Terms of Order
These terms of order (‘Terms of Order’) apply to the supply of all goods and services (“Products”) by BSR Franchising Pty Ltd ACN 122 556 094 trading as RT Edwards Commercial (“RTE Commercial”) to any person (“the Customer”).
The Customer’s placement of an order to purchase Products from RTE Commercial or acceptance of RTE Commercial’s quote to deliver Products constitutes acceptance of these Terms of Order. These Terms of Order supersede and are not modified by any conditions of sale, including payment terms, used by or appearing on any document that the Customer may provide, except for any executed Agreement between RTE Commercial and the Customer signed by both parties.
2 Order Acceptance
RTE Commercial reserves the right to reject any order and/or to limit quantities on any order. The availability of products and services on our website is subject to change without notice. Special order items require minimum 25% deposit or must be paid in full otherwise they can be cancelled. Project orders require 120 day lead time. Due to manufacturers ongoing research and development, between Order placement and delivery, a Product may be discontinued and replaced by a newer model.
The Customer agrees to pay RTE Commercial the prices for the Products specified in RTE Commercial’s invoice which has either been accepted by the Customer or which is the subject of the order placed by the Customer with RTE Commercial and accepted by RTE Commercial.
4 Fees, GST and other taxes
The Customer must pay RTE Commercial goods and services tax and any other taxes, duties, fees & levies (“Taxes”) relating to the Products supplied (not including income related taxes or employee related taxes). The amount of Taxes may vary between the date of Order placement and delivery. RTE Commercial reserves the right to alter fees prior to issuing a final invoice.
(a) Cash accounts must be settled prior to or on delivery and require minimum 25% deposit on Orders. Unless otherwise agreed or required by RTE Commercial, Customers with an approved credit account , must make payment of all amounts within 30 days from the end of the relevant calendar month (EOM) during which the invoice was issued by RTE Commercial. Payments may be made via the payment portal on www.rtedwardscommercial.com.au or cash on delivery.
(b) All payments made by credit card may incur a surcharge equivalent to the fees and costs incurred by RTE Commercial for credit card transactions.
(c) If the Customer fails to make payment in accordance with these Terms of Order, RTE Commercial shall be entitled to:
(i) require that the Customer pay for any further Products in full at the time the Products are ordered;
(ii) claim from the Customer all costs, expenses and charges incurred in recovering payment including, but not limited to, any mercantile agent’s costs and legal costs and disbursements on a solicitor-client full indemnity basis;
(iii) cease any further deliveries to the Customer and terminate without liability any agreement in relation to Products that have not been delivered to the Customer;
(iv) preclude the Customer from participating in special deals, discounts, bonus payments, redemptions, rebates and all other incentive programs until its accounts are no longer overdue;
(v) require the Customer to provide to RTE Commercial a copy of their latest audited financial statement and or other financial details;
(vi) charge an account keeping fee at the rate of two per centum (2%) per month on a cumulative basis calculated on a day to day basis on any monies due but unpaid to RTE Commercial. Such amounts will be computed from the due date for payment. The parties agree that such amounts are not a penalty but are a true measure of damages incurred by RTE Commercial; and
(vii) exercise any of the rights set out in clause 8 below or that are otherwise available to RTE Commercial at law.
6 Set off
If for any reason RTE Commercial owes the Customer any money, RTE Commercial may set off and deduct from the money owed by RTE Commercial any amount due and owing by the Customer to RTE Commercial. The Customer shall not be entitled to set off or withhold payment of any account by reason of any account query, claim, dispute or set off, unless otherwise agreed in writing by RTE Commercial.
7 Delivery & Risk
(a) Delivery is to Customer’s site ground floor central location via bulk drop, and any variations will incur charges.
(b) RTE Commercial’s delivery obligation is discharged on arrival of the Products at the Customer’s nominated delivery destination, nominated transport company, nominated agent or the address appearing on the invoice, whichever occurs first. The Customer shall unload the Products upon delivery, provided that if the Customer is unable or unwilling to accept physical delivery of the Products, RTE Commercial shall be entitled to charge a fee for any delay experienced or for the storage of the Products which shall be at the risk and cost of the Customer. RTE Commercial may, at its discretion, make and invoice partial deliveries and each partial delivery shall be a separate sale pursuant to these Terms of Order. Re-delivery cost is minimum $45 plus GST.
