General
These Standard Terms and Conditions of Sale ("the Conditions") apply to any sale of items,
equipment or services of Robert Fergusson Pty Ltd or, where a quotation is made, shall form part
of that quotation.
Robert Fergusson Pty Ltd may vary the Conditions from time to time, and the Conditions as varied
shall be published on the Robert Fergusson Pty Ltd website. The purchaser agrees that the
ordering of any goods or services after the publication of the variation of the Conditions on
the website will be an acceptance by the purchaser of the varied Conditions.
No variation or cancellation of any of the Conditions shall be binding on Robert Fergusson Pty
Ltd unless agreed by a responsible officer of Robert Fergusson Pty Ltd in writing. No agent or
representative has the authority to waive or alter the Conditions.
The purchaser or anyone purporting to act on behalf of the purchaser may place orders for goods
or services with Robert Fergusson Pty Ltd by telephone, email, in writing or by facsimile
transmission.
Precedence
In the event of a conflict between the Conditions and those which may be included in, or implied
by, any document forming part of any enquiry, specification, order or contract then the
Conditions shall prevail unless they are expressly varied by Robert Fergusson Pty Ltd in
writing. If any Condition is contrary to or excluded by law, then the Conditions shall be
modified but only to the extent of excluding that part of the Conditions so affected.
Acceptance
A quotation is not to be construed as an offer or obligation to sell and Robert Fergusson Pty Ltd
reserves the right to decline any order for goods or services (either wholly or partially) at
any time prior to the delivery of the goods or services, in which case Robert Fergusson Pty Ltd
shall be under no obligation in respect of such order.
Prices
All prices are subject to change without notice and orders are accepted by Robert Fergusson Pty
Ltd on the condition that they will be invoiced at the prices ruling at the date of dispatch,
but every endeavor will be made to give 30 days' notice of any increase.
All prices shown in the published catalogs or price lists are recommended selling prices only and
there is no obligation on the part of any reseller to maintain such prices.
A quotation includes only such goods as are specified therein. Robert Fergusson Pty Ltd reserves
the right to cancel any sale where goods offered ex-stock have been previously sold or otherwise
committed.
A $20 surcharge may apply at the discretion of Robert Fergusson Pty Ltd if an order value is less
than $100.
Terms of Payment
The purchaser agrees to comply with the Conditions and payment for goods and services shall be
made by the purchaser to Robert Fergusson Pty Ltd thirty (30) days from the end of the month of
purchase, unless otherwise agreed in writing by Robert Fergusson Pty Ltd.
Delivery
Robert Fergusson Pty Ltd will endeavor to comply with the time of delivery of goods and services
requested by the purchaser but delivery time is not guaranteed nor is time of the essence of the
contract of sale of the goods and services. Robert Fergusson Pty Ltd will not be liable for any
loss or damage of whatsoever nature arising out of a delay in delivery of goods or services. The
delivery period quoted commences from the date Robert Fergusson Pty Ltd receives sufficient
information to proceed with the supply or from the date Robert Fergusson Pty Ltd receives the
purchaser's written order, whichever is the later. Quoted delivery dates are subject to
confirmation when placing the order.
Goods Returned For Credit
Goods will not be accepted for credit without prior approval of personnel at Robert Fergusson Pty
Ltd's nearest sales office.
In the case of the return of buy-ins against the purchaser's order, credit will only be allowed
if the original manufacturer/supplier also accepts the return.
All goods returned should be in their original containers and should not be shop soiled, obsolete
or shop damaged. All such goods may be rejected or credited at a reduced rate.
Cut lengths of cable will not be accepted for return under any circumstances.
No claim will be recognized unless such claim is made within seven (7) days of delivery and in
every case the original invoice number and date must be quoted.
All goods approved for return shall be returned freight prepaid and may be subject to a 15%
restocking charge.
Cancellation
Any order may, at the option of Robert Fergusson Pty Ltd, be terminated in the event of
insolvency of the purchaser or of execution being levied against any of the goods of the
purchaser or the purchaser being placed into administration or liquidation, whether voluntary or
otherwise, or of a mortgagee entering into possession of any assets of the purchaser or the
purchaser's credit worthiness or credit standing alters, in the opinion of Robert Fergusson Pty
Ltd, from that disclosed in its application for credit.
