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Terms and Conditions

GENERAL

Where in these general terms and conditions of sale (“General Terms and Conditions of Sale”) the expression “the Company” is used, it shall be taken to mean Rainvale Pty Ltd ABN 78 010 637 877 BL 262714C QBCC 1023400, and/or SLECO Pty Ltd ABN 25 007 893 781, and/or its subsidiaries Stratco (Australia) Pty. Limited ABN 40 007 550 754 BL 326701ES, Stratco Pty Ltd ABN 30 007 528 850 BLD 9500, Stratco (Alice Springs) Pty Ltd ABN 35 061 118 456, Stratco (N.S.W.) Pty. Ltd. ABN 30 003 583 702, Stratco (Qld) Pty. Ltd. ABN 61 010 474 996, Stratco (W.A.) Pty Ltd ABN 77 008 836 833, Laser World Technologies Pty Ltd. ABN 67 072 360 153, Kudos Louvres Pty Ltd ABN 88 601 870 213, Parnells Metal Industries Pty Ltd ABN 17 009 603 196, Arnel Fencing Warehouse Pty Ltd ABN 67 008 533 837 QBCC 1307232, The Flashing Shop Pty. Ltd. ABN 35 097 607 817, Laser 3D (S.A.) Pty Ltd ABN 19 089 008 337 Laser Imaging Pty Ltd ABN 47 058 026 314 and/or Neverlate Pty Ltd ABN 60 082 159 582 or any of them, as applicable in the circumstances. “Goods” shall mean all goods and/or Services supplied by the Company to the Customer, or ordered by the Customer but not yet supplied, and includes goods and/or Services described on any quotation, invoice, purchase order or any other document, including any recommendations and advice. You the customer are referred to in these General Terms and Conditions of Sale as “the Customer”. “Commercial Credit Account” shall mean any credit account established between the Company and the Customer pursuant to a Commercial Credit Application & Security Agreement. “Commercial Credit Account Customer” means any customer for whom the Company has approved a Commercial Credit Account. “Services” means consultation, manufacturing and/or installation services, and includes the provision of any associated works.

The Customer acknowledges that these General Terms and Conditions of Sale apply in relation to all sales of Goods and/or Services by the Company to the Customer and to all orders placed with the Company by the Customer for Goods and/or Services. These General Terms and Conditions of Sale are effective from the date of acceptance by the Customer but do not apply in respect of Goods and Services ordered by the Customer before that time unless the Company’s fulfilment of such order was conditional on the Customer first accepting these General Terms and Conditions of Sale. They may be amended or replaced from time to time by reasonable notice given by the Company in writing, but such amendments or replacement will not apply in respect of Goods and/or Services ordered by the Customer before such amendments or replacement have been notified to the Customer and taken effect.

No person acting or purporting to act on the Company’s behalf has the authority to make any promise, representation or undertaking or to add to or change in any way these General Terms and Conditions of Sale except expressly in writing. These terms and conditions are in addition to and in no way are intended to limit, vary or exclude any rights conferred by the conditions and warranties implied by the relevant national consumer legislation or by any similar legislation of a State or Territory of Australia which prohibits any such limitation, variation or exclusion. Prices are subject to change with reasonable notice.

Clerical errors are subject to correction and do not bind the Company. The Customer’s rights under these General Terms and Conditions of Sale are not assignable or transferable, except with the prior written consent of the Company.

Before agreeing to these General Terms and Conditions of Sale if there is anything that you do not understand or agree with then you should raise these issues with the Company. The Company is prepared to reasonably negotiate in good faith the General Terms and Conditions of Sale if the Customer contacts the Company prior to agreeing to be bound by this agreement.

By requesting, ordering and/or accepting any Goods and/or Services from the Company, the Customer is deemed to have accepted and agreed to these General Terms and Conditions of Sale.

REQUEST FOR SUPPLY OF GOODS OR SERVICES
The Company shall accept written orders from the Customer in its discretion, and shall invoice the Customer once an order is accepted and/or upon delivery or collection of the Goods and/or Services.  The Company may accept orders from the Customer or any person who the Company reasonably believes is an employee, officer or agent of the Customer without making further enquiry into that person’s authority to place orders. Any order from the Customer to the Company for the supply of Goods and/or Services shall not be binding upon the Company until accepted by the Company. The Company shall not accept liability for any plans, drawings or specifications provided by the Customer to the Company for the purpose of the Company providing Goods and/or Services.

