TERMS & CONDITIONS
Powderline Coatings / Woodlook Terms & Conditions
ABN 93 106 825 898
Powderline Coating Pty Ltd (Powderline)/Woodlook & More Pty Ltd (Woodlook)
Standards for Powderline / Woodlook Quality & Finish Condition.
Powderline / Woodlook produce a commercial finish for architectural aluminium goods to Australian Standard AS 3715-2002 & in conjunction with the Powderline Surface finishing Booklet. (Available on Powerline’s Website)
In accordance with this standard and in reference to appearance:
1. Appearance of finish is as significant as the surfaces of powder coated aluminium product supplied.
2. Finish shall be generally of uniform appearance.
3. Colour and texture are to be essentially free of visual defects such as blisters, inclusions & surface imperfections.
4. Appearance shall be viewed from a minimum distance of one (1) metre.
5. Consideration also needs to be given for further distance to be allowed for commensurate with the use of the product and its in-situ viewing distance.
6. Powder coating as a process cannot be guaranteed to be defect free due to Powder coating being a 1 off application with limited ability to rework the finish. This needs to be considered in conjunction with the above 1) to 5) notes when evaluating appearance.
7. Castings, Re-coated, Anodized, Pretreated Surface and Metal Substrate other than Aluminum have no warranty to adhesion, quality or finish. The coating or finish is not guaranteed to make the goods fit for purpose. Goods are coated with all care, however, at no liability to Powderline / Woodlook as stated.
TERMS AND CONDITIONS OF SALE (“Terms”)
1.PURCHASER’S ACCEPTANCE OF TERMS
The person / company (“Purchaser”) shown on a Purchase order / Details of an order shall be taken to have accepted these Terms without qualification, upon:
(a) The Purchaser or any person acting on its behalf placing an order for all or some of the goods and/or services indicated on the Purchase order / Details of an order (“Powdercoating / Woodlook Finish”) with Powderline Coatings;
(b) The Purchaser or any person acting on its behalf accepting or requesting delivery of the Powdercoating / Woodlook Finish verbally or in writing; or email
(c) The Purchaser or any such person confirming these Terms by conduct.
2.INCONSISTENCY & SUITABILITY FOR PURPOSE
(a)Any order or offer from the Purchaser shall constitute an offer to purchase Powdercoating / Woodlook Finish on these terms, notwithstanding anything in that order or offer.
(b)The Purchaser relies on its own skill and judgment and has satisfied itself as to the condition, quality, suitability and fitness of the Powdercoating / Woodlook Finish for the purpose for which the Purchaser proposes to use the Powdercoating / Woodlook Finish. Once accepted by the purchaser Powdercoating / Woodlook Finish are not liable for Purchasers costs in processing and installation and /or rectification.
(c) Notwithstanding any words or conduct by Powderline / Woodlook inconsistent with or purporting to vary or reject any of these terms, any contract between Powderline / Woodlook and the Purchaser to purchase Powdercoating / Woodlook Finish is subject to these terms unless and to the extent only that Powderline / Woodlook expressly agrees in writing to any variation or has agreed in writing to any terms and conditions inconsistent with these Terms (“Inconsistent Terms”) in which case any such Inconsistent Terms will prevail to the extent of any inconsistency for so long as such Inconsistent Terms remain in force.
(d) Without limiting the generality of clause 2(b) where a Purchaser is a party to a separate supply agreement signed by Powderline / Woodlook which remains in force, the terms of that agreement shall prevail over any of these terms which are inconsistent.
Powderline / Woodlook shall not be under any liability to the Purchaser in respect of rectification, any loss or damage (including consequential loss or damage however caused) which may be suffered or incurred or which may arise directly or indirectly in respect of the Powdercoating / Woodlook Finish or the failure or omission on the part of Powderline / Woodlook to comply with its obligations under these conditions.
Material cost of defective material as per the original Purchasers order will be the resupply/ rework of the Powdercoating / Woodlook Finish to be considered by Powderline / Woodlook.
4.DELIVERY OF POWDERCOATING / WOODLOOK FINISH
(a) Powderline / Woodlook will use reasonable endeavours to meet any delivery or completion date or period quoted but such date or period is an estimate only and is not to be construed as a fixed date or period.
(b) NOTE: Express Services can be affected by varying factors including-but not limited to- workload, job size and powder availability. If your order cannot be powder coated in 24 hours for any reason, we shall do our best to inform you and the job shall be completed at our earliest opportunity. Please also keep in mind extra delays may occur during busy periods, such as the lead up to Christmas. Although we strive to complete all Express jobs within 24 hours, this is not always possible and we take no responsibility for jobs that cannot be supplied as requested.
