terms & conditions
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Definitions:
1.1 “ESTN Metal” refers to ESTN Scaffolding Tube & Clamps , any authorized representative acting on behalf of ESTN group.
1.2 “Customer” denotes the individual(s) or any authorized representative acting on behalf of and with the authority of the Customer, who requests ESTN Metal to provide the specified Services, as outlined in any proposal, quotation, order, invoice, or other related documentation. Additionally:
(a) In cases where there is more than one Customer, this term collectively refers to all Customers, both jointly and severally.
(b) If the Customer operates within a Trust, they shall be bound in their capacity as a trustee.
(c) This term encompasses the Customer’s executors, administrators, successors, and permitted assigns.
1.3 “Goods” encompasses all products or Services provided by ESTN Metal to the Customer at the Customer’s request, as and when needed. (Where applicable, the terms ‘Goods’ and ‘Services’ are interchangeable.)
1.4 “Price” signifies the agreed-upon amount (inclusive of any applicable GST) payable by the Customer for the Goods, in accordance with clause 5 below.
1.5 “GST” stands for Goods and Services Tax, as defined in the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).ese
Acceptance:
2.1 Upon placing an order for the Goods or upon accepting the Goods upon delivery, the Customer is deemed to have exclusively accepted these terms and conditions, becoming immediately and jointly bound by them.
2.2 Any modifications to these terms and conditions require written consent from both parties and take precedence over any conflicting provisions in other documents or agreements between the Customer and AUSF.
2.3 Electronic signatures are considered accepted when both parties have complied with Section 9 of the Electronic Transactions (Victoria) Act 2000 or any relevant provisions of that Act or its associated Regulations.
Errors & Omissions: 3.1 The Customer acknowledges and agrees that ESTN Metal will not be held liable for any alleged or actual errors or omissions:
(a) Arising from unintentional mistakes made by ESTN Metal during the formation or administration of this contract; and/or
(b) Present in or absent from any literature, whether in hard copy or electronic format, provided by ESTN Metal regarding the Services.
3.2 If such an error or omission, as described in clause 3.1, occurs and is not attributable to the negligence or deliberate misconduct of ESTN Metal, the Customer is not entitled to treat the contract as terminated or invalid.
Change in Control:
4.1 The Customer must provide ESTN Metal with written notice at least fourteen (14) days before any proposed change in ownership of the Customer or any other alteration to the Customer’s information, which includes, but is not limited to, changes in the Customer’s name, address, contact phone or fax numbers, or business practices. Failure to comply with this clause will make the Customer liable for any losses incurred by ESTN Metal.
Price and Payment:
5.1 ESTN Metal may, at its discretion, determine the Price as follows:
(a) As indicated on any invoice issued by ESTN Metal to the Customer; or
(b) The Price applicable on the date of Goods delivery, in line with ESTN Metal’s current price list; or
(c) ESTN Metal quoted price (subject to clause 5.2), which remains valid for the period specified in the quotation or for thirty (30) days otherwise.
5.2 ESTN Metal retains the right to adjust the Price if the Customer requests a variation to ESTN Metal quotation. Variations will be billed in accordance with ESTN Metal quotation, detailed in writing, and shown as separate items on ESTN Metal invoice. The Customer is required to respond to any variations proposed by ESTN Metal within ten (10) working days, and failure to do so permits ESTN Metal to add the variation cost to the Price. Payment for all variations must be made in full upon their completion.
5.3 A non-refundable deposit may be requested at ESTN Metal discretion.
5.4 Time is of the essence regarding payment for the Goods. The Customer must pay the Price on the dates established by ESTN Metal, which may include:
(a) Upon delivery of the Goods;
(b) According to ESTN Metal payment schedule, involving instalments or progress payments;
(c) On the date specified in any invoice or other documentation as the payment due date; or
(d) In the absence of any notice to the contrary, within thirty (30) days from the date of any invoice issued to the Customer by ESTN Metal.
5.5 Payment can be made through bank cheque, electronic or online banking, credit card (with a possible transaction surcharge), or any other mutually agreed-upon method between the Customer and ESTN Metal.
5.6 The Customer is not entitled to offset or deduct any amounts it claims ESTN Metal owes it from the Price, nor withhold payment of any invoice due to a dispute over a portion of that invoice.
