Terms and Conditions of Sale

Terms and Conditions of Sale –

1. Order and Supply

1.1 Terms and Conditions when the Buyer purchases any Goods from the Seller. It is understood that the transaction is governed by these terms and conditions of sale also (“Terms”).

1.2 However, by placing an Order, the Buyer agrees to the Terms.

1.3 Availability of the Goods is not guaranteed. The Seller also may suspend or stop supplying Goods to the Buyer. If the Seller cannot supply all of the quoted Goods, the Terms still apply to any part of the quotation that is supplied evidently.

2. Payment

2.1 If the Buyer does not have an approved credit account with the Seller, full payment must be made by bank transfer, Stripe, Apple Pay, or bank deposit before the delivery of each consignment of Goods 48hours before delivery. The Seller is not required to deliver the Goods until full payment has been received.

2.2 If the Buyer has an approved credit account with the Seller: (a) the Buyer must also acknowledge receiving a copy of the Terms of Trading Agreement. In the event of any inconsistency between the Terms of Trading Agreement and these terms, the Terms of Trading Agreement will take precedence; and (b) the Buyer must also make payment for the ordered goods within 7 days of the invoice date or earlier if the approved credit limit is exceeded.

2.3 If the Buyer fails to make a payment by the due date, exceeds the credit limit. Breaches the Terms and Conditions of Sale. Or if the Seller reasonably suspects an insolvency event in respect of the Buyer, the Seller may also take action without limiting any other right or claim it may have against the Buyer.

2.4 If there is a dispute over any part of an invoice, the remaining balance must still also be paid by the due date. The Buyer is not entitled to offset any claim against the Seller for money owed to the Seller.

2.5 The Buyer assigns to the Seller all rights, property, and undertaking of any kind and, wherever situated, to secure payment of all amounts owed to the Seller. If the Buyer fails to pay any amount owed to the Seller by the due date, the Seller may appoint one or more receivers to the Buyer’s property and may take any action that a receiver could do under the law.

3. Price

3.1 The price for all Goods sold will be based on the Seller’s list price at the time of Goods delivery. All quoted prices include GST and applicable cartage costs and are subject to change.

3.2 The Seller reserves the right to adjust prices to account for factors such as exchange rate fluctuations, duties, levies, or taxes. The Buyer is required to adhere to these changes. Additionally, the Seller may apply a reasonable handling fee for all delivered orders. The Buyer must acknowledge and rectify any invoicing errors or omissions and, if applicable, accept the revised pricing and pay the price difference within the agreed-upon terms of trade.

4. Delivery

4.1 Unless otherwise agreed in writing by the Seller, delivery is made at the Property. If a Delivery Date is specified, it is only an estimate, and the Seller is not responsible for any delivery delays. Time is not crucial for delivery, and the Buyer must accept delivery and pay for the goods, including any transport costs, even if they are delivered after the specified delivery date.

4.2 The Seller may, at its discretion, arrange for the Goods to be placed at a designated location on the Property by its carrier at the Buyer’s request. If the Seller’s carriers enter the Property for this purpose, it is considered to be at the invitation of the Buyer. The Buyer warrants that it has possession of the Property and is authorized to invite the Seller’s carrier onto the Property. The Buyer agrees that neither the Seller nor the Seller’s carrier is liable for any damage, loss, or injury to the Goods or any other property, or any person, caused by the Seller’s carrier while complying with the Buyer’s request to deliver the Goods to a designated location on the Property.

4.3 The Seller’s statement of account, detailing the specification, quantity, and place of delivery of the Goods, is considered as prima facie evidence of the delivery of the specified quantity of Goods and the delivery site.

5. Inspection

5.1 Upon delivery, the Buyer is required to inspect the Goods immediately. The return of Goods is only allowed with the Seller’s prior approval. The Goods must be returned within 7 days of the Delivery Date in an unsold, undamaged, and resaleable condition. If applicable, the Goods should be returned in their original packaging.

