TERMS AND CONDITIONS OF SALE

These terms and conditions of sale ("Terms") are entered into between the Supplier (Farmers Centre (Narrogin) Pty Ltd of 29 Fairway street, Narrogin, Western Australia. ACN 127 829 814 ABN 58 127 829 814)) and the Customer as stated in the Order Form (to which these Terms are attached) and govern the sale of any goods (“Goods”) and any services (“Services”) as stated in the Order Form to the Customer.

Terms - The Goods and/or Services are sold to the Customer on the terms and conditions herein and any Quotation, Order Form or written agreement is subject to these terms and conditions.
Quotations - Unless previously withdrawn, any Quotation is open for acceptance within the period stated therein or, when no period is so stated, within 30 days after its date. The Supplier reserves the right to refuse for any reason any order based on the Quotation within 7 days after the receipt of the order. Upon acceptance by the Supplier of any order from the Customer that is based on a Quotation, a valid and binding contract will arise between the Supplier and the Customer for the supply of Goods and/or Services upon the terms and conditions herein.
Order Form – Upon acceptance by the Supplier of an order from the Customer contained within an Order Form, a valid and binding contract will arise between the Supplier and the Customer for the supply of Goods and/or Services on these terms and conditions.
Acceptance – Notwithstanding the terms and conditions herein, the Customer making full payment or part payment, providing instructions in relation to supply or giving verbal or written agreement to accept the Goods and/or Services shall all constitute acceptance of the terms and conditions herein.
Deposit - The Customer agrees to pay a deposit of at least an amount equal to the amount the Supplier must pay to its supplier to place an order for the Goods.
Trade In - Where the Customer delivers to the Supplier a Trade-In machine as indicated on the Order Form, the Supplier becomes bailee of the Trade-In machine and title remains with the Customer. Title to the Trade-In machine only passes to the Supplier from the Customer upon settlement of the sale of the goods to which the Trade-In Machine relates. If the goods are not delivered to the Customer for any reason, the Customer’s rights against the Supplier in respect of the Trade-In machine are limited to requesting that the Trade In machine be returned to the Customer at the Customer’s cost. Any Trade-In machine must be delivered by the Customer to the Supplier in substantially the same condition it was in when inspected by the Supplier. The Customer shall maintain comprehensive insurance for the Trade-In machine until title in it has passed to the Supplier in accordance with this clause.
Shortage/ Defect - The Customer will inspect the Goods and/or Services upon receipt and notify Supplier of any defects or shortages within 24 hours from the date of receipt and upon failing to do so, the Customer waives any claim against Supplier for defects in, or shortage of, any Goods and/or Services.
Cancellation by Supplier –The Supplier may in its sole discretion cancel delivery of any Goods and/or Services at any time before they are received by the Customer by giving written notice to the Customer and upon giving such notice shall not be liable for any loss or damage arising whatsoever from such cancellation.
Cancellation by the Customer - No order for Goods and/or Services may be cancelled by the Customer without consent in writing from Supplier.
Drawings/Specifications - All specifications, drawings, and particulars provided by the Supplier to the Customer are approximate only and any deviation does not vitiate any contract with the Supplier or provide any grounds for any claim howsoever arising against Supplier. The descriptions, illustrations and performances contained in catalogues, price lists and other advertising matter do not form part of these terms and conditions of sale or of the description applied to the Goods and/or Services.
Performance - Any performance figures given by Supplier are estimates only. The Supplier is not liable for any damages arising by reason of a failure of the goods to attain such performance unless specifically guaranteed in writing. Any such written guarantees are subject to the recognised tolerances applicable to such figures. The Customer acknowledges that in placing any order, the Customer has not relied upon the skill or judgment of the Supplier to determine whether the goods are reasonable fit for any particular purpose or relied upon or been induced by any statements, representations or inducements by the Supplier which are not incorporated in the agreement.
