Terms & Conditions of Sale

1 General

The whole of the Agreement between DSC Clamps Pty. Ltd. ACN: 066 471 323 (“DSC Clamps”) and the Applicant referred to in the Credit Application or (“Customer”) are those set out in these Terms and Conditions as amended from time to time and those, if any, which are implied and which cannot be excluded by law (“Terms”). Any other contractual terms of the Customer (whether upon the Customer’s order or elsewhere) which are contrary to or inconsistent with these Terms shall not apply nor shall they constitute a counter-offer. By receiving delivery and/or supply of all or a portion of the goods, materials and/or parts and/or labour and/or services supplied by DSC Clamps under these Terms ("Goods"), the Customer shall be deemed to have accepted these Terms and to have agreed that they shall apply to the exclusion of all others. All Goods are charged at the price ruling at the date of invoice and any GST within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 or other government imposts shall be payable by the Customer in addition.

2 Credit Terms

2.1 Payment is due on or prior to thirty (30) days from the date of invoice rendered in respect of the supply of the Goods unless otherwise stated in writing by DSC Clamps. DSC Clamps may charge interest at a rate of 1.5% per month if payment is not received by the due date.

2.2 The granting of credit does not oblige DSC Clamps to extend any particular amount of credit to the customer and may be revoked or withdrawn by DSC Clamps at any time.

2.3 DSC Clamps is entitled to set-off against any money owing to the Customer amounts owed to DSC Clamps by the Customer on any account whatsoever.

2.4 Any payments received from the Customer on overdue accounts will be applied first to satisfy interest which may have accrued, second to reasonable expenses and legal costs referred to in Clause 2.5, and then to principal.

2.5 The Customer is liable for all reasonable expenses (including contingent expenses such as debt collection commission) and legal costs (on a full indemnity basis) incurred by DSC Clamps for enforcement of obligations and recovery of monies due from the Customer to DSC Clamps

3 Quotations and Pricing

3.1 Prices charged for Goods will be determined by DSC Clamps by reference to its standard prices in effect at the date of delivery (whether notified to the Customer or not and regardless of any prices contained in the order). DSC Clamps will use its best endeavours to notify the Customer of price changes but bears no liability in respect of this.

3.2 DSC Clamps will use its best endeavours to provide Customers with feed back on all faxed and telephoned order on the following:
- Price discrepancies
- Deleted line and their alternatives if applicable
- Incorrect pack quantities
- Out of stock with an ETA
- MFO (Manufactured to Order) lines with estimated ETA
- Minimum order value will be highlighted to customer and advised of the service fee.

3.3 Any quotation, acceptance of quotation, purchase order or other document which requires signature may be signed in electronic form, and such signature shall be binding upon the person affixing that signature.

3.4 Unless otherwise specified by DSC Clamps, the prices exclude any statutory tax, including any GST, duty or impost levied in respect of the Goods and which has not been allowed for by DSC Clamps in calculating the price.
4 Minimum Order Value

For finished Goods orders of less than $150.00, accessory orders of less than $75.00 or spare parts orders of less than $40.00, DSC Clamps reserves the right either to not accept an order or to charge the Customer a handling fee as determined by DSC Clamps at its absolute discretion from time to time.
Urgent orders/Same day delivery will incur market freight Charges.

5 Delivery and Supply

5.1 Any times quoted for delivery and/or supply are estimates only and DSC Clamps shall not be liable for failure to deliver/supply, or for delay in delivery/supply. The Customer shall not be relieved of any obligation to accept or pay for Goods, by reason of any delay in delivery/supply or dispatch. DSC Clamps reserves the right to stop supply at any time if the Customer fails to comply with the Terms.

5.2 DSC Clamps may refuse to supply any order by the Customer for Goods in its absolute discretion and may make acceptance of an order conditional upon it receiving a satisfactory credit assessment of the Customer.

5.3 If the Customer directs that delivery of the Goods be staggered over different times or to different addresses from those specified in the Credit Application, then the Customer:-
5.3.1 shall be liable for any additional cost, charge and expense incurred by DSC Clamps in complying with the Customer's direction; and
5.3.2 shall pay for the whole of the invoiced value of the Goods notwithstanding the staggered deliveries; and
5.3.3 such action shall be deemed to be delivery to the Customer.

