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Terms and Conditions


 
1. DEFINITION
In these terms and conditions the Seller means HQ Wood Pty Ltd ACN 630 562 891 and associated trading names. The Customer means the other party to this contract and listed in the Trade Account Customer Credit Application. The Goods means the products supplied by the Seller and the Contract Price means the price of the Goods invoiced by the Seller in accordance with clause 3 of these terms and conditions (Terms).
2. APPLICATION
2.1 All Goods supplied by the Seller are supplied subject to these Terms unless they are varied by an agreement in writing between the authorised representatives of the Seller and the Customer.
2.2 The Sellers employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not confirmed in writing by the Seller.
2.3 Any advice or recommendation given by the Seller or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Customer’s own risk, and accordingly the Seller is not liable for any such advice or recommendation which is not so confirmed.
3. PRICES
3.1 The price payable for the Goods is the Contract Price (being the total price for the Goods contained in the price list provided to the Customer) plus any adjustment necessary to take account of any increase in costs incurred by the Seller prior to the date of despatch of the Goods. This includes delivery charges and other expenses incurred by the Seller that may be added to the invoice, together with the addition of GST (given the meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)).
3.2 GST will be charged at the rate ruling at the date of supply of the Goods.
4. ORDERS
The Customer may place an order for Goods with the Seller via email or telephone. A purchase The Seller shall be entitled to invoice the Customer for the price of the Goods at any time after acceptance by the Seller of the order of the Goods.
5. DELIVERY
5.1 The Seller shall deliver the Goods to the Customer’s premises, or the Customer shall collect the Goods from the Sellers premises, whichever is applicable, on or by the date or dates agreed between the parties. By agreement between the parties the Seller may deliver the Goods, or the Customer may collect the Goods at an earlier time.
5.2 Where the Seller is to deliver Goods delivery will be to as near to the place in mainland Australia where the Customer requires delivery to be made as, in the discretion of the Seller, a safe, hard road permits.
5.3 The Customer shall be solely responsible for the unloading of the Goods if the Seller has delivered the Goods or for the loading of the Goods if the Customer is collecting the Goods and the Seller shall not be liable for any damage that occurs in the course of such loading or unloading.
5.4 In the event that such loading or unloading exceeds a period of 1 hour then additional costs may be charged by the Seller (in its discretion).
5.5 If the Customer fails to collect the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason or any cause beyond the Customer’s reasonable control) then, without prejudice to any other right or remedy available to the Seller, the Seller may make provision for the storage of the Goods until actual recovery, and the Customer shall be responsible and shall indemnify the Seller for the reasonable costs, including insurance, of such storage.
5.6 Any date of delivery or period for delivery given by the Seller is an estimate only and the Seller will not be liable for any delay of the Goods.
5.7 If the Customer shall require proof of delivery or collection any such request for proof shall be notified in writing within 30 days of the date of the Sellers invoice.
5.8 Delivery costs are as quoted by the Seller at request of the Customer.
6. TITLE AND RISK
6.1 Risk in the Goods shall pass to the Customer on dispatch of the Goods from the Seller’s premises.
6.2 Notwithstanding the passing of risk in the Goods in clause 5.1, the Goods shall remain the sole and absolute property of the Seller until such a time as the Customer shall have paid to the Seller in cash or cleared funds the Contract Price for the Goods, together with the Contract Price for any other Goods the subject of any other contract between the Seller and the Customer.
6.3 The Customer acknowledges that until such a time as the Customer becomes the owner of the Goods, the Customer is in possession of the Goods solely as fiduciary agent and bailee for the Seller and the Customer will store, protect and insure the Goods on its premises separately from its own goods or those of any other person and in a manner which makes them readily identifiable as the Goods of the Seller.
6.4 Subject to the terms hereof, the Customer is licensed to re-sell or use the Goods in the ordinary course of its business PROVIDED THAT any sale of the Goods shall take place as bailee for the Seller and that the entire proceeds of sale are held in trust for the Seller and are not mingled with other monies or paid into any overdrawn bank account.
6.5 The Customer’s right to possession of the Goods shall cease if the provisions of clause 11 shall apply to the Customer.