Delivery - Any delivery times made known to the Customer is an estimate only unless a guaranteed delivery time has been given by the Supplier in writing. The Customer shall accept and pay for goods if and when tendered notwithstanding any failure by the Supplier to deliver by the quoted date. Written advice to the Customer that goods are ready for delivery whether in whole or in part shall constitute tendering and the terms of payment shall apply. The Supplier reserves the right to delivery by instalments and if delivery is made by instalments the Customer shall not be entitled to terminate or cancel the agreement. The Customer shall take delivery of the goods within 7 days of notification from the Supplier that the goods are ready for delivery. Where the Customer does not accept delivery of goods when the goods are ready for delivery by the Supplier, the Customer shall be liable for additional charges at the Supplier’s current rates for storage and/or double the handling or if there is no current rate then at a rate determined by the Supplier in its sole discretion. Where delivery is effected by the Supplier and a representative of the Customer does not sign a delivery docket the Customer agrees that the delivery docket as signed by the delivery driver is proof of that delivery and the Customer shall not dispute that the goods the subject of that delivery were delivered. The Customer bears sole responsibility for and the risk of unloading the goods. The Supplier shall not be liable to the Customer or any other party for any loss or damage including direct or indirect or consequential injury loss or damage whatsoever by reason of any delay in delivery or non-delivery whether the same is due to the negligence of the Supplier or any other party, actions constituting fundamental breach of contract, strike or any other industrial action, or any other cause whatsoever. Notwithstanding changes in construction or design of the Goods made by the manufacturer, the Customer will accept in performance of this agreement the manufacturer’s standard model current at the date of delivery which corresponds to the Goods.
Force Majeure – The Supplier will not be liable for any default due to a condition that is out of the reasonable control of Supplier including flood, fire, storm, strike, pandemic, or the like.
Risk - The risk in the goods (but not the title) the subject of any sale shall pass to the Customer upon the passing of possession from the Supplier to the Customer or the Customer’s carrier and the Customer undertakes to insure the goods prior to risk in the goods passing to the Customer from the Supplier.
Price rise - If the costs of the goods increases for the Supplier after the date of the order made by the Customer but before delivery to the Customer, the Supplier may increase the price to the Customer in the same proportion to any such increase in cost to the Supplier.
Title - Notwithstanding the delivery of the goods or part thereof the goods remain the sole and absolute property of the Supplier as both legal and equitable owner until such time as the Customer has paid the Supplier the entire purchase price (and if applicable delivered any Trade In machine) together with the full price of any other goods the subject of any other contract with the Supplier. The Customer acknowledges that it receives possession of and holds goods delivered by the Supplier solely as bailee for the Supplier until such time as the full price thereof is paid to the Supplier together with the full price of any other goods then the subject of any other contract with the Supplier. Until such time as the Customer becomes the owner of the goods, it will store them on the premises separately, ensure that the goods are kept in a good and serviceable condition, secure the goods from risk, damage and theft and keep the goods fully insured against such risks that are usual and common to insure against in a business of a similar nature to that of the Customer.
Payment - Until the goods are paid for in full, the Customer may not sell the goods without the Supplier’s written consent, and if such consent is provided, the proceeds of any such sale shall be held paid into and held in a separate account on trust for the Supplier and the Customer holds the Goods as the Supplier’s fiduciary agent, and, the Customer shall not represent to any third parties that it is acting in any way for the Supplier and the Customer shall account to the Supplier from this fund for the full price of the goods. Where the Customer is entitled to a period of credit, but if prior to the expiration of the period of credit the goods are sold, the Customer shall account to the Supplier for all proceeds of the sale received. Should the Customer die, stop payment or call a meeting of its creditors or become insolvent or subject to the bankruptcy laws or being a company calls a meeting for the purpose of or to go into liquidation or has a winding-up petition presented against it or has a receiver or administrator appointed, the Supplier may at its option notwithstanding its waiver of such default or failure and without prejudice to its other rights under this or documents notwithstanding terms of payment previously specified may repossess and take over the Goods and dispose of the same in its own interest without prejudice to any claim it may have for the damages for any loss resulting from such resale. In the event that the Customer uses the Goods in some manufacturing or construction process of its own or of some third party, then the Customer shall hold such part of the proceeds of such manufacturing or construction process as relates to the Goods on trust for the Supplier. Such part shall be deemed to equal in dollar terms to the amount owing by the Customer to the Supplier at the time of the receipt of such proceeds. If the Customer does not pay for any Goods on the due date the Supplier is hereby irrevocably authorised by the Customer to enter the Customer’s premises (or any premises under the control of the Customer or as agent of the Customer in which the goods are stored at such premises) and use reasonable force to take the possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to the Customer whatsoever. On retaking possession of the goods the Supplier may elect to refund to the Customer any part payment that may have been made and to credit the Customer’s accounts with the value of the goods less any charge for recovery of the goods, or to resell the goods.
