Scroll Top

TRADING TERMS

/ trading terms

DEFINITIONS

1.1        In these Terms:

ACL means the Australian Consumer Law Schedule to the Competition and Consumer Act 2010 (Cth) and its associated regulations as amended;
Agreement means any agreement for the supply of Goods by CBMA;
CBMA means Compliant Building Materials Australasia Pty Ltd ABN 27 633 942 300 of 59 Metrolink Circuit, Campbellfield VIC 3061 and includes its contractors, successors and assigns;
Consumer has the meaning as defined in the ACL and in determining if the Customer is a consumer, the determination is made if the Customer is a consumer under the ACL;
Customer means the person or organisation acquiring Goods from CBMA;
Delivery means the delivery of the Goods in accordance with these Terms and includes CBMA making the Goods available for collection;
Goods means any goods supplied by CBMA to the Customer from time to time pursuant to a Purchase Order;
GST means any goods and services or value added tax, including GST, within the meaning of A New Tax System (Goods and Services Tax) Act 1999 (Cth) and its associated regulations as amended;
PPSA means the Personal Property Securities Act 2009 (Cth) and its associated regulations, as amended;
Price means any price for the Goods stated in a Purchase Order or an accepted Quotation from time to time, subject to clause 4;
Price File means any document or file containing current prices for Goods supplied by CBMA from time to time;
Purchase Order means any order for Goods that is or has been placed by a Customer to CBMA pursuant to these Terms;
Quotation means any written quotation provided by CBMA to a Customer from time to time;
Terms means these Terms and Conditions of Trade as varied or amended from time to time;
Trading Account means an account for the supply of Goods on credit approved by CBMA in writing in respect of a Customer who has supplied all required credit applications and documents to CBMA;
Warranty has the meaning given in clause 13.1;
Website means any webpage controlled by CBMA from time to time.

2.0        BASIS OF AGREEMENT
2.1        Unless otherwise agreed by CBMA in writing, these Terms apply exclusively to every Agreement and cannot be varied or replaced by any other terms, including the Customer’s terms and conditions of purchase (if any).
2.2        An Agreement may include additional terms as specified on the Website from time to time.
2.3        An Agreement is accepted by CBMA when CBMA accepts a Purchase Order from the Customer. CBMA has absolute discretion to refuse or accept any order.
2.4        CBMA may vary or amend these Terms at any time by uploading an amended version of these Terms to the Website.
2.5        Any variations or amendments to these Terms in accordance with clause 2.4 will apply to orders placed after the date that the amended Terms are uploaded to the Website.
3.0       QUOTATIONS
3.1        Any Quotation provided by CBMA is valid for a period of 30 days from the date of issue unless a longer period is expressly stated by CBMA in the Quotation document.
3.2        CBMA may (at its absolute direction) refuse to accept any Purchase Order in respect of a Quotation where:

  1. the 30 day validity period for the relevant Quotation has expired; or
  2. the Quotation was not given in writing by CBMA.

3.3        Where a Customer has been given access to the Price File, CBMA reserves its right to vary any prices set out in the Price File by providing 30 days written notice to the Customer.
3.4      Notwithstanding clause 3.3, the Customer acknowledges and agrees that CBMA may vary any Prices set out in a Price File immediately by providing written notice to the Customer if:

  1. the Customer has not placed a Purchase Order in the preceding 90 day period; or
  2. the Customer has any outstanding accounts which have not been paid by the relevant due date.

4.0       PRICING
4.1      Unless otherwise expressly stated in writing by CBMA, all Prices for the supply of Goods are GST exclusive and do not include any amounts that the Customer is required to pay in respect of:

