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Terms & Conditions
of Sale

gms composites
1. GENERAL (a)  The Contract Terms include all those statutory rights conferred on the purchaser which GMS is not capable of excluding restricting or modifying ("the purchaser's statutory rights")

(b) Unless other terms are accepted in writing by GMS, the Contract Terms shall apply to the exclusion of all prior discussions representations understandings and arrangements, and all conditions and warranties (written or oral, express or implied) and other representations (contractual or otherwise):

  1. Whether or not arising under statute, by implication of law or by custom or usage, and
  2. Whether or not endorsed or delivered with or referred to in any order or other document delivered by the purchaser to GMS, with respect to the supply of products or services.

(c) GMS  may alter these Contract Terms on 30 days notice.

(d) In these Contract Terms, headings are for convenience only and do not affect their interpretation.

2. QUOTATIONS AND ORDERS (a) Unless previously withdrawn by GMS at any time, a quotation is open for acceptance for 30 days from the date of the quotation after which time it will lapse. The quotation (and any purchaser's order) is subject to written confirmation by GMS on receipt of the purchaser's order.

(b) If there is any inconsistency between the quotation and the Contract Terms, then the Contract Terms will apply.

3. PRICES (a) The prices charged will be those ruling at the date of dispatch of the products. Price lists and quotations are not an offer. All prices are subject to change without notice.

(b) All domestic delivery prices are Ex Works unless otherwise agreed.

(c) All prices for the supply of products are GST exclusive.

(d) Where GMS delivers a quantity of products which is equal to or outside the range of +/-5% of the quantity ordered then the price shall be adjusted proportionately. Where the quantity delivered is within +/-5% of the quantity ordered, the purchaser shall accept the delivery in full satisfaction of the order and shall pay GMS 's invoiced price.

4. PAYMENT (a) Payment is to be made in full within 30 days from the date of GMS 's invoice unless otherwise agreed in writing.

(b) Payments in respect of export orders are to be made against irrevocable letter of credit unless otherwise agreed in writing.

(c) All payments are to be made on or before the due date as a condition precedent to future deliveries or supplies under this or any other contract.

(d) In the event of default by the purchaser in relation to Clause 4(a) all debt recovery costs, including legal costs on a solicitor/own client basis and disbursements, and any mercantile agent costs charged to GMS will be part of the indebtedness of the purchaser to GMS.

(e) Without prejudice to any other remedy of GMS, GMS may charge the purchaser on any overdue accounts daily interest at a rate of 3% per annum above the prevailing Westpac Reference Rate.

5. DELIVERY OR SUPPLY (a) GMS will endeavour to deliver or supply the products or otherwise complete the contract within the time agreed (if any) or within a reasonable time (in the absence of agreement), but shall not be liable for any loss or damage of any kind whatsoever caused directly or indirectly by any delay in delivery, supply or completion or failure to deliver, supply or complete either in whole or in part. If delay or failure is caused by force majeure GMS may suspend delivery, supply or completion and/or terminate the contract. "Force majeure" means an act of God, war, lightning, fire, earthquake, storm, flood, explosion, unavailability or delay in availability of equipment materials or transport, labour dispute and any other cause whether of the kind specifically enumerated or otherwise which is not within the control of GMS.

(b) Where GMS partially delivers an order of products to the purchaser, the purchaser shall accept the partial delivery and pay GMS 's invoiced price.

6. PROPERTY & RISK (a) Property in the products supplied will not pass to the purchaser until such time as the purchaser has paid for all products (and other amounts owing by the purchaser to GMS) in full, and until then the purchaser will be a bailee of all such products.

(b) Risk in the products (including any loss, damage or deterioration) pass to the purchaser immediately they are delivered into the purchaser's custody.

(c) If GMS seeks to recover any products for non-payment, the purchaser hereby grants GMS a license to enter upon the premises of the purchaser (or the premises where the products are located) and recover the products without liability for trespass or damage of any kind and indemnifies GMS for any damage which has been caused to such products.

7. PACKAGING AND WEIGHT (a) Property in the packaging used for the delivery of the products will remain in GMS. The purchaser shall ensure that the packaging is kept in good order and condition and is returned to GMS within 28 days of the date of delivery. The purchaser indemnifies GMS for any damage, which is caused to the packaging as a result of a breach of this clause.

(b) In the absence of a proven defect in GMS 's system of weighing, the weight of any products shall be the last weight determined by GMS prior to the date of delivery.

8. EXPORT All export sales shall be subject to the additional terms set out on the face hereof or otherwise stated by GMS in writing. Terms used shall have the meaning assigned to them by the relevant provisions of incoterms current at the date of the sale, to the extent they are not inconsistent with the Contract Terms.

9. CLAIMS The purchaser shall advise GMS in writing of any claims -
(a) for loss or damage - within 7 days of receipt in the case of Australian orders and 14 days of receipt in the case of export orders; and

(b) for non-delivery - within 14 days of agreed or reasonable delivery time in the case of Australian orders and 21 days of agreed or reasonable delivery time in the case of export orders.

10. WARRANTY & LIABILITY (a) GMS warrants that the products will be of merchantable quality (other than products sold on a non-return basis), and will be reasonably fit for the purpose or purposes (if notified by the purchaser in writing to GMS). for which they are supplied by GMS. GMS does not warrant that the products are fit for any purpose which is not recommended by GMS, notwithstanding that the products may have been previously used for that purpose.  GMS does not warrant any products nor accept any liability when used in conjunction, or combined with, other materials or non-GMS supplied products.

(b) It is a term of the contract that to the full extent permitted by law the liability of GMS for breach of the purchaser's statutory rights or the warranty under clause 10 (a) is limited solely to the replacement of the products, supply of equivalent products or the payment of the cost of replacing the products or supplying equivalent products.

(c) Except as provided for in clause 10 (b), GMS will in no circumstances be liable for any loss or damage of any kind whatsoever to persons or property caused directly or indirectly by any defect in material or workmanship or any defect in or unsuitability of the products, information or advice supplied or by any negligence of GMS or of any servant, contractor or agent of GMS.

(d) No person acting without the express written authority of a Director or General Manager of GMS is authorised or permitted to give or make on behalf of GMS any undertaking, assertion, statement, warranty, admission, or other representation in respect of any products or their supply at variance with the Contract Terms.

11. INDEMNITY The purchaser shall indemnify and keep GMS indemnified against any action. claim, demand, loss, damage, cost and expense which:
(a) GMS may suffer, incur, or is liable for arising out of, or in connection with the storage, handling, possession, or other act or omission of the purchaser (including without limitation the cancellation of any order) in respect of any products supplied

(b) may be brought by a third party arising out of or in connection with any products supplied by GMS to the purchaser.

12. RESALES (a) Products purchased may only be resold without alteration of their state, condition, get-up or packaging or alteration or obliteration of any of the trade marks, numbers, codes or other written matter used on or in relation to the products or their packaging, and may only be resold or used-
(i) before any expiry date specified on or in relation to the products; and
(ii) if, at all times after leaving GMS's premises their original sealed packaging (if any) has remained intact.

(b) Any recommended or suggested price for the resale of the products is a recommended price only and there is no obligation to comply with the recommendation.

13. WAIVER Failure by GMS to enforce any of the Contract Terms shall not be construed as a waiver of any of GMS's rights here under or a waiver of continuing breach.
GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws in force in Victoria and the purchaser submits to the jurisdiction of the courts of that State.