Guarantee and Warranty – Except those guarantees provided under the Australian Consumer Law, the Supplier provides no warranties in relation to new or used Goods. Where the Goods have not been manufactured by the Supplier, the guarantee and warranty of the manufacturer of the Goods is accepted by the Customer and is the only guarantee and warranty given to the Customer in respect of the Goods. The Supplier agrees to assign to the Customer on request made by the Customer the benefit of any warranty or guarantee that the manufacturer has granted to the Supplier to the extent that the benefit of any warranty or guarantee is assignable. The Supplier’s liability for breach of a condition or warranty implied by the Competition and Consumer Act 2010 is limited to: (i) in the case of Goods, the replacement of the goods, supply of equivalent goods, repair of the goods, payment of the cost of replacing the goods or acquiring equivalent goods or having the goods repaired; or (ii) in the case of services, the supplying of the services again or payment of the cost of having the services supplied again. If a manufacturer’s warranty applies to the goods, then the liability of the Supplier is limited to the extent of the manufacturer performing the manufacturer’s warranty. Non genuine parts accessories products or additives identified as such and not supplied or approved by the manufacturer for use in the goods are not covered by the manufacturer’s warranties in respect of such parts, accessories, products, or additives and may make the warranty provided by the manufacturer unenforceable. Although the Supplier may in some instances be engaged by the manufacturer as the authorised dealer to fulfill the manufacturer’s warranties , the Customer acknowledges and agrees that the Supplier provides no warranties in its own capacity and the Customer agrees not to hold the Supplier liable for any failure to fulfill the manufacturer’s warranties.
Payment – The Supplier will charge, and the Customer will pay as per the amount in the Quotation or Order Form or any written agreement. The final invoice provided to the Customer may vary from the Quotation where the Customer and Supplier have agreed to additional Goods and/or Services. The invoice amount is payable net and payment of the amount plus GST is due on the day of delivery of the Goods or supply of Services unless other terms of payment are agreed in writing by Supplier. The Customer shall not be treated as having paid for Goods and/or Services until such time as cleared funds are received by Supplier. All payments that are due to the Supplier by the Customer are to be made without deduction or set-off, whether legal or equitable. The Customer agrees to indemnify Supplier against all costs and expenses (including legal costs on an indemnity basis) incurred by Supplier and/or its agents by reason of the Customer, including those relating to any enforcement of obligations and recovery of monies due to the Supplier or possession of Goods. The Supplier may at any time set-off amounts owed by the Supplier to the Customer from any money owing by the Customer to the Supplier. Any error in an invoice supplied to the Customer by the Supplier must be communicated in writing to Supplier within 14 days of receiving the invoice. Notwithstanding the communication, the full amount of the invoice shall remain as the amount owed by the Customer to Supplier.
Assignment – The Supplier has the right to assign to a third party any obligations that it has to the Customer in relation to the supply of Goods and/or Services.
Used Goods - For any second hand or used Goods sold, except to the extent that a manufacturer’s warranty applies in clause 17, all used or second-hand Goods are sold on an “as is where is” basis with all existing or future inadequacies, faults or defects, if any, and whether they are known or unknown. The Supplier does not warrant that second hand or used Goods are fit for any purpose or are free from any defects and does not warrant the accuracy of any service or repair history, meter or hour readings and to the extent permitted by law the Customer releases the Supplier from all liability arising or connection with any defects faults or inadequacies in the Goods and any warranty under these terms or at law excludes liability for costs other than what is reasonable or customary to rectify and does not include costs for time or labour, testing, travel or freight or packaging and handling. The Customer acknowledges and agrees that they have had a reasonable opportunity to inspect and test the goods and has performed its own due diligence on the goods. The Supplier is not liable to the Customer on any basis whatsoever for any loss or damage incurred by the Customer with respect to, arising from, in connection with or incidental to the used goods.
Default – If the Customer defaults in compliance with this agreement or any other agreement with the Supplier, the Supplier may withhold further supplies of goods or terminate this agreement or vary the terms of this agreement without prejudice to its rights. The Customer shall pay the Supplier interest at a rate of 2.5% per month on daily balances in respect of any amounts as may from time to time be overdue until paid and such money together with all interest shall be recoverable forthwith from the Customer. Without prejudice to any other right or remedy the Customer shall indemnify the Supplier against any costs’ fees charges and disbursements charged by any solicitor engaged for the purpose of the collection or recovery of moneys due and payable by the Customer to the Supplier on an indemnity basis and any fees, charges disbursements or commissions charged by any mercantile agency or debt collecting firm.
Security - The Customer charges all beneficial interests (freehold and lease hold) in land and personal property held now or in the future by the Customer for the benefit of Supplier until any sums owing to the Supplier by the Customer are paid in full. The Customer agrees that if demand is made by the Supplier, the Customer receiving such demand will immediately execute a mortgage or other instrument of security, or consent to a caveat, as required, and against the event that the Customer fails to do so within a reasonable time of being so requested, the Customer hereby irrevocably and by way of security, appoints any credit manager or solicitor engaged by the company to be its attorney to execute and register such instruments.