  1. Delivery; and
  2. any other duties, taxes or imposts imposed in relation to the Goods in Australia.

4.2      Unless otherwise agreed by CBMA in writing, the Customer must pay, in addition to the Price, all GST payable in respect of the supply of the Goods and all costs associated with the Delivery of the Goods to the address specified by the Customer when submitting a Purchase Order.
4.3      If the Customer requests a variation to the Goods or where there is otherwise any change in the costs incurred by CBMA in relation to the Goods after the order has been accepted, CBMA may vary the Price to take into account any such change, by notifying the Customer in writing.
4.4      Any variations to the Price in accordance with clause 4.3 will be reflected on an updated tax invoice provided by CBMA to the Customer.
4.5      Any Prices (including recommended retail prices) listed on the Website or contained in any CBMA Price File, Quotation or any other document are an invitation to treat only, and are not binding on CBMA.
5.0 PAYMENT
5.1      Unless otherwise agreed by CBMA in writing, payment of the Price must be made in full on or prior to the date of Delivery, except in the case of a Purchase Order made pursuant to an approved Trading Account, in which case payment must be made within the timeframe specified in clause 6 of these Terms.
5.2      CBMA accepts payment by way of EFTPOS, credit card or bank transfer. For the avoidance of doubt, CBMA do not (and are under no obligation to) accept any cash payments, cheques, cryptocurrency or other forms of payments.
5.3      Any payment required to be made by the Customer pursuant to these Terms or any Agreement is not deemed to have been received by CBMA until all funds have cleared into CBMA’s nominated bank account.
5.4      CBMA will not (and is under no obligation to) allocate any Delivery date or pick any orders until payment is made in full in accordance with these Terms.
5.5      Any variation or extension of the payment terms described in these Terms will not be binding on CBMA unless such payment terms have been expressly agreed in writing and signed by CBMA.
5.6      If the Customer does not make a payment to CBMA when due, CBMA may charge interest on the outstanding amount at the rate of 2.5% per month calculated from the date that payment was due until the date of receipt of payment in full.
6.0 TRADING ACCOUNTS
6.1      Unless otherwise agreed by CBMA in writing, all amounts owed to CBMA by a Customer in respect of a Trading Account must be paid in full within 30 days of the last day of each calendar month.
6.2      CBMA may (at its sole discretion) immediately cease the supply of all Goods to any Customer with a Trading Account is in arrears or is overdue for payment.
6.3      CBMA, at its absolute discretion, reserves the right to:

  1. refuse any credit application or application for a Trading Account submitted by the Customer; or
  2. withdraw, suspend or terminate any Trading Account by written notice to the Customer.

6.4      CBMA reserves the right to withhold supply of Goods where a Trading Account has exceeded the allowable credit limit until satisfactory arrangements have been made.
7.0 PURCHASE ORDERS
7.1      All Purchase Orders provided to CBMA by a Customer will only be valid if:

  1. the Purchase Order is received and called up no more than 6 months from its purchase order date or receipt date, whichever date is earlier, or
  2. the Purchase Order is received prior to a price increase date, it must be called up no more than 2 months after the price increase date.

7.2      Unless otherwise agreed by CBMA in writing, any Purchase Order that is expressed to be conditional or contingent on any action, event or circumstance will not be accepted by CBMA. For the avoidance of doubt, all conditional or contingent Purchase Orders are (by virtue of this clause 7.2) expressly rejected by CBMA.
7.3      To the maximum extent permitted by law, CBMA will not accept or agree to any chargeback requested by or on behalf of a Customer.
7.4      CBMA’s acceptance of a Purchase Order is not a confirmation of stock allocation.
8.0 RETENTION OF TITLE
8.1      Whilst the risk in the Goods passes on Delivery, legal title in respect of the Goods remains with CBMA until payment is received in full (without deduction or set-off) by CBMA.
8.2      Until CBMA has received payment for the Goods in full, CBMA:
may, without notice, enter any premises owned or occupied by the Customer where it suspects the Goods are located and remove them (notwithstanding that they may have been attached to other goods not the property of CBMA), and for this purpose:

  1. the Customer grants an irrevocable licence to CBMA to enter any such premises; and
  2. the Customer hereby agrees to indemnify, keep indemnified and hold harmless CBMA against all costs, claims, demands or actions by any party arising from any action taken by CBMA in accordance with this clause 8.2; and
  3. reserves the right to keep or resell any Goods removed or repossessed pursuant to this clause 8.2; and
  4. reserves any other rights it may have either at law or pursuant to these Terms.