(c) The risk in the Products shall pass to the Customer upon delivery to the Customer or its agent or to a transport company nominated by the Customer. All delivered goods must be signed for and any damages reported to the carrier and recorded on the delivery docket.
(d) The Customer shall examine the Products immediately after delivery and RTE Commercial shall not be liable for any incorrect delivery, shortage, defect or damage unless RTE Commercial receives details in writing within seven (7) days of the date of delivery of the Products.
(e) Subject to clause 7(c), acceptance of the Products shall be deemed for all purposes to have taken place when delivery has occurred.
(f) Third party deliveries of the Product may be arranged at the request of the Customer subject to the acceptance of RTE Commercial. The cost of such delivery shall be to the Customer’s account and the delivery charges will be detailed separately on the sales invoice. RTE Commercial is entitled to charge a fee for delivery.
(g) On request, RTE Commercial may move the Customer’s old appliances for a fee, and entirely at the owner’s risk.
(h) Unless otherwise agreed by RTE Commercial, Products must be collected within 30 days of being received in store.
8 Legal & Equitable Title
(a) Ownership of the Products remains with RTE Commercial until the Customer has paid all indebtedness on an all monies basis to RTE Commercial on any account whatsoever.
(b) The Customer agrees that it is in possession of the Products solely as a bailee for RTE Commercial until all payments owing to RTE Commercial have been made in full on an ongoing basis and until such payment:
(i) the Customer shall be fully responsible for any loss or damage to the Products whatsoever and howsoever caused following delivery;
(ii) the Customer shall store the Products separately from its own goods and those of any other party and in a manner which clearly identifies the Products, whether as separate chattels or as components, as the property of RTE Commercial; and
(iii) the Customer shall maintain records of Products owned by RTE Commercial identifying them as RTE Commercial’s property. The Customer shall allow RTE Commercial to inspect these records and the Products upon request.
(c) RTE Commercial licenses the Customer to install the Products. If the Products are affixed to other materials, the totality thereof shall be the sole and exclusive property of RTE Commercial until full payment has been made to RTE Commercial.
(d) The Customer shall be at liberty to sell the Products in the ordinary course of its business, subject to the condition that until payment has been made to RTE Commercial, the Customer shall sell as an agent and bailee for RTE Commercial.
(e) RTE Commercial reserves the following rights in relation to the Products until all amounts owed by the Customer to RTE Commercial are fully paid:
(ii) to enter the Customer’s premises (or the premises of any associated company or agent where the Products are located) without liability for trespass or any resulting damage and retake possession of the Products;
(iii) to permit the manufacturer or importer to enter the Customer’s premises (or the premises of any associated company or agent where the Products are located) without liability for trespass or any resulting damage and retake possession of the Products; and
(iv) to keep or resell any of the Products repossessed pursuant to clauses 8(e)(i) to 8(e)(iii).
(f) If the Products are sold by the Customer, the Customer must hold in trust such part of the proceeds of any such sales as represent the invoice price of the Product sold as the beneficial property of RTE Commercial and must pay such amount to RTE Commercial upon request. In such circumstances, RTE Commercial is entitled to maintain an action against the Customer for the purchase price of the Product.
(g) If payment for the Product is not made by the Customer by the due date specified by RTE Commercial to the Customer, then the Customer shall return the Products to RTE Commercial upon demand. If the Customer does not return the Product to RTE Commercial within 48 hours of receipt of such demand, RTE Commercial or its nominated agent shall be entitled to enter the premises at any time to do all things necessary to recover the Product. The Customer shall be liable for all costs associated with the exercise by RTE Commercial of its rights under this clause and all such costs shall be payable by the Customer upon RTE Commercial’s demand.
The Customer cannot cancel its order for the Products unless such cancellation is agreed to in writing by an appropriately authorised representative of RTE Commercial. If the Customer cancels its order, the Customer must indemnify RTE Commercial against all losses arising from the cancellation.