E-COMMERCE

The Customer may have access to the Company’s E-Commerce system (“Stratco Direct™”) at the Company’s sole discretion and the Company reserves the right to terminate or suspend the Customer’s access to Stratco Direct™ for any reason by giving the Customer notice to that effect, either in writing or by way of Stratco Direct™. No warranty is made as to the availability of Stratco Direct™. If accepted the Customer agrees to use Stratco Direct™ only as set out in the User Manual (which can be accessed via Stratco Direct™) and agrees that orders will be deemed to have been accepted by the Company only when Stratco Direct™ makes a Works Order Number available for viewing. The Customer acknowledges that it is responsible for the administration of passwords and security allocations to its Authorised Users and agrees that it will be liable to pay for all orders made using the Version: 1123 Customer’s authorised user codes unless the order is cancelled with the written consent of the Company (which will not be unreasonably withheld). The Customer further acknowledges that:

  1. delivery times and pricing projected as shown by Stratco Direct™ are no more than estimates and shall not be binding upon the Company unless confirmed by the Company by other means; and
  2. the Company accepts no responsibility for any loss arising directly or indirectly from damage to the Customer’s systems arising from unauthorised access to Stratco Direct™ or unauthorised modification of Stratco Direct™ by third parties.

GST

Trade prices do not include GST. The Company will charge GST at the rate set by the Government in respect of any supply made to the Customer.

QUOTATIONS

Any quotations provided by the Company remain open for acceptance for a period of 30 days from the date of quotation. After this time this quotation is voidable at the option of the Company which may in its absolute discretion determine this quotation and subsequently revise the price or any other of the conditions so quoted.

No quotation given by the Company to the Customer shall constitute an offer. Following receipt of the quotation, the Customer may place an order with the Company in respect of the quotation. Prices given in any quotation by the Company are applicable to that quotation only and will not apply in any other instance.

Notwithstanding acceptance of any order by the Company, the Company may pass on the price increase of any Goods or Services to the Customer incurred by the Company before the Goods or Services the subject of any order are delivered or provided (as applicable). However, the Customer may cancel the order (at no cost to the Customer) within 24 hours of being notified by the Company of such a price increase, in which case the Company may either accept the cancellation or deliver the Goods and/or Services for the price originally quoted under the accepted order.  The Customer is liable to pay for any increase in price caused by the Customer requesting variations in any order for Goods or Services after being accepted by the Company.

CANCELLATIONS

Except as expressly provided for above, no order may be cancelled by the Customer without the written consent of the Company (which will not be unreasonably withheld), irrespective of whether or not the Company has advised the Customer of its acceptance of that order.

SERVICES

Where the Company agrees to install Goods or otherwise provide Services at any premises (the “premises”) the following conditions shall apply:

  1. The Customer will provide reasonable access to the Company and its personnel (including its employees, agents, contractors and subcontractors) to the premises during the period of installation to enable the Company to carry out its obligations. The Customer will also provide, at its own expense, connection for electricity and any other services reasonably required by the Company for the provision of the Services.
  2. Unless otherwise agreed in writing, the Customer is responsible for advising the Company on the precise location of all underground services located at the premises and clearly mark the same. The underground mains and services the Customer must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on site.  If the Customer requests the Company to engage a service locator, then this will be in addition to the quoted price.
  3. The Customer acknowledges that the Company’s personnel (including its employees, agents, contractors and subcontractors) are not authorised to provide any technical advice in connection with the design and installation of any Goods supplied to the Customer.
  4. The Customer warrants to the Company that the structure of the premises or equipment in or upon which the Goods are to be installed or erected is sound and will sustain the performance of the Services (including the installation of the relevant Goods).
  5. Any existing defects to, in, under or about the premises that are discovered by the Company in the course of the provision of Services shall be the responsibility of the Customer and the Company (acting reasonably) shall determine what remedial action is required. The Company may terminate the contract for the provision of Goods and/or Services arising under these General Terms and Conditions of Sale if the remedial action is not completed or taken as instructed within the time reasonably specified by the Company, without prejudice to the Company’s existing rights. Any additional expense incurred by the Company because of such defects and/or the Customer’s failure to remedy them will be the responsibility of the Customer.