5.7 Unless otherwise specified, the Price does not encompass GST. In addition to the Price, the Customer must reimburse ESTN Metal for any GST that ESTN Metal is obligated to pay for any supply under this or any other Goods sale agreement. The Customer must make GST payments, without offsetting or deducting other amounts, concurrently and in the same manner as the Customer pays the Price. Furthermore, the Customer must satisfy any other applicable taxes and duties in addition to the Price, except when they are explicitly included in the Price.
Delivery of Goods: 6.1 Delivery of the Goods is deemed to occur when the Customer or the Customer’s designated carrier takes possession of the Goods at ESTN Metal location.
6.2 If ESTN Metal claims an extension of time (by issuing written notice) due to a delay caused by an event beyond ESTN Metal control, including the Customer’s failure to make a selection or provide necessary information, the supply of the Goods will be postponed, and/or the order completion date will be extended by a reasonable duration.
6.3 Any time specified by ESTN Metal for the Goods’ delivery is an estimate and not a strict commitment. The Customer must accept the delivery of the Goods whenever they are offered for delivery.ESTN Metal will not be held responsible for any losses or damages incurred by the Customer as a result of delayed delivery. If the Customer is unable to accept the Goods as scheduled, ESTN Metal reserves the right to levy a reasonable fee for redelivery and/or storage.
Risk:
7.1 The responsibility for any damage to or loss of the Goods shifts to the Customer upon Delivery, and it is the Customer’s obligation to secure insurance coverage for the Goods either on or before the Delivery.
7.2 In the event that any of the Goods sustain damage or are destroyed after Delivery but prior to the Customer taking ownership, ESTN Metal is entitled to receive all insurance proceeds that pertain to the Goods. The presentation of these terms and conditions by ESTN Metal serves as adequate proof of ESTN Metal entitlement to receive the insurance proceeds, eliminating the need for any party dealing with ESTN Metal to conduct further inquiries.
7.3 If the Customer requests ESTN Metal to leave Goods outside ESTN Metal premises for collection or to deliver the Goods to an unattended location, the responsibility for such Goods lies solely with the Customer.
7.4 When applicable, it becomes the Customer’s responsibility to adhere to ESTN Metal recommendations regarding the installation and erection of any formwork or fencing.
Specifications: 8.1 The Customer acknowledges that all descriptive specifications, illustrations, drawings, data, dimensions, ratings, and weights provided in ESTN Metal or the manufacturer’s fact sheets, price lists, or advertising materials are approximate and are offered solely for identification purposes. The Customer is not entitled to rely on this information, and any use of it does not constitute a sale by description, nor does it become part of the contract unless expressly stated as such in writing by ESTN Metal.
Title:
9.1 ESTN Metal and the Customer mutually agree that ownership of the Goods will not transfer until:
(a) The Customer has settled all outstanding amounts owed to ESTN Metal; and
(b) The Customer has met all other obligations to ESTN Metal.
9.2 Receipt of any form of payment by ESTN Metal other than cash is not considered payment until that payment has been honored, cleared, or acknowledged.
9.3 Furthermore, until ownership of the Goods passes to the Customer as outlined in clause 9.1:
(a) The Customer only acts as a custodian of the Goods and must return the Goods to AUSF upon request.
(b) Any insurance proceeds related to the Goods are held by the Customer in trust for AUSF, and the Customer must forward the proceeds to ESTN Metal in the event of loss, damage, or destruction of the Goods.
(c) The Customer is not permitted to sell, dispose of, or otherwise relinquish possession of the Goods except in the ordinary course of business and for their market value. Should the Customer engage in selling, disposing of, or relinquishing possession of the Goods, the Customer must hold the proceeds from such actions in trust for ESTN Metal and make them available to ESTN Metal upon demand.
(d) The Customer should not alter or process the Goods or mix them with other items. However, if the Customer does so, the resulting product is held in trust for the benefit of ESTN Metal, and the Customer must either sell, dispose of, or return the resulting product to ESTN Metal as directed by ESTN Metal.
(e) The Customer authorizes ESTN Metal irrevocably to enter any premises where ESTN Metal believes the Goods are located and take possession of the Goods.
(f) ESTN Metal has the right to reclaim possession of Goods in transit, whether or not the delivery has occurred.
(g) The Customer may not encumber or place any liens on the Goods or transfer any interest in the Goods while they are still the property of ESTN Metal.
(h)ESTN Metal may initiate legal proceedings to recover the Price of the Goods sold, even if ownership of the Goods has not yet been transferred to the Customer.