1. DEFINITION

These terms and conditions, between SUTTS Group Pty Ltd (“we” or “us”) and the customer, apply to all orders for “goods” (which include materials, parts, or machinery) and “services” (which include labour in repair, servicing, or installing goods).

• 1.2 All contracts, orders, or quotes made or accepted by us are subject to these terms and conditions.
• 1.3 Any terms the customer puts forward (like in purchase orders or specifications) are not binding unless we specifically agree in writing.

2. PRICES

• 2.1 Prices are ex-store and may change without notice. Orders are accepted at prices current on the date of despatch unless otherwise agreed in writing.
• 2.2 Prices exclude GST. The customer must pay GST on top of quoted prices, at the same time and manner as other payments.

3. TITLE

• 3.1 Title to goods remains with us until full, cleared payment is received. Until then:
  (a) We have a fiduciary relationship with the customer.
  (b) The customer holds goods as Bailee and is authorised to sell them in the normal course of business.
  (c) The customer cannot assign rights to book debts from sales of our goods.
• 3.2 Proceeds from sales must go into a separate account pending our payment, and goods must be stored and recorded separately until paid for.
• 3.3 If payment is overdue, we may enter the customer’s premises without notice to recover goods. Immediate payment is due if the customer’s solvency is in question.
• 3.4 If the goods are used in manufacturing or construction, the customer holds an equivalent amount of the proceeds in trust for us.
• 3.5 Risk passes to the customer when goods are loaded onto transport, except for deliveries by our transport, when risk passes at delivery.
• 3.6 The customer is responsible for insurance and transport costs from our store to the delivery location.
• 3.7 If we store goods for the customer after they’re ready for despatch, the customer pays all related charges; storage doesn’t allow postponement of payments.

4. PAYMENT

• 4.1 Payment is due at order unless we grant credit.
• 4.2 With credit approved, full payment is due within 30 days of the invoice date; no discounts for early payment.
• 4.3 For progress payments, the 30-day rule applies to the final payment.
• 4.4 Goods are despatched on or before invoice date; we don’t accept responsibility for delivery delays.
• 4.5 Overdue payment allows us to suspend or cancel work on other orders; we still have the right to receive payment for completed work and to recover unpaid sums.
• 4.6 Accounts with outstanding balances may incur a debt collection service fee of up to 25%, which will be added to the unpaid amount.
• 4.7 No right of set-off for the customer against us.

5. NON-DELIVERY AND SHORTAGE

• 5.1 We strive to meet despatch dates but are not liable for losses due to delays or prevention of despatch, including consequential losses.
• 5.2 Customers are deemed to accept goods unless a claim is made within 21 days of invoice date (or three days for partial deliveries).
• 5.3 We accept no liability for transit damage or discrepancies unless notified within three days of receipt.

6. WARRANTY

• 6.1 We warrant our manufactured goods against defects in workmanship or materials that reduce life or functionality, for twelve months from despatch. We may repair or replace such goods, up to the replacement value.
• 6.2 No liability for damage or defects resulting from improper use, handling, maintenance, or unauthorised modifications by the customer.
• 6.3 No warranty as to exact description, merchantable quality, or fitness for purpose beyond those terms, though we aim to ensure compliance with descriptions.
• 6.4 Parts not manufactured by us carry only the original manufacturer’s warranty, if any.
• 6.5 Apart from the express warranty, we are not liable (in contract, tort, or otherwise) for any injury or damages arising from supply or use of goods, including consequential damages.
• 6.6 Our liability cannot exceed the price paid for defective goods; the customer indemnifies us for damages beyond that value.
• 6.7 Goods returned for warranty claims will, if the claim is rejected, incur all related costs (including transport and inspection) for the customer.

7. CANCELLATION

We do not accept cancellations of orders for custom or specially ordered goods. Amendments for custom orders require our written agreement.

8. RETURN OF GOODS

Goods returned must have our prior written approval. A restocking fee may apply. Specially manufactured, ordered, or modified goods will not be accepted for credit.

9. CONFIDENTIALTY

All technical information, drawings, and designs provided are confidential and remain our property. They must not be disclosed without our written permission; any breach may result in recoverable damages.

10. TESTS

Special testing before despatch can be arranged at the customer’s expense, under our standards unless otherwise agreed.

11. ON-SITE INSTALLATION

• 11.1 The customer indemnifies us against all losses and claims related to injury or damage caused by dangerous premises or equipment.
• 11.2 Our installation does not delay the transfer of risk to the customer.

12. INDUSTRIAL PROPERTY RIGHTS

If goods supplied to customer specifications infringe on intellectual property rights, the customer indemnifies us against damages and costs and must assist us in any claims.

13. GENERAL

• 13.1 Failure to enforce any term does not waive our right to enforce it later.
• 13.2 Invalidity of any term does not affect others.
• 13.3 These terms are governed by Australian law, under the jurisdiction of Australian courts.