(c) Powderline / Woodlook shall not be responsible nor accept any liability for delay or non-delivery of the Powdercoating / Woodlook Finish or any part of the Powdercoating / Woodlook Finish and if in any circumstances late delivery or partial delivery is tendered by Powderline Coatings, due to circumstances beyond its control including strikes, shortages of raw materials and accidents, the Purchaser shall accept and pay for the same under these conditions. In no case shall Powderline / Woodlook be liable for any loss or damage resulting either directly or indirectly from a failure to deliver on any specific date.
(d) Unless stated otherwise in writing, all Powdercoating / Woodlook Finish are supplied ex-works and Powderline / Woodlook obligation to deliver is satisfied if Powderline / Woodlook makes the goods supplied by Powderline / Woodlook or items to which Powderline / Woodlook has applied treatment (“Goods”) available for collection by the Purchaser at Powderline / Woodlook premises. Any charges for delivery or special packing requested by the Purchaser shall be at the Purchaser’s expense and shall be added to the price of the applicable Powdercoating / Woodlook Finish and included in the invoice for those Powdercoating / Woodlook Finish.
(e) The Purchaser must collect the Goods within 7 days of the Purchaser being notified that they are available for collection or Powderline / Woodlook will be entitled to charge the Purchaser Powderline / Woodlook reasonable expenses in storing the Goods.
(f) Once the Goods are collected by the Purchaser, the Purchaser is responsible (at its own cost) for the storage of the Goods whilst in transit. Powderline / Woodlook is not liable to the Purchaser for any Goods lost or damaged in transit.
(g) The Purchaser shall inspect the Goods upon pick up or delivery and shall notify Powderline / Woodlook in writing of any variation between the description, quality or quantity of that which was ordered by the Purchaser and the description, quality or quantity of that which is delivered to the Purchaser, within 10 days of pick up or delivery to the Purchaser. To the extent permitted by law, if the Purchaser does not so notify Powderline Coatings, the Purchaser shall be deemed to have accepted the Goods in the condition so delivered and shall be deemed to have waived all or any rights to claim that at the time of delivery there existed any variance with the description, quality or quantity of the Goods ordered by the Purchaser and the description, quality or quantity of the Goods actually picked up or delivered to the Purchaser. A delivery docket held by Powderline / Woodlook shall be prima facie evidence of the description, quality and quantity of the Goods delivered.
Powderline / Woodlook offers limited warranties in respect of Powdercoating / Woodlook Finish (“Powderline / Woodlook Warranties”). The current terms of the Powderline / Woodlook Warranties are on our website powderline.com.au
Powderline / Woodlook reserves the right to change the terms of the Powderline / Woodlook Warranties from time to time at its absolute discretion. The warranty applying to the Powdercoating / Woodlook Finish is the relevant Powderline / Woodlook Warranty specified to apply to the class of goods and/or services in which the Powdercoating / Woodlook Finish come within, on the date of delivery.
(a) Except as expressly provided in the Powderline / Woodlook Warranties or these Terms or as required by law, Powderline / Woodlook does not give any other warranty or make any representation whatsoever, including as to the condition, merchantability, correspondence with description or quality of the Powdercoating / Woodlook Finish or as to their suitability or fitness for any use or purpose, and all statutory and implied conditions and warranties are excluded to the full extent permitted by law.
(b) Where these Terms must, by law, be read and construed subject to any statutory provisions, to the extent permitted by those statutory provisions Powderline / Woodlook liability for breach of a condition or warranty implied by any statutory provision is limited at Powderline / Woodlook option to:
(i) In the case of goods to replacement of the goods or the supply of equivalent goods, or the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(ii) In the case of services to the supply of the services to the supply of the services again or the cost of having the services supplied again.
Where any Goods are delivered in re-useable skips (“Skips”), the Skips remain the property of Powderline / Woodlook always. The Skips must be returned by the Purchasers at their earliest convenience and at the Purchaser’s expense in the same condition as that in which they were supplied by Powderline Coatings. The Purchaser agrees to pay for any Skips not returned in good order and condition within 30 days of delivery of the Goods.
(a) Risk of loss or damage in respect of items of the Purchaser delivered to Powderline / Woodlook for the application of treatments and which are owned by the Purchaser (or by another party for on-delivery to the Purchaser) will always remain with the owner and not Powderline Coatings.
(b) Risk of loss or damage to Goods owned by Powderline / Woodlook and supplied to the Purchaser shall pass to the Purchaser at the earlier of the time and place where the Goods cease to be in actual possession or control of Powderline / Woodlook or the expiry of one day from the time Powderline / Woodlook notifies the Purchaser the Goods are ready for delivery/collection.