COLLECTION AND DELIVERY OF GOODS

The Company will either deliver the Goods to the Customer’s nominated delivery destination or make the Goods available at a collection point nominated by the Company (acting reasonably). The Company will notify the Customer of the date the Goods will either be delivered or ready for collection, and the location for collection.  If the Customer elects to collect the Goods, the Customer must collect the Goods within 10 working days  from the date the Goods are ready for collection. If the Customer is unable or unwilling to accept physical delivery of the Goods within General Terms and Conditions of Sale 10 working days after the Goods are ready for delivery, the Company shall be entitled to charge a reasonable fee for any delay suffered, or to arrange for storage of the Goods at the risk and cost of the Customer.  All reasonable transportation, storage and other consequential costs shall be payable by the Customer.

All times quoted for delivery and/or installation, or provision of the Services, are estimates only. Subject to the Claims and Liability clause of these General Terms and Conditions of Sale, the Company shall not be liable for any loss or damage, including consequential loss or damage, arising from reasonable delays in delivery and/or reasonable delays in the provision of the Services (including installation).

Where the Company has agreed to deliver the Goods to the Customer’s nominated delivery destination, the Company’s obligation to deliver Goods shall be discharged on delivery of the Goods to the Customer’s nominated delivery destination (which may include delivery to a carrier nominated by the Customer, in which case delivery will be deemed to have occurred once the Company has on loaded the Goods to that nominated carrier) or when the Goods are collected (on loaded) by or on behalf of the Customer at the designated collection point (as applicable). The Customer shall not be relieved of any obligation to accept or pay for Goods by reason of any delay in delivery or dispatch. The Company reserves the right to deliver by portion.

INVOICING

The Company may require the Customer to pay in full, or to pay a non-refundable deposit, upon the acceptance of the Customer’s order, and may issue an invoice at a later time. The Company will issue invoices for Goods and/or Services upon acceptance of the Customer’s order and/or upon delivery or collection of Goods and/or Services.   Where the Company provides installation and/or other Services, some or all of the price for the Goods and/or Services may be invoiced in accordance with a progress payment schedule issued by the Company and accepted by the Customer.  Where invoices are issued in accordance with a progress payment schedule, such invoices may include the reasonable value of variations authorised in accordance with these General Terms and Conditions of Sale and the value of any Goods delivered to site but not yet installed.

 

PAYMENT

Each invoice for the provision of Goods and/or Services must be paid:

  1. if the Customer has an approved Commercial Credit Account with the Company and the National Credit Code does not apply (and the price of the relevant Goods and/or Services is within the Customer’s available approved credit limit), in full on or before the last working day of the month following the month in which the invoice was issued;
  2. in any other case:
    1. where the invoice is not for a progress payment claim, in full at the time of issue of the invoice;
    2. where the invoice is for a progress payment claim, within ten days of the issue of the invoice.

Where the Company requires the Customer to pay in full upon the acceptance of the Customer’s order, payment must be made at that time regardless of whether the Company has issued an invoice at that time. Payment must be made on time and in compliance with the above provisions. Where the Customer is in default of the above payment terms, notwithstanding any previous indulgences, the Company may in its absolute discretion require immediate payment of any amount owing by giving 48 hours’ notice.

Without limiting the Company’s other rights, if the Customer fails to comply with its payment obligations under this clause, the Company may refuse credit or supply of Goods and/or Services in its absolute discretion without giving any notice whatsoever. If payment in full is not received in compliance with the above provisions, the Customer shall in addition be liable to pay:

  1. interest at the rate of 1% per month (calculated daily) on any overdue amount; and
  2. all expenses (including any amount charged to the Company by a debt collection agency or legal expenses on a solicitor client or indemnity basis) incurred in recovering or attempting to recover an overdue amount. These amounts and expenses include but are not limited to legal fees, charges, disbursements or commissions on collections.