Variation
A variation or cancellation of any order by the purchaser is subject to acceptance by Robert
Fergusson Pty Ltd of such variation or cancellation and in the event of such agreement the
purchaser hereby indemnifies Robert Fergusson Pty Ltd against any loss or damage as a result of
such variation or cancellation.
Warranties Limited
Robert Fergusson Pty Ltd warrants that the goods it supplies shall be of good and merchantable
quality and its liability shall be limited only to the repair or replacement of any faulty or
defective goods in terms of the manufacturer's warranty and Robert Fergusson Pty Ltd does not,
unless specifically required by law, give any warranty beyond the manufacturer's warranty, and
in no event shall Robert Fergusson Pty Ltd be liable either under statute, in equity, in
contract or tort (including in negligence) or otherwise for any direct or indirect special
consequential or punitive loss or damages (including loss of income, profits or business, loss
of goodwill or reputation or loss of value of intellectual property) to persons or property,
whether foreseeable or unforeseeable, arising from or caused in any way by such goods.
Inspection
The purchaser has seven (7) days from the date of delivery of the goods within which to provide
Robert Fergusson Pty Ltd with written notice of any claim for alleged failure to comply with an
order whether due to a shortfall, defect, incorrect delivery or otherwise. Should the purchaser
fail to provide such written notice within the stipulated time period then Robert Fergusson Pty
Ltd shall be deemed to have complied with the purchaser's order in all respects including
delivery, quality and quantity.
Packing, Damage or Loss in Transit
Robert Fergusson Pty Ltd uses every care in packing but, unless otherwise agreed, shall not be
liable for any loss or damage in transit, and any claim in relation to such loss or damage shall
not be accepted by Robert Fergusson Pty Ltd and shall be a matter between the purchaser and the
railway, shipping company or carrier. The purchaser shall inspect and check all goods received
as soon as practicable upon unloading. No claim for shortage of goods shall be made to Robert
Fergusson Pty Ltd after forty-eight (48) hours of such inspection, and while Robert Fergusson
Pty Ltd shall endeavor to rectify any shortage as soon as practicable after receipt of any
claim, it shall not be liable in respect of such rectification.
Purchaser's Specifications
Robert Fergusson Pty Ltd shall be under no obligation to comply with any specification or
drawings referred to in any order unless such specifications or drawings have been produced to
Robert Fergusson Pty Ltd prior to delivery of goods and signed by Robert Fergusson Pty Ltd.
Otherwise Robert Fergusson Pty Ltd does not warrant nor represent that the goods are fit for a
particular purpose and the purchaser agrees that it does not rely on the skill and judgment of
Robert Fergusson Pty Ltd in relation to the suitability of the goods for a particular purpose.
All such warranties are hereby excluded to the maximum extent permitted by law.
Risk
All goods sold shall be at the risk of the purchaser from the time of dispatch of the goods by
Robert Fergusson Pty Ltd for delivery to the purchaser and the purchaser shall be solely
responsible for ensuring the goods in transit.
Credit
Robert Fergusson Pty Ltd may at any time suspend or vary any credit extended to the purchaser or
withhold the delivery of goods or services already ordered as Robert Fergusson Pty Ltd in its
sole and absolute discretion determines
Default of Purchaser
The purchaser expressly agrees that if the purchaser fails to pay Robert Fergusson Pty Ltd the
invoiced price of any goods and services by the due date for payment, then Robert Fergusson Pty
Ltd.
- ● shall have the immediate right to bring an action against the purchaser for payment of the
invoice price of the said goods and services, notwithstanding that ownership and property in
the said goods and services shall not have passed to the customer;
- ● may refuse to supply any other goods and services to the purchaser;
- ● may claim the return of any goods in the possession of the purchaser where title in such
goods has not passed to the purchaser;
- ● may determine the contract and/or suspend manufacture or delivery, installation,
commissioning or testing of any goods then outstanding;
- ● may retain any security given or money paid by the purchaser or available through
enforcement of guarantee or security bonds lodged and may apply such security or money
against the loss and damages incurred by the failure of the purchaser to pay;
- ● may withdraw or vary any credit extended to the purchaser without notice to the purchaser;
- ● may without notice make all moneys owing by the purchaser to Robert Fergusson Pty Ltd on
any account immediately due and payable;
- ● may take such steps as it deems necessary to mitigate any damage suffered including the
putting to use, hiring out, sale or disposal of any goods in its possession supplied or to
be supplied to the purchaser; and
- ● may charge interest on overdue accounts at the rate not exceeding the standard overdraft
rate offered by the Commonwealth Bank of Australia on the day of calculation.
