1.1 In these Conditions:
"Buyer" means Sarina Russo Job Access (Australia) Pty Ltd ABN 21 090 052 350 trading as Sarina Russo Job Access/Sarina Russo Schools Australia Pty Ltd trading as Sarina Russo Schools | Australia ABN 39 010 129 325/Sarina Investments Pty Ltd, Russo Higher Education Pty Ltd ABN 78 114 135 563, Russo Business School Pty Ltd ABN 34 601 105 319, 82 Ann Street Unit Trust ABN 32 915 477 942, Sarina Investments ABN 81 056 887 757 (delete company to which Conditions do not apply) which is the buyer of the Goods or Goods and/or Services from the Seller.
"Seller" means the seller of the goods and/or services and includes the directors, employees and agents of the Seller.
"Goods and/or Services" means any goods and/or services to be supplied by the Seller to the Buyer in any Order.
"Order" means the order for any Goods and/or Services constituted in any verbal or written communication between the Buyer and Seller.
"GST" means any goods and services tax applicable to the Goods and/or Services.
1.2 Words importing the singular shall be deemed to include the plural and vice versa. Words importing the male gender shall be deemed to include the female and vice versa.
2.1 The acceptance of an Order by the Seller includes acceptance of these Terms and Conditions as the sole basis of the sale to the exclusion of any conditions of sale appearing on any document of the Seller. Modification of these Conditions expressed in any document of the Seller does not apply to any Order unless expressly accepted in writing by the Buyer.
3.1 No change to any Order is to be made by the Seller without the written agreement of the Buyer.
4.1 Any Order is placed on a firm price basis in accordance with the price listed in the Order and is not subject to any increases in price without the Buyer's prior approval in writing.
4.2 Unless otherwise stated, all prices quoted by the Seller:
(a) are inclusive of GST; and
(b) includes delivery to the destination stated in the Order and the offloading of the goods by the Seller at the point of destination.
5.1 The Seller will deliver the Goods and/or Services to the timetable agreed between the parties in the Order.
5.2 It is agreed between the parties that the Seller shall not be responsible for the delay in delivery caused by, or in any way incidental to an act of god, war, fire, breakages of machinery or strikes.
6.1 The Seller must ensure that the Goods and/or Services are in accordance with and conform to any specifications, drawings, samples or other description (if any) furnished by the Buyer to the Seller.
7.1 The Goods and/or Services must:
(a) be fit for the purpose for which the Goods and/or Services of the same kind are commonly supplied and any other purpose made known to the Seller;
(b) be of merchantable quality and be free from defect in material and workmanship; and
(c) carry an applicable manufacturer's warranty, which passes onto the Buyer or any customer from the Buyer without liability to the Buyer. The Seller must assign to the Buyer, at the request of the Buyer, the benefit of any warranty or guarantee that the Seller has received from any Supplier (whether under contract or by implication or operation of law).
8. Inspection and Return
8.1 All Goods and/or Services are received subject to the Buyer's inspection within a reasonable time after delivery, irrespective of the date of payment. Signed delivery dockets do not mean acceptance by the Buyer of the Goods and/or Services delivered but only the number of packages or cartons delivered or the type of Service delivered.
8.2 The Buyer must promptly notify the Seller of any defects appearing in the Goods and/or Services. The Buyer will hold any such goods for the Seller's instructions and at the Seller's risk for a reasonable period not exceeding sixty (60) days. If the Seller's instructions are not received within that period, the Buyer may return the defective Goods to the Seller's premises at the Seller's expense and risk. Any expense incurred by the Buyer in such return is payable forthwith by the Seller and may be set off by the Buyer against any monies otherwise due by the Buyer to the Seller.
9.1 The Seller must send a properly rendered Tax Invoice to the Buyer after the Buyer has approved the goods under clause 8.1. A Tax Invoice will not be deemed to have been properly rendered unless it:
(a) Specifies the purchase Order;
(b) Details the appropriate Buyer (for example Sarina Russo Schools | Australia not Russo Institute of TAFE; Sarina Russo Job Access not Sarina Russo);
(c) Provides sufficient detail to enable the Buyer to assess what Goods and/or Services the Seller has provided to the Buyer; and
(d) Qualifies as a Tax Invoice under the Tax Legislation (for example including but not limited to ABN, with identification of GST, etc).
9.2 The Buyer will pay the Tax Invoice within thirty (30) days of the end of the month cycle (this means for example, that invoices dated in March will be paid by the last day in April).
9.3 The Seller acknowledges that there will be no interest payable by the Buyer on late payments.
10. Packing Costs
10.1 The Seller must not make any charge to the Buyer for wrapping, packing, cartons or crating unless authority for such charge is expressly incorporated in the Order.
10.2 The Seller must ensure that all Goods are suitably packed or otherwise prepared for shipment so as to secure the lowest transportation and insurance rates and in accordance with the carrier's requirements.
11.1 The Buyer reserves the right to cancel the Order if the full amount of the Goods and/or Services is not delivered or it is not delivered to the Buyer's premises on or before the delivery date specified in the Order.
11.2 The Seller does not have and may not prosecute any claim whatsoever at law or in equity against the Buyer if the Buyer cancels the Order under clause 11.1.
11.3 The Seller must, in addition to any other liability, pay the costs of removing the Goods from the Buyers premises, if the Buyer cancels the Order under this clause.
12.1 The Goods are at the Seller's risk until delivered to the destination stated in the Order. Nothing in the conduct of the Buyer or the transfer of the property in the goods (including delay that is or is not the fault of the Buyer or any person who represents the Buyer) alters the incidence of risk under this clause. Title to the Goods will only pass from the Seller to the Buyer upon delivery to the destination stated in the Order.
13. Indemnity and Insurance
13.1 The Seller shall, at its own risk, provide the Goods and/or Services in accordance with these Terms and Conditions, and in so doing, shall comply with the provisions of all statutes, regulations, ordinances or by-laws and the requirements of any local or other authority.
13.2 The Seller indemnifies and covenants to keep indemnified the Buyer in respect of any loss or liability howsoever suffered by the Buyer relating to the Goods (up until title is transferred to the Buyer in accordance with clause 12) and/or Services provided by the Seller.
13.3 The Seller will at all times hold and maintain insurance, at industry accepted levels, for workers' compensation, public liability and professional indemnity (if applicable). The Seller will immediately, upon request, supply to the Buyer certificates of currency for the insurances held.
14.1 The Seller shall not, without the prior written approval of the Buyer, make public or disclose to any third person:
(a) The fact that the Seller has entered into these Conditions with the Buyer; or
(b) Any information concerning the business or operations of the Buyer.
15.1 The Seller shall not sub-contract the whole or any part of the Seller's obligations under these Conditions of Trade except:
(a) With the prior written consent of the Buyer; and
(b) On such conditions as the Buyer thinks fit.
16.1 These Conditions will be governed by and construed in accordance with Queensland Law. The parties submit to the non-exclusive jurisdiction of the Courts and Tribunals of the State of Queensland.