8.3      Prior to the use or resale of Goods, the Customer must maintain the Goods in their original condition in-store or on-site.
8.4      The Customer must not grant any other person a “security interest” (as defined in the PPSA) in respect of the Goods or allow an excluded interest to exist over the Goods.
8.5      The Customer is liable for (and must indemnify CBMA against) all costs. Expenses and liabilities incurred by CBMA associated with any exercise of CBMA’s rights pursuant to this clause 8, including (but not limited to) all costs, expenses or liabilities in relation to:

  1. the recovery of any outstanding debts owed by the Customer to CBMA,
  2. any claim made against CBMA arising from or related to CBMA’s repossession of any Goods pursuant to this clause 8.

9.0 PERSONAL PROPERTY SECURITIES ACT
9.1      Notwithstanding anything to the contrary contained in these Terms, the PPSA applies to these Terms.
9.2      For the purposes of the PPSA:

  • terms used in this clause 9 that are defined in the PPSA have the same meaning as in the PPSA;
  • ‘Goods’ as defined in these Terms are ‘Goods’ for the purposes of this clause and the PPSA;

these Terms are a security agreement and CBMA has a purchase money security interest in all present and future Goods supplied by CBMA to the Customer on credit and the proceeds of those Goods;

  • the security interest is a continuing interest irrespective of whether there are monies or obligations owing by the Customer at any particular time; and
  • the Customer must do whatever is necessary in order to give a valid security interest over the Goods which is able to be registered by CBMA on the Personal Property Securities Register.

9.3      The security interest arising under this clause 9 attaches to the Goods when the Goods are collected or dispatched from CBMA’s premises and not at any later time.
9.4      Where permitted by the PPSA, the Customer waives any rights to receive the notifications, verifications, disclosures or other documentation specified under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 135 and 157 of the PPSA.
9.5      CBMA and the Customer agree to contract out of and nothing in the provisions of sections 96, 125, 129, 142 and 143 of the PPSA will apply to these Terms.
9.6      To the extent permitted by the PPSA, the Customer agrees that:

  1. the provisions of Chapter 4 of the PPSA which are for the benefit of the Customer or which place obligations on CBMA will apply only to the extent that they are mandatory or CBMA agrees to their application in writing; and
  2. where CBMA has rights in addition to those in Chapter 4 of the PPSA, those rights will continue to apply.

9.7      The Customer must immediately upon CBMA’s request:

  1. do all things and execute all documents necessary to give effect to the security interest created under these Terms; and
  2. procure from any person considered by CBMA to be relevant to its security position such agreements and waivers (including as equivalent to those above) as CBMA may at any time require.

9.8      CBMA may allocate amounts received from the Customer in any manner CBMA determines, including in any manner required to preserve any purchase money security interest it has in Goods supplied by CBMA.
9.9      For the purposes of section 275(6) of the PPSA, the parties undertake and agree that these Terms and any information pertaining to the sale of Goods and details of the Goods must be kept confidential at all times. The parties must not disclose any information relating to these Terms or the sale of the Goods, except as otherwise required by law or that is already in the public domain.
10.0 RISK AND INSURANCE
10.1      Risk in the Goods and all insurance responsibility for theft, damage or otherwise will pass to the Customer immediately upon Delivery of the Goods to the Customer.
10.2      To the maximum extent permitted by law and subject to any obligations of CBMA pursuant to the ACL, upon Delivery, the Customer assumes all risk and liability for loss, damage or injury to persons or to property of the Customer, or third parties arising out of the use, installation or possession of any of the Goods.
11.0 DELIVERY
11.1      Unless otherwise agreed in writing, the Customer will be responsible for all costs associated with Delivery, including freight and other charges arising from the point of dispatch of the Goods to the Customer at the specified point of Delivery.
11.2      The costs associated with Delivery are subject to change.
11.3      In the event that one or more Goods ordered by a Customer is delayed, CBMA may arrange for a partial delivery of the Customers order. The Customer agrees to accept partial delivery of Goods however the Customer has no right to request a partial delivery. All partial deliveries will be invoiced separately, and are deemed to constitute a separate Agreement. Any failure by CBMA to deliver any separate Agreement does not entitle the Customer to repudiate the entire order.
11.4      The Customer indemnifies CBMA against any loss or damage suffered by CBMA, its subcontractors or employees as a result of Delivery, except where the Customer is a Consumer and CBMA has not used the necessary level of due care and skill.
11.5      Dispatch dates and times are subject to transport availability at the time of requested delivery date. Any period or date stated by CBMA for Delivery is an estimate only and not a contractual commitment.
11.6      CBMA will use its reasonable endeavours to meet any estimated dates for Delivery but will not be liable for any loss or damage suffered by the Customer or any third party for failure to meet any estimated date.
11.7      If CBMA cannot complete Delivery by any estimated date, it will complete the Delivery within a reasonable time.
11.8      If Delivery is attempted and is unable to be completed for any reason, the Customer may be liable for any applicable costs associated with the redirection or subsequent Delivery of the Goods.
11.9      If any Goods are missing or damaged at the time of Delivery, the Customer must:

  1. immediately notify the delivery driver or freight partner whom delivered the Goods; and
  2. take photographs and/or document any missing or damaged Goods, and immediately provide such written/photographic evidence to CBMA.

11.10      Where Delivery to a worksite or building site is requested by a Customer, the Customer agrees that:

  1. CBMA and/or CBMA’s nominated delivery/freight contractor will place Goods at the nearest available location on the site, closest to the road front;
  2. if the Customer is not in attendance to unload the delivery or grant access to the relevant building site, the delivery/freight contractor will endeavour to place the Goods as close to the building site as possible. In such circumstances, CBMA will not accept claims due to incorrect placement, damage to product during unloading nor claims for pilfering/shortage of part of all the delivery made;
  3. Where there is no one on site to accept the order, the Customer accepts that the delivery is delivered in full and accepts placement of the Goods; and
  4. CBMA does not do special placements or floor lifts without the written approval from CBMA.

11.11      CBMA is deemed to have delivered Goods when collected by the Customer or when they are made available for unloading at the Customer’s nominated delivery address (whichever occurs first).
12.0 GENERAL WARRANTIES
12.1      Except as otherwise required by law or as specifically stated in these Terms or any express Warranty provided in relation to the Goods, the Agreement does not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or any contractual remedy for their failure.
13.0 WARRANTIES AGAINST DEFECTS
13.1      All Goods sold have the benefit of a Product Warranty set out in writing by CBMA (Warranty). For the full Warranty please contact CBMA.
13.2      To the maximum extent permitted by law, the Warranty will only apply if CBMA are satisfied that any failure of its products is attributable to a defect in material or manufacture and all other Warranty conditions are met. This includes, but is not limited to, that the Product was installed and maintained strictly in accordance with the Product’s latest Installation Guide and the Product damage or defects are not as a result of accident, fair wear and tear, negligent use, tampering, improper handling, use, operation, or storage, or due to any other causes outside of CBMA’s control.  For the full Warranty please contact CBMA.
14.0 LIMITATION OF LIABILITY
14.1      To the maximum extent permitted by law, except as provided under the ACL, all warranties, conditions, liabilities and obligations other than those specified in the Warranty are excluded and CBMA will not be liable for any loss or damage (whether direct or indirect) including property damage or personal injury, consequential loss, economic loss or loss of profits howsoever arising.
14.2      If the Customer is a Consumer and any Goods supplied by CBMA are not goods of a kind ordinarily acquired for personal, domestic or household use or consumption, the Customer agrees that CBMA’s liability for a failure to comply with a consumer guarantee under the ACL in relation to those Goods (other than a guarantee under sections 51, 52 or 53 of the ACL) is limited at the option of CBMA, to one or more of the following:

  1. the replacement of the Goods or the supply of equivalent goods;
  2. the repair of the Goods;
  3. the payment of the cost of replacing the Goods or of acquiring equivalent goods; or
  4. the payment of the cost of having the Goods repaired.