5.4 The Customer is deemed to accept delivery of the Goods where it is either delivered to the Customer's premises or when DSC Clamps notifies the Customer that the Goods are available for collection.

5.5 If the Customer is unable or fails to accept delivery of the Goods, DSC Clamps may deliver it to a place of storage nominated by the Customer and, failing such nomination, to a place determined by DSC Clamps Such action shall be deemed to be delivery to the Customer. The Customer shall be liable for all cost, charge and expense incurred by DSC Clamps on account of storage, detention, double cartage/delivery or similar causes.

6 Property

6.1 Until full payment has been made for all Goods, and any other sums in any way outstanding from the Customer to DSC Clamps from time to time:-
6.1.1 All sums outstanding become immediately due and payable by the Customer to DSC Clamps if the Customer makes default in paying any other sums due to DSC Clamps, becomes bankrupt, or commits any act of bankruptcy, compounds with its creditors, has judgment entered against it in any court or, being a company, has a provisional liquidator, liquidator, receiver, receiver manager or administrator appointed, notwithstanding the provisions of any other clause in these Terms.
6.1.2 The property in the Goods shall not pass to the Customer and the Customer shall hold the Goods as bailee for DSC Clamps (returning the same to DSC Clamps on request). The Goods shall nevertheless be at the risk of the Customer from the time of delivery/supply and the Customer must insure the Goods from the time of delivery/supply.
6.1.3 The Customer is only authorised to sell the Goods (or any portion of them) to third parties as the fiduciary agent of DSC Clamps provided that there shall be no right to bind DSC Clamps to any liability to such third party by contract or otherwise. All payments (direct or indirect) received from such third parties by the Customer for the Goods (or any portion of them) shall be held on trust for DSC Clamps pursuant to the fiduciary relationship.
6.1.4 In the event that the Customer incorporates or transforms the Goods (or any portion of them) into any other goods or products produced by the Customer (or a third party), then the Customer must hold a proportion of any payment ("relevant proportion") received by the Customer for such goods or products on trust for DSC Clamps The Customer expressly acknowledges that the relevant proportion shall be equal to the dollar value of the Goods incorporated or transformed and the Customer further acknowledges that any part payment (not exceeding the relevant proportion) received by the Customer for such goods or products is received as payment first of the relevant proportion.
6.1.5 DSC Clamps is irrevocably authorised to enter any premises where the Goods are kept, and to use the name of the Customer and to act on its behalf, if necessary, to recover possession of the Goods without liability for trespass or any resulting damage.

6.2 In addition to any lien to which DSC Clamps may, by statute or otherwise, be entitled, DSC Clamps shall in the event of the Customer's insolvency, bankruptcy or winding up, be entitled to a general lien over all property or goods belonging to the Customer in DSC Clamps 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 the Customer under this or any other contract.

7 Availability of Stock

7.1 Any order that cannot be fulfilled on its receipt will automatically be back ordered and processed when stock becomes available unless it is the Customer's stated standard policy not to accept back orders or the Customer specifically marks its order, "Do Not Back Order". Deliveries at any time are subject to availability of stock and DSC Clamps will not be liable for any charges due to product unavailability.

7.2 All goods are packed in "Standard Pack" quantities, which DSC Clamps experience has shown to be the most convenient and suitable. An additional charge may be made for goods to be specifically packed and labelled.

8 Freight

Unless otherwise agreed, DSC Clamps will ship by the least expensive route and carrier to all points. If the purchaser chooses a route with a higher charge than the route of DSC Clamps Pty. Ltd’s choice for shipment, DSC Clamps will charge the difference to the Customer.

9 Returns, Cancellations and Claims

9.1 The Customer shall not return any Goods to DSC Clamps without obtaining prior authorisation from DSC Clamps No returns will be accepted unless a copy of the relevant invoice is enclosed with the returned Goods. A list of the Goods returned including product descriptions, quantity, date of return and the Customer's name and address must also be enclosed. Freight charges must be paid by the Customer. All Goods must be returned in the original packaging where possible and the Customer shall be responsible for all damage incurred during return shipment. A credit note will be issued by DSC Clamps only after Goods returned are either collected by DSC Clamps authorised representative or agent or returned to it by the Customer as set out above. The Customer shall not deduct the amount of any anticipated credit from any payment due to DSC Clamps but must await receipt of a credit note.