(a) Unless agreed between the Purchaser and Powderline / Woodlook in writing, title and property in Goods supplied by Powderline / Woodlook remains with Powderline / Woodlook until the Purchaser has paid the full purchase price to Powderline Coatings, notwithstanding that risk in those Goods may have passed to the Purchaser. Until the Purchaser pays the full purchase price for the Goods:
(i) It holds the Goods as bailee of Powderline / Woodlook and acknowledges that a fiduciary relationship exists between them;
(ii) It must at its own expense, store the Goods in a way that clearly manifests Powderline / Woodlook title;
(iii) It must not pledge or grant any security over the Goods and Powderline / Woodlook may (in addition to any of its other rights) enter upon the premises on which the Purchaser holds the goods for the purpose of recovering or reselling them. Any such recovery of Goods is at the discretion of Powderline / Woodlook and the Purchaser may not return Goods (or any part of them) of its own accord; and
(iv) If the Purchaser resells the Goods before property in the Goods has passed to it and, as a result of such re-sale property in the Goods passes from Powderline Coatings, Powderline / Woodlook is entitled to the proceeds of such re-sale to the extent of any amount unpaid in relation to the Goods, including any right to or claim for such proceeds and the Purchaser shall keep full records of any such sales, hold such proceeds of sale on trust for Powderline / Woodlook and keep them separate from its other monies.
(b) If the Purchaser fails to pay for the Goods on the Due Date (as defined in clause 12), even though Powderline / Woodlook reserves title to the Goods supplied to the Purchaser and without prejudice to any other rights and remedies Powderline / Woodlook may have, Powderline / Woodlook may sue the Purchaser for the price of the Goods as a liquidated sum. If Powderline / Woodlook has purchased the Goods from a supplier and has agreed with the supplier that title to the Goods will not pass to Powderline / Woodlook until the supplier has been paid, then clause 9(a) will not apply until the supplier has been paid.
(c) Until the Purchaser pays the full purchase price for the Goods:
(i) It must at its own expense, take all necessary precautions to keep the Goods safe and free from damage by fire, water, accident, vermin or reckless or malicious damage or any cause whatsoever; and
(ii) It must insure the Goods for their full insurable value against loss or damage by fire, theft, accident and other such risks.
10.RECOVERY OF GOODS
If any payment by the Purchaser to Powderline / Woodlook is overdue, in whole or in part, or the Purchaser is otherwise in default under these Terms or any contract with Powderline Coatings, or the Purchaser becomes bankrupt or commits any act of bankruptcy or compounds with its creditors or has judgement entered against it in any court or, being a company, has a provisional liquidator, receiver or manager appointed or otherwise suffers some form of insolvency administration, all sums then owing by the Purchaser to Powderline / Woodlook in relation to Powdercoating / Woodlook Finish provided by Powderline / Woodlook will become immediately due and payable and Powderline / Woodlook may (without prejudice to any of its other rights) recover and resell any Goods and may, for that purpose, enter upon the Purchaser premises by its servants or agents, and Powderline / Woodlook is irrevocably authorised to effect such entry, including the use of reasonable force if necessary, to recover possession of the Goods and to detach the Goods from any other object to which they have been attached or of which they form a constituent part. Any such recovery of Goods is at the discretion of Powderline / Woodlook and the Purchaser may not return Goods (or any part of them) of its own accord.
Where items are supplied to Powderline / Woodlook for the application of treatment and Powderline / Woodlook does not own those items Powderline / Woodlook shall, subject to any written agreement to provide the Good/Services on credit to the Purchaser, have a lien over those items until the Powdercoating / Woodlook Finish have been paid for in full.
(a)The Purchaser shall pay to Powderline / Woodlook the total shown on the invoice which is inclusive of GST (“Purchase Price”) within the period and in the manner agreed in writing between the parties or where there is no such written agreement within 30 days of the end of month of invoice (“Due Date”), time being of the essence.
(b)If any payment is not received by the Due Date, the Purchaser will pay Powderline / Woodlook on demand interest at 2% above the National Australian overdraft rate prevailing at the Due Date, or other such rate as may be notified in writing from time to time (upon 28 days’ notice) from the Due Date until payment has been made.
(c)The Purchaser shall indemnify Powderline / Woodlook on demand for any costs incurred in collecting any monies payable in relation to the supply of the Powdercoating / Woodlook Finish to the Purchaser (including without limitation any fees of any mercantile agent or solicitor on a full indemnity basis).
(d)Without prejudice to any other rights Powderline / Woodlook may have, if any payment including interest is not made on the date it is due, Powderline / Woodlook may, without further notice, suspend further provision of Powdercoating / Woodlook Finish and its remaining obligations to the Purchaser under these Terms and any other agreement until the payment due is received by Powderline / Woodlook in full.