5.2 Any claim regarding the Goods not meeting these Terms (including being defective, damaged during delivery, or short delivered) must be reported at the time of delivery or in writing to the Seller within 48 hours after the Goods are delivered to the Buyer. If the Buyer fails to make a claim within this timeframe, the Goods are considered accepted by the Buyer, and the Buyer is obligated to pay for the Goods as per the Terms, to the extent permitted by law.

6. Delay and Damage

6.1 The Seller commits to fulfilling and delivering each Order by the Delivery Date, but will not be liable for any loss or damage resulting from any delay or failure to deliver the Goods for any reason. Upon request, the Seller may consider adjusting the Delivery Date.

6.2 The Seller holds no responsibility for delays in the delivery of, or damage to, the Goods in cases where: (a) third-party carriers are employed; or (b) the Buyer has arranged for their own freight and offloading.

7. Cancellation

7.1 Orders can be cancelled by providing written notice to the Seller before the commencement of Goods delivery. The Buyer is required to reimburse the Seller for any expenses incurred in addition to the fee mentioned in clause

7.2 that were accrued before the cancellation notice was received. The Seller needs 24 hours to process the Order cancellation.

7.2 A $100.00 fee, inclusive of GST, will be charged to cover administrative costs related to the cancellation of the Order.

7.3 If the Goods have been delivered or partially loaded onto a vehicle in preparation for delivery, a restocking fee equivalent to 50% of the Goods’ cost, inclusive of GST, will be imposed before a refund is issued.

8. Risk

8.1 The Buyer assumes responsibility for Goods supplied by the Seller immediately upon delivery to the Buyer or the Buyer’s custody, including its carrier or forwarder. The Buyer is required to insure the Goods at its own expense from the delivery of the Goods until they are fully paid for, covering risks typical or common to insure against in a business similar to that of the Buyer.

9. Title

9.1 Ownership of the Goods supplied by the Seller to the Buyer remains with the Seller until the Goods have been paid for in full. Until full payment is made: (a) the Buyer holds and retains custody of the Goods as a fiduciary agent and bailee of the Seller; (b) the Buyer may sell the Goods in the ordinary course of its business, but only as a fiduciary agent of the Seller. The Buyer is not authorized to represent to any third party that it is acting on behalf of the Seller or to bind the Seller to any contract or assume any liability for the Seller. Any proceeds, including those from insurance claims, are received by the Buyer in trust for the Seller and must be kept in a separate bank account until all liabilities to the Seller are settled; (c) if the Buyer uses the Goods in its own manufacturing or construction process or that of a third party, the Buyer must hold in trust for the Seller the portion of the proceeds equal to the amount owed to the Seller at the time of receipt of the proceeds.

10. Quality

10.1 The Buyer agrees to the following: (a) all implied conditions and warranties by the Seller regarding any Goods supplied are excluded to the maximum extent permitted by law; (b) the Seller’s liability, if it cannot be excluded, is limited to the replacement or re-supply of the Goods or a refund of the cost of the Goods; and (c) unless made in writing and notified by the Buyer to the Seller within 48 hours of delivery to the Property, no claims regarding any Goods supplied will be recognized by the Seller, except for any non-excludable rights conferred on the Buyer by law.

10.2 The Buyer acknowledges that all “Special” grade Goods or “Seconds” are imperfect or damaged. The Buyer accepts that these Goods are purchased on an “as is, where is, as inspected” basis, and no claims for loss or damage will be accepted by the Seller.

10.3 The Buyer agrees that some “First Grade” Goods may be chipped, broken, damaged, or unusable (“Imperfect Goods”). The Seller recommends using the Imperfect Goods for cuts and infill and will make reasonable efforts to ensure that Imperfect Goods do not exceed 5% of the Order.

10.4 The Buyer accepts that unless specifically stated on the Order Form, all purchased Goods are supplied as “stock” Goods and are not individually selected.

10.5 If the Buyer requires an Order to be individually selected or suitable for a particular purpose, the Seller must be notified in writing on the Order Form, and a premium will be added to the price.

10.6 The Seller does not take responsibility for the cleaning or sealing of the Goods.

10.7 Example Goods shown to the Buyer indicate the general color only, and there is no guarantee, expressed or implied, that the delivered Goods will match the color of the example Goods.

