Willem4 Pty Ltd T/as Green Edge Commercial Interiors ABN 89606247527

 

 

These terms and conditions form the basis of any agreement between Willem4 Pty Ltd ta Green Edge Commercial Interiors (“GREEN EDGE”) and the purchaser (“Customer”) of goods (“Goods”) supplied by GREEN EDGE.

 

1.               Orders

(a)             GREEN EDGE shall provide Customer with a written quote (“Quote”) which contains specifications for each item of Goods ordered by Customer including: nature of the Goods; proposed delivery date and the price of the Goods.

(b)             A Quote shall be valid for thirty (30) days from the date that it is issued by GREEN EDGE.

(c)             Customer must provide GREEN EDGE with written confirmation or acceptance of the Quote within the thirty (30) day period before there is a binding contract (“order”) between the parties.

(d)             An Order may only be cancelled with GREEN EDGE’s written consent.  Customer agrees to reimburse GREEN EDGE for any costs incurred by GREEN EDGE in connection with the Order to the date of cancellation.

 

2.               Pricing and Payment

(a)             GREEN EDGE may charge the Customer additional costs incurred by GREEN EDGE as a result of the following:  (i) Customer changing an Order after materials have been ordered or production has been commenced; (ii) the section dimensions of tables and work surfaces ordered not fitting within the site lift; (iii) failure of Customer to accept delivery of the Goods on the delivery date; (iv) the delivery being beyond the scope defined in clause 3(a); (v) the Goods being delivered in installments or in more than one delivery; (vi) delays or complications in the delivery due to difficult access to the premises, misrepresentations made regarding access and description of the premises or failure to provide particulars regarding access and nature of the premises; (vii) any charges imposed by a third party in connection with the installation and delivery; or (viii) any increase in existing or imposition of new taxes, customs duties or government levies.

(b)                       Payment Terms

·          Orders up to $2500 - 100% paid on order.

·          Orders over $2500 – 50% paid on order and the remaining paid 30 days from date of invoice.

·          Orders over $50,001 – To be discussed prior to order. Approval in writing will be provided by GREEN EDGE’s General Manager.

GREEN EDGE shall provide Customer with an invoice (“Invoice”) for the Goods delivered which shall include the price stipulated in the Order together with any applicable additional costs described in clause 2(a) (“Purchase Price”).  Subject to the payment terms as specified on the Quote. Credit application will need to be completed and approved by GREEN EDGE before acceptance of order if 7, 14, 21 or 30 day payment terms required unless prior Credit Application has already been approved.

(c)             GREEN EDGE shall provide Customer with an invoice (“Invoice”) for the Goods delivered which shall include the price stipulated in the Order together with any applicable additional costs described in clause 2(a) (“Purchase Price”).  Subject to the payment terms agreed in the Order, Customer shall pay GREEN EDGE the Purchase Price within accepted payments terms.

(d)             In the event that Customer fails to pay the Purchase Price in accordance with these payment terms GREEN EDGE may exercise one or more of the following rights; (i) require Customer to pay interest of five (5%) percent per annum calculated daily on the balance outstanding until the Purchase Price is paid in full; (ii) enter at any time the relevant premises and repossess the Goods without liability for trespass or damage; or (iii) refuse to produce or deliver any Goods ordered by Customer.

(e)             Customer shall not be entitled to set off against the Purchase Price any money alleged to be owing by GREEN EDGE to Customer.

(f)             As we are furniture suppliers, not construction contractors and our products carry independent manufacturer warranties no retention of any amount will be considered and our terms of payment are to be stricktly complied with.

 

3.               Delivery

(a)             “Delivery” is defined as a single delivery within the Adelaide metropolitan area during normal business hours (Monday–Friday 8.30am to 5.00pm) with clear and unobstructed access (via goods lift and/or no more than 5 stairs).

(b)             GREEN EDGE shall deliver the goods to the customer’s premises or such other location as the customer may designate on the delivery date specified in the order or such other date agreed upon by the parties.

(c)             Prior to the delivery date, customer shall provide GREEN EDGE with written particulars regarding access and description of the premises.

(d)             Should the delivery date be postponed by:

(i)                    the Customer, then  agrees to pay GREEN EDGE’s additional costs incurred in redelivery and storage; or a minimum of 5% of the total contract value and payment in full. Quote confirmation at time of notification.