6.6 If payment for the Goods is overdue in whole or in part the Seller may, without prejudice to any other rights and remedies, recover and/or sell the Goods or part thereof and shall be entitled to enter upon the Customers premises or site for that purpose.
7. RETURNS
7.1 We are not required to accept returns of Goods for ‘change of mind’ unless we otherwise agree. Specifically ordered or non-stock Goods are not returnable for ‘change of mind’ in any instance.
7.2 If we decide to accept returns of Goods for ‘change of mind’, the following apply:
(a) Goods returned at the Customers request not on the Seller’s own vehicle shall be at the Customer’s risk regarding insurance for a value not less than the Contract Price.
(b) Costs of collection and re-delivery of replacement Goods will be met by the
Customer.
(c) Only Goods returned in saleable condition can be accepted for credit (at the discretion of the Seller).
(d) The Seller reserves the right to charge a restocking and handling fee to the Customer.
8. AUSTRALIAN CONSUMER LAW
8.1 Nothing in this Contract restricts, limits or excludes any rights of the Customer under the Australian Consumer Law or any other law.
8.2 If you acquire any Goods under this Contract as a Consumer, they will be supplied in accordance with any applicable Consumer Guarantees. Otherwise, to the full extent permitted by law, the Seller excludes any warranty or condition in relation to Goods supplied under this Contract, which would otherwise be implied, including that they will be suitable or fit for any particular purpose.
8.3 For the purposes of this Contract:
(a) Australian Consumer Law means the Competition and Consumer Act 2010 (Cth) Schedule 2;
(b) Consumer has the same definition as in the Australian Consumer Law; and
(c) Consumer Guarantees means the consumer guarantees specified in the Australian Consumer Law.
9. LIABILITY
9.1 Some of the Goods may come with specific additional warranties (Warranties). The Seller will advise the Customer of any Warranties applying to your Goods in writing separate to this Contract. The Warranties are in addition to, and do not restrict, limit or exclude any rights the Customer may have under the Australian Consumer Law or any other law.
9.2 Subject to clause 8.3, if any of the Goods fail to comply with any Consumer Guarantees, the Seller agrees to the following:
(a) if the Goods have a minor problem: the Seller will at its election, repair, replace or refund the Goods; or
(b) if the Goods have a major problem: the Seller will at its election, repair, replace or refund the Goods.
9.3 To the extent permitted by section 64A of the Australian Consumer Law, the Seller’s liability to the Customer for any loss or claim suffered by the Customer in respect of a failure to comply with any Consumer Guarantees, is limited to (at the Seller’s election):
(a) The replacement of the Goods or the supply of equivalent Goods;
(b) The repair of the Goods;
(c) The payment of the cost of replacing the Goods or of acquiring equivalent Goods; or
(d) The payment of the having the Goods repaired.
9.4 Subject to clause 0 and to the extent permitted by law, Goods will not be considered defective under clause 8.2 or 8.3 or otherwise, if in the Seller’s reasonable opinion:
(a) the Goods have become defective following the sale to the Customer due to misuse;
(b) the Goods are not used in accordance with any specifications or manufacturers’ instructions;
(c) the Goods are used in an abnormal way; or
(d) the Goods are not treated with reasonable care.
10. CLAIMS
Any claims in respect of alleged shortages or damage to the Goods must be notified to the Seller in writing within three days of delivery of the Goods. Evident damage to external packing of the Goods must be the subject of an endorsement on the Sellers delivery note at the time of delivery.
11. PAYMENT
11.1 Unless otherwise agreed by the Seller, payment shall be due by the 30th calendar days after issue of an invoice for the Contract Price. Failure to observe these Terms may result in cancellation of credit facilities (in the Seller’s discretion).
11.2 In the event of non-payment of an invoice by the due date for payment, a charge of 2% per month of the invoice price, will be due from the Customer from the date when payment was due until the date of actual payment of that invoice (Whether before or after judgement).
11.3 The Seller shall at any time be entitled to deduct from or set off against monies payable by it to the Customer such amounts which the Customer owes the Seller.
11.4 The Customer may only deduct from or set-off against monies payable by it to the Seller such sums which the Seller owes the Customer if the Seller has agreed in writing to such deduction or set-off.