9.2 All goods returned must be of merchantable and reasonable quality such that the goods are complete in their original packaging, not shop-soiled, are not price ticketed and are still listed in the current price list.

9.3 If DSC Clamps accepts the return of any Goods that have been ordered, DSC Clamps may charge the Customer twenty per cent (20%) of the invoice price as a handling fee with freight costs and risk remaining the responsibility of the Customer.

9.4 No cancellations or partial cancellation of an order by the Customer shall be accepted by DSC Clamps unless it has first consented in writing to such cancellation or partial cancellation and unless a cancellation charge has been paid which, as determined by DSC Clamps, will indemnify DSC Clamps 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.

9.5 All complaints, claims, or notification of lost Goods, incomplete Goods, Goods damaged in transit or Goods that do not comply with the Customer’s purchase order must be submitted by the Customer to DSC Clamps in writing within seven (7) business days of the date of the invoice rendered for the supply of the Goods. Otherwise, the Customer shall be deemed to have accepted the Goods and shall not refuse to pay for the Goods on the basis that they were lost, incomplete, damaged in transit, or do not comply with the Customer’s purchase order.

9.6 The claim form must quote the invoice number against which the Goods were initially supplied. DSC Clamps reserves the right to issue credit on returned Goods at purchase price or current price, whichever is lower.

9.7 Electroplated Finishes - Although DSC Clamps applied the finest protective coatings available in the plated surface of its Goods, brass, bronze and other antique finishes have their limitations and in time the protective lacquer may deteriorate either from exposure to weather, perspiration, extremes of climate, frequency of use or other factors. Tarnishing or excessive wear of these finishes is therefore not a defect but a normal process which is unavoidable. Under the circumstances these finishes cannot be guaranteed and Goods will not be repaired or replace under DSC Clamps warranty on account of tarnishing or wear of finishes. DSC Clamps will not be responsible for the damage caused to metal finishes by acid or other solvents or chemicals.

9.8 Certain other specific conditions may apply to the return of mortice, rim, tie bolt and cylindrical locksets. Please refer to Lockset Section of price list.

10 Personal Property Security Interest

10.1 The Customer grants DSC Clamps a Security Interest in the goods supplied as Commercial Property, more particularly described as Other Goods (a relevant sub-classification of collateral described in the regulations pursuant to section 20(4) of the PPSA) and their Proceeds to secure the obligation of the Customer to pay the purchase price of the goods and any other obligations of the Customer to DSC Clamps under this contract (together the “Indebtedness”) and, where the goods and/or Proceeds are not readily identifiable and/or traceable or their recoverable value is insufficient to pay the Indebtedness, the security interest shall also extend to all the Customers present and after acquired property, of which the goods form part, to the extent required to secured the Indebtedness.

10.2 As and when required by DSC Clamps the Customer shall, at its own expense, provide all reasonable assistance and relevant information to enable DSC Clamps to register a Financing Statement or a Financing Change Statement and generally to obtain, maintain, register and enforce DSC Clamps Security Interest in respect of the goods supplied, in accordance with the Personal Property Securities Act 2009 (“PPSA”).

10.3 The Customer shall not change its name without first notifying DSC Clamps of the new name not less than 7 days before the change takes effect.

10.4 Notwithstanding any reference to a particular invoice/order, where any sum remains outstanding by the Customer on more than one invoice/order, any payments received from the Customer shall be deemed to be made by the Customer and applied by DSC Clamps in the following order:
10.4.1 To any obligation owed by the Customer to DSC Clamps which is unsecured, in the order in which the obligations were incurred;
10.4.2 To any obligations that are secured, but not by a Purchase Money Security Interest, in the order in which those obligations were incurred;
10.4.3 To obligations that are secured by a Purchase Money Security Interest, in the order in which those obligations were incurred.

10.5 Until the Customer has paid all money owing to DSC Clamps the Customer shall at all times ensure that:
10.5.1 All goods supplied by DSC Clamps, while in the Customer’s possession, can be readily identified and distinguished, and/or
10.5.2 All Proceeds (in whatever form) that the Customer received from the sale of any of the goods are readily identifiable and traceable.