(ii)                   GREEN EDGE, then no penalty applies.

 

4.                     Return of Goods

(a)             GREEN EDGE is under no obligation to accept any return of Goods that are manufactured in accordance with the specifications of the Order.  Customer shall pay GREEN EDGE restocking fee equal to 20% of the Purchase Price for any such return of Goods permitted by GREEN EDGE.

(b)             In the event that Customer has received Goods that are not in accordance with the specifications of the Order, Customer must provide GREEN EDGE with written notice of the particulars of any discrepancies within seven (7) days of the date of delivery of the Goods in question.  If GREEN EDGE agrees with the discrepancies in the notice, GREEN EDGE may, at its discretion, (i) rectify the discrepancy or replace the Goods in question, (ii) provide Customer with a discount in the Purchase Price, or (iii) give Customer a credit to be applied to future orders.

 

5.               Title and Risk

(a)             Upon delivery of the Goods to the Customer’s premises or such other location designated by the Customer, the Goods shall remain at the risk of the Customer.

(b)             Title in the Goods shall be retained by GREEN EDGE until full payment of the Purchase Price, at which time title in the Goods shall pass to the Customer.

(c)             If the Goods have been delivered but Customer has not paid the full Purchase Price, Customer must insure the Goods against all risks for Goods of that kind for a value not less than the Purchase Price, until such time as title to the Goods passes to Customer.  Customer shall hold any proceeds of insurance received in trust for GREEN EDGE and shall pay any monies received first to GREEN EDGE until full payment of the Purchase Price is received by GREEN EDGE.

 

6.               Liability and conditional warranty

(a)             GREEN EDGE shall not be liable for any loss, damage (including incidental, consequential or special damages), costs or expenses suffered by Customer, to person or property, arising from the manufacturing, installation or use of the Goods.  Notwithstanding the foregoing, GREEN EDGE’s liability in the aggregate shall be limited to an amount not exceeding the Purchase Price for the Goods in question.

(b)             GREEN EDGE warrants all Goods against faulty workmanship and materials for a period of 12 months from delivery. This warranty does not include fabrics which are offered with their standard manufacturer’s warranty. The goods must be used for their purpose and an image of the damage must be emailed on notification.

 

7.               Intellectual Property

Customer acknowledges and agrees that GREEN EDGE retains all proprietary rights, title and interest in and to the Goods including all trade names used by GREEN EDGE.  Customer shall not permit any of the Goods or GREEN EDGE’s trade names to be copied, reproduced or manufactured by its employees, agents or any third party without GREEN EDGE’s prior written consent.

 

8.               Termination

(a)             If Customer fails to perform any of its obligations under these terms and conditions, GREEN EDGE may immediately terminate the Order by written notice of termination to Customer.

(b)             An Order will immediately terminate without notice, in the event that (i) Customer becomes insolvent, unable to pay its debts as they become due (ii) discontinues its business; (iii) Customer is assigned into bankruptcy, becomes bankrupt or makes an assignment in favor of its creditors; (iv) a receiver, manager, liquidator or administrator has been appointed to deal with Customer’s assets; (v) there is a change of control of the Customer; or (vi) Customer dies or become incapacitated.

(c)             In the event that the Order is terminated pursuant to this clause, any money owing by Customer to GREEN EDGE becomes immediately due and payable.  If Customer fails to pay the outstanding balance, GREEN EDGE may repossess the Goods.  Customer hereby authorizes GREEN EDGE, its employees or agents to enter Customer’s premises or the premises where the Goods are located and use reasonable force to take possession of the Goods without liability for trespass or damage.

 

9.               Force Majeure

GREEN EDGE shall not be liable to Customer for any delay or failure to perform its obligations under an Order or these terms and conditions resulting from circumstances beyond its reasonable control, including but not limited to, war, act of terrorism, riot, insurrection, strike, trade dispute, fire, earthquake, flood, storm or other natural disaster; damage to personal material, equipment or other property; or shortage of any materials or labor (each an example of “Force Majeure”).  In the event of a Force Majeure, GREEN EDGE may (a) extend the time for fulfilling its obligations under the Order for a period not to exceed three (3) months; or (b) terminate the Order.