11.5 For the avoidance of doubt, any dispute between the Seller and Customer relating to materials, workmanship or condition of the Goods does not relieve the Customer of its obligation to make payment of amounts due to the Seller under this Contract.
11.6 As noted above at clause 4, the Seller shall be entitled to invoice the Customer for the price of the Goods at any time after acceptance of the order of the Goods.
11.7 The parties agree:
(a) Non-payment on a due date will entitle the Seller to (without prejudice to any other rights it may have):
(i) demand payment of all outstanding balances under the Contract or any other Contract between the Seller and the Customer whether due or not;
(ii) and/or cancel any outstanding orders; and
(iii) suspend our supply of the Goods.
(b) The Seller shall be entitled to charge the Customer a sum equal to the costs involved with debt recovery, including but not limited to legal costs, debt collector fees and any administration costs.
(c) The Customer will not withhold payment of the Goods for any reason. If the Customer withholds payment of the Goods for any reason the Seller will be entitled to recovery costs, interest and damages from the Customer.
12. DEFAULT OR INSOLVENCY OF CUSTOMER
12.1 This clause 11 applies if:
(a) The Customer is in breach of any of its obligations under these Terms; or
(b) The Customer has a receiving order in bankruptcy made against them or makes any arrangement with their creditors or being a Company, has a receiver, liquidator, administrator, supervisor or administrative receiver appointed over its property or assets or any part of them or if any order shall be made or any resolution passed for winding up the Customer; or
(c) The Customer ceases, or threatens to cease, to carry on business;
(d) A change in control of the Customer occurs under clause 16 without the prior written consent of the Seller; or
(e) The Seller reasonably considers that any of the events mentioned above will occur.
12.2 If this clause 11 applies then the Seller may, without prejudice to its other rights or remedies, demand immediate payment by the Customer of all unpaid accounts and suspend further deliveries and cancel this Contract and any other contract between the Seller and the Customer without any liability attaching to the Seller in respect of such suspension or cancellation and debit the Customer with any loss sustained by the Seller.
13. GUARANTEE
13.1 Nothing in this clause restricts, limits, or excludes the Customer’s rights under clause 7 and clause 8.
13.2 The Seller (in its discretion) may repair or replace free of charge any Goods which are shown to be defective in materials or workmanship within 12 months of delivery.
13.3 The Seller shall be under no liability under clause 12.1 if:-
(a) The Customer has not paid in full for the Goods; or
(b) The Customer has executed or attempted to execute repairs or alterations to the Goods which are not authorised by the Seller.
14. EXCLUSION OF LIABILITY
14.1 Nothing in this clause restricts, limits, or excludes the Customer’s rights under clause 7 and clause 8 which shall override this clause in the event of any inconsistency.
14.2 Except for any liability which it may incur for death or personal injury resulting from the Seller’s negligence, the Seller shall not be liable in any way whatsoever whether in contract, in tort, in misrepresentation or otherwise for any consequential or other loss, damage or injury, however caused which may arise out of or in connection with the supply of the Goods.
14.3 In no circumstances shall the Seller have any liability whatsoever for any advice or design provided to the Customer, unless the same is in writing on the Sellers headed paper following receipt of a suitable written specification from the Customer. The Customer shall be responsible for checking and confirming that details of materials estimated by the Seller are correct and no responsibility shall be taken by the Seller for errors in quantities provided by it. Manufacturers specifications and product details will be supplied at the request of the Customer, but the Seller will accept no liability for errors or misstatements contained therein. In no circumstances does the Seller undertake any liability for checking or approving the specification for the Goods provided by the Customer.
14.4 To the extent permitted by law, the Sellers liability under these Terms shall be limited to the Contract Price.
15. RESERVATIONS
15.1 The Seller reserves the right to vary deliveries and to make deliveries by instalments as it may deem necessary having regard to availability of supplies and changes in manufacturers specification relating to the Goods.
15.2 Each delivery of Goods to the Customer shall constitute a separate contract to which these Terms shall be applied.
16. LEGAL
16.1 The Customer agrees that no verbal representations have induced the Customer to enter into the Contract or form any part of this Contract. Furthermore, the conditions of the Customers purchase order shall not form part of the Contract unless expressly agreed by the Seller in writing.