10.8 The Buyer acknowledges that variation in color and texture is unavoidable due to differences in natural stone deposits, and the Seller accepts no responsibility for color variation, fading, or discoloration.

10.9 Tolerances: The Buyer accepts that size and thickness tolerances apply to Natural Stone as follows: (a) Any Diamond Cut Sandstone surface: + / – 3mm (b) Any Diamond Cut Limestone surface: + / – 3mm (c) Any Quarry Cut Limestone surface: + / – 10mm. The Seller makes every effort to achieve correct sizes, but these tolerances must be allowed for.

11. Complaints

11.1 If the Buyer believes that more than 5% of any load of “First Grade” Goods are Imperfect Goods, the Buyer should promptly notify the Seller and leave the Goods in question at the delivery location for inspection by a Seller representative.

11.2 If the Seller determines that more than 5% of any load of “First Grade” Goods are Imperfect Goods, the Seller will replace the determined excess percentage of the delivery.

11.3 While efforts will be made to provide consistent colour in the Goods, there is no guarantee that the colours of individual Goods will match.

11.4 The Seller is not liable for: (a) the removal or any associated costs incurred by the Buyer for removing the replaced Imperfect Goods; (b) any consequential loss, damage, or expense resulting from defects in the Goods that the Seller agrees to replace; or (c) any laid Goods.

11.5 The Seller’s agreement to replace a quantity of the Goods does not provide grounds to cancel the remainder of the Order.

12. Returns

12.1 The Seller will only entertain returns in full pack form and in the same condition as the Goods were delivered. Unless explicitly stated in the Terms, the Seller is not obliged to accept returns. A restocking fee of 20% of the cost of the returned Goods and cartage costs will be applicable to all accepted returns.

13. Over Supply

13.1 The Seller shall not be responsible for any over supply of Goods.

14. Force Majeure

14.1 The Seller is not responsible for any failure or delay in contract performance due to factors beyond its reasonable control, such as strikes, equipment failure, supply shortages, Labor issues, natural disasters, war, government actions, or other unforeseeable circumstances.

15. Exclusion of Warranty

 15.1 To the extent permitted by law and except for any written warranty between the Seller and the Buyer. the Terms exclude all other conditions, warranties, liabilities, or representations regarding the Goods. If legislation implies any condition or warranty that cannot be excluded or modified in the Terms, the Seller’s liability for a breach of such condition or warranty is limited, at the Seller’s discretion, to one or more of the following: (a) replacement of the goods or supply of equivalent Goods; (b) payment of the cost of replacing the Goods or acquiring equivalent Goods, by credit, cash, or check at the Seller’s discretion; or (c) refunding any part of the purchase price of the Goods, by credit, cash, or check at the Seller’s discretion.

16. Limitation of Liability

16.1 Except as provided in clause 9, the Seller is not responsible for any loss or damage of any kind arising from or in connection with the supply of Goods. Including indirect or consequential losses such as loss of profit, revenue, contract, goodwill, or increased working costs. Even if caused by the negligence of the Seller or its employees or agents.

17. Severance

17.1 If any provision of the Terms is unenforceable, illegal, or void, that provision will be severed, and the remaining provisions of the Terms will remain in force.

18. Amend Terms

18.1 The Seller may amend or vary the Terms by notifying the Buyer in writing of the amendment or variation.

19. Jurisdiction

These Terms and any account opened in the name of the Buyer are governed by the laws of Australia. The parties irrevocably agree to the jurisdiction of the appropriate court convenient to the Seller for any claims, proceedings, and matters arising from or in relation to the Terms.

20. Definitions In the Terms,

The following words have the following meanings. “Buyer” means the party other than the Seller identified in the Order Form. “Delivery Date” means the delivery date stated in the Order Form. “Goods” means the products to be sold by the Seller to the Buyer which are described in the Order Form. “Order Form” means the form used by the Seller from time to time to sell its products, to which these Terms are attached. “Order” means an offer to purchase the Goods described in the Order Form. “Property” means the address contained in the Order Form. “Seller” means Boulder Stone ACN 679 363 887 ,

“Terms of Trading Agreement” means the terms and conditions stated in the Seller’s credit Application for a commercial credit account