MATERIAL SUPPLY AND VARIATIONS

Where the Customer orders a particular brand of product, the Company may in its reasonable discretion supply another product with identical or similar properties to that which was ordered (“the Equivalent”) and the Customer will be obliged to accept and pay for the Equivalent as if the ordered brand of product had been supplied. Where an Equivalent is supplied, the Company will not be under any obligation to notify the Customer of such occurrence, and Customers should note that the use of colour names in any Company document indicate no more than the colour of product supplied or its equivalency. This term will not apply if, and only if, the Customer has given notice in writing to the Company stating that the Customer is only prepared to accept products bearing the brands or trademarks specified in its orders.

The Company reserves the right to vary the price of Goods and/or Services (as applicable) where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, poor weather conditions, limitations to accessing the site, availability of machinery, safety considerations and/or health hazards, such as the discovery of asbestos or other toxic materials), prerequisite work by any third party not being completed, obscured building defects (such as rot or structural integrity of the roof), changes to specifications, or hidden pipes and wiring, etc. which are only discovered on commencement of the Services.

Variations will be charged for on a reasonable basis consistent with the Company’s quotation, and will be detailed in writing, and shown as variations on the Company’s invoice(s). If the Customer disputes any variation the Customer must notify the Company within 10 working days of the Company submitting the variation. To the extent they have not been invoiced earlier, variations will be invoiced on completion of the Services.

If any defect in any items supplied by the Customer results in any Services performed becoming more expensive or taking longer than anticipated then the Company reserves the rights to vary its price on a reasonable basis accordingly.

DEFECTS

The Customer shall inspect the Goods upon delivery or collection (as applicable) and must, within seven days, notify the Company of any defects, short deliveries or deliveries that do not accord with the relevant quotation or order. The Customer will, within a reasonable time following delivery, grant the Company access to the Goods in order to inspect for any alleged defects. To the extent permitted by law, the Customer will not be entitled to make any claim against the Company for short deliveries, deliveries that do not accord with the relevant quotation or order, or defects that are reasonably capable of identification by inspection, unless the Customer has notified the Company of that claim within the seven day period specified in this clause.

DEFAULT OF THE CUSTOMER

If the Customer makes a default in any payment, commits any act of insolvency or bankruptcy, has liens placed on a project or assets frozen or restrained, or becomes subject to any form of external administration or an application for any form of external administration is made, the Company may at its option withhold further deliveries or refuse further supply of Goods, Services or credit. Where such default occurs this shall not in any way prejudice any rights of the Company, including the right of the Company to recover any amounts due for goods previously supplied, or manufactured to the Customer’s requirements or Services provided.

JURISDICTION

These General Terms and Conditions of Sale are governed by the laws of South Australia.  Where a dispute arising out of or in connection with a Credit Application and/or these General Terms and Conditions of Sale involves a Commercial Credit Account Customer, the Company has the right to nominate the Australian jurisdiction in which the dispute will be resolved.  In exercising this right, the Company must act reasonably and must have regard to the location of the Company, the location of the Commercial Credit Account Customer, and the location at which the sale took place. Each Commercial Credit Account Customer agrees to submit to the jurisdiction nominated by the Company in accordance with this clause.

CLAIMS AND LIABILITY

Other than as expressly set out in writing, to the extent permitted by law, the Company makes no warranty or representation and excludes and disclaims all other express, implied and statutory warranties and conditions howsoever made, implied or arising regarding the Goods and/or Services.

The Customer agrees that, to the extent permitted by law, the Company shall not be liable for any:

  1. loss, damage or injury of any kind whatsoever, arising directly or indirectly from the Customer’s failure to fix, install, erect, or maintain the Goods or Services in accordance with any advice, recommendation, specification, information, assistance or service provided by the Company in relation to Goods sold or manufactured by the Company or Services supplied by the Company;
  2. loss, damage or injury of any kind whatsoever, arising directly or indirectly from the Customer’s failure to obtain independent professional and/or tradesman’s advice in relation to the suitability of the Goods for any specific purpose;
  3. unauthorised modifications, alterations and/or additions to Goods or Services or any damage caused by such unauthorised modifications and alterations; or
  4. loss, damage or injury of any kind whatsoever, arising directly or indirectly from circumstances that are outside the reasonable control of the Company.