16.2 This Contract shall be governed by the Law of Australia and the Customer agrees to submit to the jurisdiction of the Courts in Victoria to which all disputes shall be referred.
16.3 The Seller shall not be in breach of contract if the performance of the Contract is delayed or otherwise affected by circumstances beyond the reasonable control of the Seller. In particular, no liability shall rest with the Seller in respect of any late deliveries or failure to deliver arising from shortage of supplies, transportation delays beyond its control.
17. CHANGE IN CONTROL
17.1 The Customer must obtain prior written consent of the Seller before making a different person in control of the Customer as a result of changes in:
(a) the directors of the Customer;
(b) membership of the Customer or any holding company of the Customer;
(c) beneficial ownership of the shares in the Customer or any holding company of the Customer; or
(d) beneficial ownership of the business or assets of the Customer.
17.2 This clause 16 does not apply if the Customer is a public company listed on a recognised Australian public securities exchange, or a subsidiary of one.
17.3 For the purposes of this clause 16, “control” has the meaning set out at section 50AA of the Corporations Act 2001 (Cth).
18. GUARANTOR
18.1 The person named as guarantor in the Trade Account Customer Credit Application (Guarantor) provides the guarantee and indemnity in this clause 17 to the Seller.
18.2 The Guarantor agrees that in consideration for the Seller supplying the Goods to the Customer under this Contract, the Guarantor:
(a) unconditionally and irrevocably guarantees to the Seller prompt payment of all amounts owing to the Seller by the Customer under this Contract; and
(b) indemnifies the Seller against any losses, costs and expenses that may be incurred by the Seller due to any breach by the Customer of any of the Customer’s obligations or warranties under this Contract.
18.3 The Guarantor agrees to pay immediately on demand any amounts owing to the Seller or which the Seller is entitled to recover from the Customer under this Contract.
19. PERSONAL PROPERTY SECURITIES ACT
19.1 Expressions used in this clause 18 that are defined in the Personal Property Securities Act 2009 (Cth) (PPSA) contain the meanings given to them in the PPSA.
19.2 The Seller may, at any time, register a financing statement for any security interest
(including, without limitation, a purchase money security interest) arising out of or evidenced by this Contract over any or all of the Goods supplied to the Customer that are personal property.
19.3 The Customer must sign any documents and do anything necessary to enable the Seller to register the statements referred to in this clause 18 and to enforce its rights and perform its obligations under this clause 18 and the PPSA.
19.4 The Customer must pay the Seller’s reasonable expenses and legal costs in relation to anything done or attempted by the Seller in the exercise of its rights under this clause 18 or the PPSA.
19.5 In accordance with section 275(6)(a) of the PPSA, the parties agree that neither of them will disclose information of the kind mentioned in subsection 275(1).
19.6 Subject to any requirement to the contrary in the PPSA, notices under this clause 18 or the PPSA may be served to the address details listed in the ‘Accounts / Billing details’ in the Customer Credit Application.
19.7 The Customer waives the right to receive notice under section 157(1) of the PPSA.
20. INVOICING BY EMAIL
The Seller has the right to invoice the Customer by e-mail where the customer has consented to invoices being submitted in this manner. Where invoices are sent out using electronic mail they will be deemed to have been received by the customer on the date when they are sent provided that the electronic mail is transmitted between the hours of 9.00am and 5.00pm on a day between Monday and Friday not being a Public Holiday (a Business Day). lf the electronic mail is sent to the Customer outside of these times then the Customer will be deemed to have received the invoice on the next Business Day following.

21. PRIVACY POLICY 
21.1 Secure Account: We use every means available to protect your sensitive information - that's why when you initially order from us online, you will need to register as a customer by opening an account.
21.2 Information Stored: Sunstar keeps delivery and relevant billing information for the purposes of completing transactions as requested. 
21.3 External distribution of information: Sunstar does not provide private information to 3rd party companies except by approval of the customer.
21.4 Internal distribution of information: Sunstar is a group of companies and may circulate information within the group.  These companies include Sunstar, Perth Sunstar, HQ Wood.
21.5 Credit Insurer: For trading accounts Sunstar will collect and provide private information to NCI Brokers, Creditwatch & relevant insurer.  This information is only provided where a trade account is offered and accepted. 

 

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