(e)The Purchaser must pay the Purchase Price by providing Powderline / Woodlook (or, if the right to receive the Purchase Price has been assigned, the assignee of Powderline Coatings) with cleared funds without any set-off, abatement, counter-claim, deduction or withholding whatsoever. The Purchaser must not claim against any such assignee any right of set-off, abatement, counter-claim or other right which the Purchaser has against Powderline Coatings. At the request of Powderline / Woodlook or the assignee the Purchaser must sign and deliver to the assignee any document Powderline / Woodlook or the assignee reasonably requires for this purpose. The Purchaser agrees that these obligations will prevail over any other term in any present or future agreement between Powderline / Woodlook and the Purchaser.
13.PRICE OR PRODUCT VARIATION
(a) Powderline / Woodlook reserves the right to vary or modify the prices of Powdercoating / Woodlook Finish at any time prior to acceptance of an order by Powderline Coatings.
(b) Where the Purchaser orders Powdercoating / Woodlook Finish to be delivered in instalments, Powderline / Woodlook reserves the right to vary or modify the prices of Powdercoating / Woodlook Finish in relation to any uncalled instalments at any time prior to the Purchaser notifying Powderline / Woodlook that it requires the next instalment.
(c) Powderline / Woodlook reserves the right to alter the specifications and performance data of the Powdercoating / Woodlook Finish in any way prior to acceptance of an order by Powderline Coatings.
(d) In the event that there is a change in the price of the Powdercoating / Woodlook Finish in accordance with sub-clauses (a) or (b), or a change in the specifications or performance data of the Powdercoating / Woodlook Finish in accordance with sub-clause (c) which substantially alters the nature of the Powdercoating / Woodlook Finish provided, the Purchaser may cancel the order or, in the case of sub-clause (b), the remaining instalments, but only if the Purchaser notifies Powderline / Woodlook that it wishes to cancel the order within 2 business days of receiving notice of the change in price or specification/performance data of the Powdercoating / Woodlook Finish.
14.NOTIFICATION OF CHANGE IN CONTROL
The Purchaser shall at least 14 days prior to the change notify Powderline / Woodlook in writing of any change in the ownership of the business of the Purchaser or (if the Purchaser is a company) any change in shareholding or in the composition of the board of directors of the company which has the consequence that the persons in control of the business of the Purchaser change.
(a) Powderline / Woodlook reserves the right to assign or novate its rights or obligations pursuant to any agreement formed on these terms by giving written notice to the Purchaser to that effect.
(b) The Purchaser must not assign its obligations under these Terms without Powderline / Woodlook prior written consent.
16.RETURNING OF GOODS
(a) The Purchaser can only return Goods to Powderline / Woodlook upon written authorisation by Powderline Coatings. Powderline / Woodlook is not obliged to authorise the return of any Goods in any circumstances. The Purchaser must quote the number of the invoice under which the Powdercoating / Woodlook Finish were purchased.
(b) Transportation costs, both in delivery to Powderline / Woodlook and return of any Goods to the Purchaser, are the responsibility of the Purchaser.
Subject to clause 13, the Purchaser must not cancel any order or any undelivered part thereof except with the prior written approval of Powderline Coatings. For each cancellation, Powderline / Woodlook may, whilst reserving all its rights including any claim for loss, charge an administration fee of the greater of $150 or 50% of the value of all finishing plus 100% of the metal portion of the order or part thereof cancelled.
Powderline / Woodlook is entitled to charge Powdercoating / Woodlook Finish Tax (“GST”) at the prevailing rate of GST on any Powdercoating / Woodlook Finish subject to GST on the amounts payable by the Purchaser for such Powdercoating / Woodlook Finish.
A notice, demand, certification, process or other communication including an invoice or statement will be deemed to be properly communicated as required by these Terms if it is left at or sent by prepaid ordinary mail to the party address, or transmitted to the party facsimile number or e-mail address or via any other form of written electronic communication, as stated most recently in documentation, correspondence or other written communication.
These terms and conditions shall be governed by the laws of Western Australia and the Purchaser agrees to submit to the jurisdiction of the courts of that state.
If any of these Terms is held by a competent authority to be unlawful, invalid or unenforceable in whole or in part then the validity of the other provisions of these Terms and the remainder of the provision in question will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.
Failure by Powderline / Woodlook to enforce at any time any of these Terms will not be a waiver of Powderline / Woodlook rights and will not prejudice Powderline / Woodlook right to take subsequent action.
It is Powderline Coating’s goal to continuously to achieve and improve our finish within the Powder Coating process.