Retention Of Title
Defined terms used in this clause have the same meaning as given to them in the Personal Property
Securities Act 2009 (Cwth,) ("PPSA").
Robert Fergusson Pty Ltd and purchaser acknowledge that a contract constitutes a Security
Agreement and gives rise to a Purchase Money Security Interest (PMSI) in favor of Robert
Fergusson Pty Ltd over the goods supplied to the purchaser, as Grantor, pursuant to a contract,
and over the Proceeds (including any sale monies or an account for such monies and insurance
monies).
The goods supplied or to be supplied under a contract fall within the PPSA classification of
"other Goods" acquired by the purchaser pursuant to these Conditions.
The purchaser acknowledges that Robert Fergusson Pty Ltd, as Secured Party, is entitled to
register its interest in the goods supplied or to be supplied to the purchaser, as Grantor,
under a contract on the PPSA Register as Collateral.
The purchaser waives its right to any of the following under the PPSA:
- receive notification of or a copy of any Verification Statement confirming registration of
a Financing Statement or a Financing Change Statement relating to a Security Interest
granted by the Purchaser, as Grantor, to Robert Fergusson Pty Ltd;
- Receive notice of removal of an Accession under section 95;
- Receive notice of an intention to seize Collateral under section 123;
- Receive notice of disposal of Collateral under section 130;
- Receive a Statement of Account if there is no disposal under section 130(4);
- Receive notice of retention of Collateral under section 135;
- Redeem the Collateral under section 142;
- Reinstate the Security Agreement under section 143;
- Object to the purchase of the Collateral by the Secured Party under section 129;
- Receive a Statement of Account under section 132(3)(d) following a disposal showing the
amounts paid to other Secured Parties and whether Security Interests held by other Secured
Parties have been discharged.
- The purchaser agrees that, to the extent permitted by law, nothing in sections 130 to 143
of the PPSA will apply to, or the Security under, these Conditions.
- The legal and equitable title in the goods will only pass to the purchaser when all monies
owing by the purchaser to Robert Fergusson Pty Ltd on any account whatsoever have been paid
in full. The purchaser must not do or permit anything to be done which may result in the
purchase money security interest granted to Robert Fergusson Pty Ltd ranking in priority
behind any other security interest. (ii) Until such payment in full, the purchaser
acknowledges that the goods are held by the purchaser as Bailee for Robert Fergusson Pty Ltd
and that a fiduciary relationship exists between Robert Fergusson Pty Ltd and the purchaser
in relation to the goods, which must be stored separately as a fiduciary of Robert Fergusson
Pty Ltd in good condition and in such a way which clearly indicates the ownership of Robert
Fergusson Pty Ltd in the goods. (iii) While Robert Fergusson Pty Ltd retains title in the
goods the purchaser shall not bail, pledge, mortgage, charge, obtain or grant a lien over,
lease or assign by any other way the goods or any security in the goods. (iv) The purchaser
irrevocably authorizes Robert Fergusson Pty Ltd by its servants or agents to enter to enter
upon any site where the goods are located to take possession of the goods without any prior
notice or for any purpose connected with or in relation to the protection or enforcement of
the rights of Robert Fergusson Pty Ltd to the goods. (v) The purchaser shall be liable for
the payment of all costs, charges and expenses incurred by Robert Fergusson Pty Ltd on a
full indemnity basis (including legal costs, repossession costs and the cost of any
mercantile agent) in the recovery or attempted recovery of the goods or of payment of any
moneys owing by the purchaser to Robert Fergusson Pty Ltd or in the protection or
enforcement of its rights in relation to the goods. (vi) To secure payment of all moneys
which may become payable by the purchaser to Robert Fergusson Pty Ltd on any account
whatsoever the purchaser hereby charges with the due payment of all moneys payable by the
purchaser to Robert Fergusson Pty Ltd all of the purchaser’s beneficial interests in
freehold or leasehold property held by it now or in the future as security for payment of
all and any moneys payable by the purchaser to Robert Fergusson Pty Ltd and consents to
Robert Fergusson Pty Ltd lodging a caveat or caveats noting its interest in such property,
and upon demand by Robert Fergusson Pty Ltd the purchaser agrees to immediately execute a
mortgage or other instrument in terms satisfactory to Robert Fergusson Pty Ltd to further
secure payment of such moneys. The purchaser hereby and by way of security irrevocably
appoints every officer and legal practitioner of Robert Fergusson Pty Ltd jointly and each
of them severally as the purchaser’s lawful attorney with the power and for the purpose of
executing (including as a deed) a mortgage or other instrument of security in any form as
determined by such attorney over any real property of the purchaser to secure such moneys.