10.6 Where the goods are purchased by the Customer and held as Inventory, nothing in this clause shall prevent the Customer from selling or leasing and delivering the goods in the ordinary course of the Customer’s business. Otherwise until the Customer has paid all money owing to DSC Clamps the Customer shall not sell or grant a Security Interest in the goods without DSC Clamps written consent.

10.7 The parties agree to contract out of the PPSA in accordance with Section 115 of the PPSA to the extent that Section 115 applies for the benefit of, and does not impose a burden on, DSC Clamps. The Customer waives its right to receive a Verification Statement in respect of any Financing Statement or Financing Change Statement registered by or on behalf of DSC Clamps in respect of the Security Interest created by these terms and conditions.

10.8 For the purpose of this clause words and phrases starting with a capital letter shall have the respective meanings given to them under, or in the context of the PPSA.

11 Privacy Act 1988 (“Privacy Act”)

To enable DSC Clamps to assess the Customer’s application for credit, the Customer authorises DSC Clamps:-
11.1 To obtain from a credit reporting agency a consumer or commercial credit report containing personal information about the Customer and its guarantors pursuant to Section 18K(1) of the Privacy Act; and
11.2 To obtain a report from a credit reporting agency and other information in relation to the Customer’s commercial credit activities, and on a periodic basis.
11.3 To give to a credit reporting agency information including identity particulars and application details
AND in accordance with Section 18N(1) of the Privacy Act the Customer authorises DSC Clamps 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 information about the Customer’s credit arrangements. The Customer understands that this information can include any information about its credit worthiness, credit standing, credit history or credit capacity that credit providers are allowed to give or receive from each other under the Privacy Act.
The Customer understands that information can be used for the purposes of assessing its application for credit (Section 18L(4) Privacy Act), assisting it to avoid defaulting on its credit obligations, assessing its credit worthiness and notifying other credit providers and credit reporting agencies of a default by it under these Terms.

12 Notification

The Customer must notify DSC Clamps in writing within seven (7) days of:-
12.1 Any alteration of the name or ownership of the Customer.
12.2 The issue of any legal proceedings against the Customer.
12.3 The appointment of any provisional liquidator, liquidator, receiver, receiver manager or administrator to the Customer.
12.4 Any change in the ownership of the business name of the Customer. The Customer agrees that it shall be liable to DSC Clamps for all Goods supplied to the new owner by DSC Clamps until notice of any such change is received.

13 Warranties

13.1 No warranties except those implied and that by law cannot be excluded are given by DSC Clamps in respect of Goods supplied. Where it is lawful to do so, the liability of DSC Clamps 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 DSC Clamps.

13.2 The Customer acknowledges and warrants that it has relied on its own skill and judgment or, alternatively, on the skill and judgment of tradesmen and professional advisers retained by it to provide advice and assistance on the suitability of the Goods for specific purposes and procedures and, in this respect, shall indemnify DSC Clamps from and against any suit, claim, demand or compensation which, but for these Terms, the Customer may have had against DSC Clamps.

13.3 The Customer acknowledges and warrants that the Goods are being purchased for resale unless otherwise specified in writing to DSC Clamps.

14 Force Majeure

DSC Clamps shall be released from its obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the control of the parties renders provision of the Goods impossible, not limited to but including:
a) Circumstances outside DSC Clamps control
b) Failure of DSC Clamps Machinery
c) Failure of a supplier to DSC Clamps

15 Equitable Charge

The Customer as beneficial owner and/or registered proprietor now charges in favour of DSC Clamps all of the Customer's estate and interest in any real property (including but not limited to any applicable land owned by the Customer named or described as the Customer's Street Address in the Credit Application if applicable) ("Land") to secure payment of accounts rendered by DSC Clamps to the Customer 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 DSC Clamps and including the costs to prepare and lodge a Caveat against the Land and to remove the Caveat.

16 Failure to Act

DSC Clamps failure to enforce or insist upon the timely performance of any term, condition, covenant or provision in these Terms, or DSC Clamps failure to exercise any right or remedy available under these Terms or at law, or DSC Clamps 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 shall not constitute a waiver of any subsequent default or a waiver of DSC Clamps right to demand timely payment of future obligations or strict compliance with the Terms.

17 Legal Construction

17.1 These Terms shall be governed by and interpreted according to the laws of Victoria and DSC Clamps and the Customer consent and submit to the jurisdiction of the Courts of Victoria.

17.2 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 shall continue in full force and effect.