10 Returns and claims
(a) RTE Commercial is not obliged to accept for return or exchange any Products, except as required by law or by these Terms of Order, and may be subject to a 20% restocking fee.
(b) All requests for returns and claims relating to defective Products are to be made with the manufacturer directly and in accordance with their claims and returns polices, and to the extent permitted by law, RTE Commercial shall not in any way be liable with respect to such claims.
(a) The Customer will be in default under these Terms of Order if:
(i) the Customer breaches these Terms of Order or any other agreement with BSR Franchising Pty Ltd for the supply of products;
(ii) payment for the Products has not been received by RTE Commercial by the due date for payment;
(iii) the Customer, as an individual, commits an act of bankruptcy or become insolvent;
(iv) the Customer being a body corporate ceases to carry on its business or becomes insolvent or an order is made, or a resolution passed for its winding up, whether voluntary or otherwise, or if a receiver, receiver and manager, or administrator is appointed to the whole, or any part of its assets;
(v) RTE Commercial determines the Customer’s credit worthiness or its credit standing alters adversely.
(b) If the Customer defaults, RTE Commercial may:
(i) cease any further deliveries to the Customer and cancel any order in relation to Products that have not been delivered to the Customer;
(ii) treat the agreement with the Customer as repudiated and sue for breach of contract or other remedies available to RTE Commercial;
(iii) refuse to supply any Products to the Customer;
(iv) claim the return of any Products in the Customer’s possession where title has not passed to a consumer;
(v) without notice to the Customer withdraw or vary any credit RTE Commercial may have provided to the Customer; or
(vi) without notice to the Customer, make all monies owing to RTE Commercial on any account immediately due and payable.
(a) The Products may be warranted by the manufacturer of the Products against defective workmanship and materials and such warranty is subject to the terms stated in the Warranty Card attached to the Product (Manufacturer Warranty).
(b) In addition to any remedies which may apply under the Manufacturer Warranty, the Customer is also entitled to the consumer guarantees under the Australian Consumer Law, where applicable. Further details regarding consumer guarantees may be found at www.consumerlaw.gov.au.
(c) To the extent permitted by law all other implied conditions and warranties are expressly excluded.
13 Limitation of liability
(a) Nothing in these Terms of Order shall be read or applied so as to exclude, restrict or modify, or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Competition and Consumer Act 2010 (Cth) which includes the Australian Consumer Law) and which by law cannot be excluded, restricted or modified.
(b) To the extent permitted by law, RTE Commercial shall not be liable to the Customer for any injury, harm, loss, damage, costs, expense or other claim including economic loss or loss of profits howsoever arising from the supply of the Products or arising from any breach, default or negligence of RTE Commercial, including its employees and agents, in connection with the supply of the Products.
(c) If the Customer is entitled to the benefit of any implied terms which cannot be excluded, RTE Commercial’s liability shall be limited, at its option, in the case of a supply of goods to:
(i) the replacement of the Product or the supply of an equivalent or similar Product;
(ii) the payment of the costs of replacing the Products or acquiring the relevant Products;
(iii) the payment of the costs of having the Products repaired; or
(iv) the repair of the Product; and
in the case of services to:
(v) the resupply of the services; or
(vi) the payment of the cost of having the services performed again.
14 Force Majeure
RTE Commercial shall not be held liable for failure to comply with these Terms of Order to the extent that RTE Commercial’s performance is prevented or delayed because of circumstances outside of RTE Commercial’s control. This includes but is not limited to unforeseen events such as pandemics, strikes, breakdown of machinery, adverse non foreseeable weather conditions, or action of government or a port authority.
RTE Commercial may amend these Terms of Order from time to time by written notice to the Customer or posting the updated terms on www.rtewardscommercial.com.au. The amended terms will apply to orders placed after the date of publication/notice.
16 Governing Law
These Terms of Order are governed by the laws of Queensland and the parties submit to the non-exclusive jurisdiction of the courts of Queensland.
The terms of the Order and associated quotes are strictly confidential and are to be viewed only by the Customer.