Disputes
If the purchaser disputes any charge appearing on an invoice, then the purchaser shall give
written notice of such dispute to Robert Fergusson Pty Ltd immediately upon receipt of invoice
and shall pay all other charges not in dispute on the invoice pending an investigation of the
dispute.
Opening A Trade Account
IT IS AGREED: The applicant certifies that the information supplied to Robert
Fergusson Pty Ltd
for the purpose of assessing the suitability for providing the applicant with a 30 Day Credit
Facilities is correct at time of writing, and is authorized on behalf of the applicant to make
this application and contract on behalf of the applicant and give the warranties outlined in
this application.
Robert Fergusson Pty Ltd reserves the right to withdraw credit facilities at any time without
notice.
The Purchaser will be liable for any costs incurred in enforcing payment of the account.
Should the amount owing under the credit facility at any time exceed the limit mentioned on this
application, Robert Fergusson Pty Ltd reserves the light to suspend credit facilities until such
time as the amount outstanding is reduced below the limit established.
Terms are strictly 30 DAYS from Statement date, i.e. Purchases made during one month are due and
payable by the 30th day of the following month. Failure to pay within these terms could result
in suspension of Credit Facilities until ALL outstanding amounts are paid in FULL.
Robert Fergusson Pty Ltd reserves the right to charge interest on overdue amounts at the rate not
exceeding the standard overdraft rate offered by the Commonwealth Bank on the day of
calculation. Such interest if applied shall be charged directly to your account.
All goods shall be sold in accordance with the "STANDARD TERMS AND CONDITIONS" as outlined on the
purchase invoice.
Should any changes take place affecting the legal entity, structure or management control of the
applicant, then Robert Fergusson Pty Ltd will be notified immediately in writing.
That unless otherwise stated in this application, the applicant declares that is not
structured on a trusteeship involving discretionary, unit or family trusts
Notice of disclosure of your credit information to a credit reporting agency
Under Section 18E (8) (c) of the Privacy Act Robert Fergusson Pty Ltd is allowed to give a credit
reporting agency personal information about the applicant's credit application. The information
which may be given to an agency is covered by Section 18E (1) of the Act and includes:
- Identity particulars (as permitted by the Privacy Commissioner's determination issued
under s.18E(3));
- The fact that the applicant has applied for credit and the amount;
- The fact that Robert Fergusson Pty Ltd is a current credit provider to the applicant;
- Payments which become overdue more than 60 days, and for which collection action has
commenced;
- Advice that payments are no longer overdue;
- Cheques drawn by the applicant which have been dishonored more than once;
- In specified circumstances, that in the opinion of Robert Fergusson Pty Ltd the applicant
has committed a serious credit infringement
- That credit provided to the applicant by Robert Fergusson Pty Ltd has been paid or
otherwise discharged.
- Please refer to the Privacy Policy for further information
The jurisdiction for any legal claim arising from any default will always remain in the State of
Queensland. Costs associated with the collection of any overdue account will be the
responsibility of the credit applicant.
If Robert Fergusson Pty Ltd considers it relevant to assessing any application for commercial
credit, Robert Fergusson Pty Ltd may obtain from a credit reporting agency a credit report
containing personal information about the applicant in relation to commercial credit provided by
Robert Fergusson Pty Ltd.
Your Credit Limit
To help manage your account, for future transactions, Robert Fergusson Pty Ltd reserves the right
to re-assess the customer's credit limit at any time for reasons such as outstanding balance
exceeding the current limit currently in place or payments received outside our terms and
conditions. It is agreed for Robert Fergusson Pty Ltd to assess the account at any time to
change credit limit if needed without authorisation based on trading history.