15.0 ACKNOWLEDGEMENTS BY THE CUSTOMER
15.1      The Customer acknowledges that:

  1. it has not relied on any service involving skill and judgement, or on any advice, recommendation, information or assistance provided by CBMA in relation to the Goods or their use or application; and
  2. it has not made known, either expressly or by implication, to CBMA any purpose for which it requires the Goods and it has the sole responsibility of satisfying itself that the Goods are suitable for the use of the Customer.

16.0 RETURNS AND EXCHANGES
16.1      Except as otherwise required by law and subject to clauses 16.2 and 16.3, CBMA will not be liable for any shortages, damage, or non-compliance with the specifications of the Goods in the Agreement unless the Customer notifies CBMA with full details including the invoice number and date, within seven days of Delivery, otherwise the Customer is deemed to have accepted the goods.
16.2      When any shortages, claim for damaged Goods or non-compliance with the Agreement specifications is accepted by CBMA, CBMA may, subject to the requirements of the ACL, replace the Goods or refund the Price of the Goods affected to the Customer.
16.3      Except as otherwise required by law, CBMA will not under any circumstances accept Goods for return that:

  1. are discontinued or no longer stocked by CBMA;
  2. have been altered in any way;
  3. have been used or stored improperly; or
  4. are not in their original condition and packaging (if applicable).

16.4      Except as otherwise required by law, the Customer must pay any postage, delivery or freight changes associated with the return of Goods.
16.5      To the maximum extent permitted by law:

  1. the Customer must pay a 15% restocking and handling fee to CBMA upon the return of any Goods.
  2. where additional testing or batch testing is required on any returned Goods, any such testing will be at the cost of the Customer.

16.6     If the Customer is a Consumer, nothing in this clause 14 limits any remedy available for a failure of the consumer guarantees under the ACL.
17.0 CANCELLATION AND VARIATION
17.1      If CBMA is unable to deliver or supply the Goods, then it may cancel any Agreement or the Purchase Order for Goods by notice in writing to the Customer, without liability.
17.2      No purported cancellation or suspension of an Agreement or Purchase Order for the Goods by the Customer is binding on CBMA after that order has been accepted by CBMA.
17.2      In the event that CBMA accepts the Customer’s request to cancel the supply of the Goods, the Customer will be liable to CBMA for the costs of the Goods to the extent that they have been provided.
18.0 FORCE MAJEURE
18.1      CBMA is not liable in any way howsoever arising under these Terms or any Agreement to the extent that it is prevented from acting by events beyond its reasonable control including, without limitation, industrial disputes, strikes, lockouts, accident, breakdown, import or export restrictions, inclement weather conditions, acts or threats of terrorism or war. If an event of force majeure occurs, CBMA may suspend or terminate these Terms or any Agreement by written notice to the Customer.
19.0 CONFIDENTIALITY
19.1      Except as contemplated in these Terms, the Warranty or any Trading Account, or as required by law:

  1. CBMA agrees to keep confidential all non-public information which the Customer provides to CBMA, and will not disclose information to any third party, other than a disclosure in the ordinary course of business, or with the Customer’s prior written consent; and
  2. the Customer agrees to keep confidential all non-public information which CBMA provides to it, and will not disclose information to any third party, other than a disclosure in the ordinary course of business, or with CBMA’s prior written consent.

20.0 MISCELLANEOUS
20.1      The law of Victoria, Australia from time to time govern these Terms. The parties agree to the non-exclusive jurisdiction of the courts of Victoria, the Federal Court of Australia and of the courts entitled to hear appeals from those Courts.
20.2      CBMA’s failure to enforce any of these Terms shall not be construed as a waiver of any of CBMA’s rights.
20.3      If any clause of these Terms is unenforceable it shall be read down to be enforceable or, if it cannot be read down, the term shall be severed from these Terms, without affecting the enforceability of the remaining terms.
20.4      Any notice given pursuant to these Term or any Agreement must be in writing and handed personally or sent by email, facsimile or prepaid mail to the last known address of the addressee. Notices sent by pre-paid post are deemed to be received upon posting. Notices sent by facsimile or email are deemed received on confirmation of successful transmission.