The performance of steel products is dependent on the environment, product selection, handling, installation and maintenance. Before using the Company’s steel products, the Customer must read the brochure “Selection, Use and Maintenance of Stratco Steel Products”, which is available online or on request from Stratco. Neither party will be liable to the other party for any loss of profits or consequential, indirect or special loss, damage or injury of any kind whatsoever in connection with the supply of Goods and/or Services by the Company to the Customer under these General Terms and Conditions of Sale.

The parties acknowledge that and agree that this document:

  1. is subject to;
  2. does not purport to exclude, restrict or modify; and
  3. does not have the effect of excluding, restricting or modifying, any laws which cannot be excluded, restricted or modified and this document will be read and applied accordingly.

If the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) (“ACL”) applies, any rights that the Customer has at law under the ACL which cannot be excluded, restricted or modified are in addition to the Customer’s rights under this document.

If the Company fails to comply with a consumer guarantee under the ACL which by law may not be excluded, then to the extent the law permits the Company to limit its liability in respect of such liability or failure, the Company’s liability is limited to:

  1. in the case of Goods, at the Company’s option either: replacement of the Goods; or the supply of equivalent goods; or payment of the cost of replacing the Goods or of acquiring equivalent products; or payment of the costs of having the Goods repaired; and
  2. in the case of Services, at the Company’s option, either: supplying the Services again; or Version: 1123 General Terms and Conditions of Sale payment of the cost of having the Services supplied again.

Notwithstanding any other provision of this agreement, the Customer acknowledges and agrees that the Company’s aggregate liability to the Customer for claims against the Company under or in connection with the supply of Goods and/or Services (other than to extent such claims arise from the Company’s fraud, wilful misconduct or breach of the requirements under the heading “Insurance” below) will be limited to the greater of the following amounts:

  • the amount invoiced by the Company to the Customer for the relevant Goods and/or Services (as applicable); or
  • the amount the Company recovers in connection with the Customer’s claim under any insurance policy held by the Company which provides coverage in respect of the Customer’s claim.

INSURANCE

The Company must maintain a commercially reasonable level of insurance in respect of its business (having regard to the nature, scale and complexity of its business and the availability and cost of insurance in the market) with a reputable and solvent insurer, and in circumstances where such insurance is likely to respond in connection with a claim made by the Customer against the Company, must take reasonable steps to pursue a claim under such insurance to the extent that a commercially reasonable and prudent business operator in the position of the Company would do so.

RETURNED GOODS

Stock items only may be returned for credit within 30 days from date of delivery if they are in prime condition (as determined by the Company, acting reasonably), and will be subject to a handling fee of 15%. The invoice number and delivery date must be quoted upon return. Goods will not be accepted for credit after 30 days from date of delivery. Goods specially manufactured to the Customer’s requirements or supplied as part of the provision of the Services, may not be returned for credit.

SUB-CONTRACTING

The Company reserves the right to sub-contract the manufacture and/or supply of any part of the Goods quoted or of any materials or Services to be supplied.  The Company will be responsible for the performance of its sub-contractors.

RISK AND TITLE TO GOODS AND SERVICES

All Goods supplied by the Company shall be at the Customer’s risk from the point of delivery or collection (as applicable). The legal and equitable title to and property in Goods and the product or result of any Services will not pass to the Customer until the Customer has paid all monies owed to the Company on any account whatsoever. Payment shall not be deemed to occur until the Company receives cleared and immediately available funds (including all cheques having been presented and cleared in full where payment is made by cheque). The Company reserves its right to enter upon any of the Customer’s premises upon reasonable notice for the purpose of repossessing Goods. The right to repossess is without prejudice to any other rights of recovery otherwise available. Until all Goods and Services are paid for in full the relationship of the Customer to the Company shall be as a fiduciary in respect of the Goods and the product or results of the Services and, accordingly, the Customer shall store the Goods and the product or results of the Services in such a way that they can be recognised as the property of the Company and, if the Goods and the product or results of the Services are sold by the Customer, the Company shall have the right to trace the proceeds thereof.