Personal Property Securities Act and Personal Property Securities Register - The Customer acknowledges that a security interest (as that term is defined in the Personal Property Securities Act) (‘PPSA’) in the Goods (and any repairs or additions to the Goods) arises in favour of the Supplier (“Security Interest”).The Customer acknowledges and agrees that the Supplier is entitled to register a financing statement on the Personal Property Securities Register against the Purchaser and the Goods in accordance with the PPSA. The Customer must promptly do anything the Supplier requires to ensure that the Security Interest is a perfected security interest and has priority over all other security interests and undertakes not to register a financing change statement or make an amendment demand pursuant to section 178 of the PPSA in respect of the Supplier’s registration. The Customer further agrees that the following provisions of the PPSA will not apply and the Purchaser will have no rights under them: section 95 (to the extent that it requires the secured party to give notices to the grantor); section 121(4); section 125; sections 129(2) and (3); section 132; section 142 and section 143. The Purchaser agrees to keep all information of the kind mentioned in section 275(1) of the PPSA confidential and will not authorise the disclosure of such information except in accordance with section 275(7). The Purchaser waives its right under section 157 of the PPSA to receive notice of any verification statement relating to the registration of any financing statement or any related financing change statement and agrees that the Supplier is required to give a notice under the PPSA only if the notice is obligatory and the giving of the notice cannot be excluded under the PPSA, and the Purchaser waives any rights to receive any notices unless they are required to be given and cannot be excluded and agrees to notify the Supplier in writing of any change to the Purchaser’s details provided in the Order Form or otherwise previously provided to the Supplier.
Additional work and parts - The Customer authorises the Supplier to complete any work requested by the Customer on including the purchase of any parts or materials required for the completion of such work and agrees that the Supplier is not liable for any delays in completing work caused by unavailable parts or delays in parts becoming available by any cause. Should further repairs beyond the work requested by the Customer be necessary, the Supplier will seek verbal and/or written authority to proceed with that work before doing so.
License to operate - The Customer grants the Supplier and its employees’ permission to operate the machinery described herein on streets, highways or elsewhere for the purposes of testing and/or inspection.
Uncollected goods - Goods not collected will be dealt with in accordance with the Disposal of Uncollected Goods Act 1970 WA.
Replacement at Supplier’s election - Goods may instead of being repaired, be substituted with refurbished goods and refurbished parts may be used to repair the goods.
Data retention - Use-generated data may be lost during repair and the Supplier is not liable where this occurs.
Place of contract - Notwithstanding any implication of law to the contrary, any contract between us and you shall be deemed to be made and construed and to be enforceable in and according to the laws of the State of Western Australia and subject to the jurisdiction of the Courts of that State. Any claim commenced in the Magistrates Court of Western Australia or District of Western Australia shall be dealt with through the Albany Registry of that Court.
Severance - If any of these terms or conditions is or becomes for any reason wholly or partly invalid, that term or condition, to the extent of the invalidity, shall be severed without prejudice to the continuing force and validity of the remaining conditions.
Implied terms - To the extent permitted by law, all guarantees, warranties, terms, and conditions implied by law (including any warranties as to the suitability of the Goods for the use to which they will be put) are excluded. With respect to any implied term not permitted to be excluded by law, to the extent permitted by law, the liability of the Supplier shall be limited to, at the Supplier's option: the replacement of the Goods or the supply of equivalent Goods; or the repair of the Goods; or the payment of the costs of replacing the Goods or of acquiring equivalent Goods; or the payment of the cost of having the Goods repaired.
Limitation of liability: The Supplier shall be under no liability for any damage, injury, direct or consequential or other loss or loss of profits, income, goodwill or costs, charges, and expenses on the part of the Customer.
Modifications - Where the Customer requests that the Supplier makes a modification to a product or machine, the Customer accepts that once the modification is made, the Customer may no longer be able to rely on any manufacturer warranty attaching to that product or machine. To the extent permitted by law, the Supplier is not liable for any defects to the Goods arising because of any modifications made to the Goods.
Trustee - If the Customer is the trustee of a trust, the Customer warrants that it has full power and authority to enter into any contract with the Supplier and that these terms will bind the Customer personally and as trustee, irrespective of whether or not it discloses to the Supplier that it is the trustee at the time of entering into a contract or any other agreement with the Supplier.