier can, without notice to the Customer, seek registration of its Security Interest on the Personal Property Securities Register (PPSR) and

(d) pursuant to section 275(6) of the PPSA, the Customer agrees that the Supplier is not required to disclose to an interested person information pertaining to the Supplier’s Security Interest unless required to do so pursuant to the PPSA or at law generally.

43. The Customer agrees to:

a) sign any further documents and/or provide any further information (which information the Customer warrants to be complete and up-to-date in all respects) which the supplier may reasonably require to enable perfection of its Security Interest or registration of a Financing Statement or Financing Charge Statement on the PPSR;

b) not register a Financing Charge Statement or make a demand to alter the Financing Statement pursuant to Section 178 of the PPSA in respect of the goods, including any services, without the prior written consent of the Supplier;

c) give the Supplier not less than 14 days written notice of any proposed change in their name and/or any other changes in their details (including but not limited to, changes in their address, facsimile number, email address, trading name or business practice)

d) indemnify the Supplier against any costs the Supplier incurs in perfecting and maintaining its perfected Security Interest in the goods or such other Personal Property under the PPSA and any costs the Supplier may incur in the course of enforcing any of its rights under this Agreement, the PPSA or at law generally;

e) procure from any persons considered by the Supplier to be relevant to its security position, such agreement and waivers as the Supplier may at any time reasonably require;

To the extent permitted by the PPSA the Customer waives its rights to:

a) receive a notice under any of subsections 95(1), 121(4), 129(2) and 130(1) and sections 135 and 157 of the PPSA;

b) receive a statement that includes the information referred to in paragraph 132(3)(d) of the PPSA;

c) receive a statement under subsection 132(4) of the PPSA;

d) redeem Collateral after default under section 142 of the PPSA unless the lessor agrees in writing to such redemption;

e) reinstate the Security Agreement under section 143 of the PPSA; and

f) give a Notice of Objection under section 137 of the PPSA.

PAYMENT

Unless otherwise agreed to in writing, the Customer shall pay the price of the Goods and Services within twenty (20) days from the end of each month in which the Goods and Services was invoiced(“the due date”).
Any extension of credit shall be at the absolute discretion of the Supplier.

GOODS AND SERVICES TAX

GST refers to goods and services tax under the Goods and Services Act 1999 (“GST Act”) and terms used herein have the meanings contained within the GST Act.

It is hereby agreed between the Customer and the Supplier that the consideration for the Supplier expressed in this agreement is exclusive of the Supplier’s liability of GST.

On sale:

(i) The Customer will pay to the Supplier, in addition to the total purchase price, the amount payable by the Supplier of GST on the taxable supply made by the Supplier under this agreement;

(ii) The Supplier shall deliver to the Customer a Tax Invoice for the supply in a form which complies with the GST Act and Regulations.

OVERDUE ACCOUNTS

If the Supplier does not receive the total price for the Goods and Services within twenty (20) days form the date of the invoice (“the due date”), the Customer agrees to pay interest of 1.25% per month on a compounding basis as late payment fees, if so requested by the Supplier.
If the Supplier is not paid in full by the due date, the Supplier reserves the right to forward the Customer’s outstanding account to a debt collection agency for further action.
The Customer acknowledges and agrees that:

(a) After the Due date, the Outstanding Balance shall include, but not be limited to, all applicable fees and charges under this agreement;

(b) The Supplier may incur commission costs charged by the debt recovery agency on the Aggregate Sum (as defined in sub-clause (c) at an applicable rate agreed between the Supplier and the debt recovery agency (“Commission Rate”);

(c) The Customer will be responsible for payment of the aggregate of the Outstanding Balance on the Customer’s account and all commission costs incurred by the Supplier (“Aggregate Sum”), the intention of the parties being that the Supplier will receive the whole outstanding balance after the deduction of commission costs and other expenses;

(d) The Aggregate Sum will be calculated as follows:

Aggregate Sum = Outstanding Balance

(1 – Commission Rate)

(e) The Aggregate Sum may be referred to a debt collection agency for further action;

(f) The Aggregate Sum will be payable as a liquidated debt on demand;

(g) The Customer shall also be responsible for all expenses in relation to the collection of the debt including but not limited to all charges and fees, legal costs on an indemnity basis and disbursements.

DISHONOUR OF CHEQUE

If any cheque issued by the Customer or by any third party in payment for goods is dishonoured:

(a) The Supplier may refuse to supply any further goods (whether or not the Supplier is to make any further deliveries of the goods), until satisfactory payment is received in full;

(b) The Supplier is entitled to treat the dishonour of the Customer’s cheque as a repudiation of this agreement and to elect between terminating this agreement or affirming this agreement, and in each case claiming and recovering compensation for loss or damage suffered as a result of the dishonoured cheque.

SET-OFF/WAIVER

The Customer shall have no right of set-off in any suit, claim or proceeding brought by the Supplier against the Customer for default in payment.
The Customer acknowledges that the Supplier can produce this clause in bar to any proceeding for set- off.
A party does not waive a right simply because it fails to exercise the right, delays exercising the right or only exercises part of the right. A party waives a right under these Terms and conditions only if it does so in writing.
A waiver of one breach of a term of these conditions does not operate as a waiver of another breach of the same terms or any other term, nor does it invalidate these Terms and Conditions.
If a provision in these Terms and Conditions is wholly or partly invalid or unenforceable in any jurisdiction, that provision or that part of it that is invalid or unenforceable must, to the extent in that jurisdiction, be treated as deleted from these conditions. This does not affect the validity of enforceability of remaining provisions in that jurisdiction, or of the deleted provision in any jurisdiction.
No statement or recommendation made or advice, supervision or assistance given by the Supplier, its employees, agent or representatives whether oral or written must be construed as or constitutes a warranty or representation by the Supplier or waiver of any clause in these conditions. The Supplier is not liable for loss or damage arising directly or indirectly from any act or omission to act arising directly or indirectly from any such statements, recommendations, advice, supervision or assistance.
Nothing in these conditions is intended to exclude, restrict or modify rights which the Customer may have under the Trade Practices Act 1974 or any other legislation which may not be excluded, restricted or modified by agreement.

ASSIGNMENT

The Contract is personal to the Customer which shall not assign its rights or delegate its performance hereunder without the consent in writing of the Supplier.
The Supplier may in its discretion and without notification to the Customer, sub-contract the whole or any part of the services to a third party or parties.

INDEMNITY

Without prejudice to any other rights the Supplier might have, the Customer shall indemnify the Supplier for any loss, damage or expense incurred by the Supplier should the Customer breach any of these Terms and Conditions.

INSURANCE

The Customer is responsible to effect whatever insurance cover he requires at his own expense

AGREEMENT CONSTITUTE WHOLE AGREEMENT

The conditions set out in this agreement constitute the whole agreement made between the Customer and the Supplier and no officer, servant or agent of the Supplier has any authority to vary, omit or add any terms or conditions to it.

JURISDICTION

All dispute relating to or arising out of this Agreement:

(a) Shall be governed by the law of Queensland.

(b) Shall be resolved by the Queensland Courts with the appropriate jurisdiction.

I understand and agree to be bound by the Terms and Conditions set out herein.

SIGNATURE: ……………………………………………………….

NAME: ……………………………………………………….

POSITION HELD: ……………………………………………............. DATE: ……/……/20…

SIGNATURE: ……………………………………………………….