CODA FURNITURE HOLDINGS PTY LTD TERMS AND CONDITIONS
a) These terms and conditions are effective from the date of acceptance by the Customer.
b) These terms and conditions shall without further notice apply to all transactions between CodaCare and the Customer in relation to sale and purchase of goods.
c) Subject to any Prescribed Terms, these terms and conditions apply to all sales affected by CodaCare to the exclusion of any terms and conditions contained in any communication from the Customer. Any variation or waiver of these terms and conditions must be expressly amended in writing by CodaCare.
d) For the avoidance of doubt, none of the terms and conditions contained in any document or other instrument supplied by or on behalf of the Customer shall apply to form part of the Agreement except and to the extent otherwise agreed in writing by CodaCare.
2. Acceptance of Customers Orders
An Agreement shall only be or be deemed to be have been entered into between CodaCare and the Customer for the supply of goods when, upon an order having been placed upon CodaCare for goods, that order has been accepted by CodaCare. Such acceptances of order may be made and communicated by CodaCare in writing or by an overt act of acceptance. The provision of this Clause shall apply to every quotation or offer by CodaCare for the supply of goods.
CodaCare reserves the right to discontinue, replace or change a product or replacement parts without prior notice.
a) Quotations are to be treated as estimates only and subject to withdrawal, correction or alteration at any time before the acceptance of Customer’s order by CodaCare.
b) Quotations are provided based on the information the Customer provides and may vary if quantity, materials or delivery date is varied.
c) Minimum orders may apply to certain products.
5. Price of Goods
All CodaCare prices are subject to change without prior notice. CodaCare reserve the right to change, amend or update any prices as necessary. CodaCare shall not be liable any loss of profits or contracts suffered by the Customer.
6. Goods and Services Tax
a) Goods and Services tax will be applicable to all sales and purchases as provided for in Australian taxation legislation and regulations.
b) All prices are quoted in Australian dollars.
Customer is responsible to effect whatever insurance cover he requires at his expense including public liability insurances.
a) First time customers are must pay their first order on cash on delivery basis.
b) For pre-approved, payment must be made in accordance with the payment terms and date set forth on CodaCare’s invoice.
c) Payment shall be made within thirty (30) days from the end of the month from which the invoice is dated. If the Customer fails to pay on the due date, account keeping fees will be applied.
d) CodaCare reserves the right to request deposit with orders a pre-approved amount. Deposits maybe necessary to secure orders and work on the order shall not commence until the deposit is received.
e) Time for payment of the price of goods or deposit shall be of the essence of the Agreement and if the Customer fails to pay the purchase price or deposit when due, CodaCare may treat the Agreement as repudiated or may suspend delivery of goods subject of the Agreement and any goods the subject of any other Agreement with the Customer without incurring the liability whatsoever to the Customer in respect thereof.
f) The Customer acknowledges, and shall not be entitled to withhold payment for any of the following reasons: the making of an insurance claim by the Customer, the making of a warranty claim by the Customer or where the order was made on behalf of a third party and there is a delay of payment.
g) CodaCare, at its option, may forward any amount not recovered from the Customer by the due date payable under the Agreement to a recovery service. In such case, the Customer will be liable to indemnify CodaCare for all expenses incurred in recovering any amounts which the Customer fails to pay by the payment due date (including any commission payable to any commercial or mercantile agents and legal costs).
a) The Customer shall inspect the Goods upon delivery and will within twenty-four (24) hours, notify CodaCare in writing of any defects, short deliveries or any failure to fulfil any quotation or order.
b) The Customer will, within a reasonable time following delivery, grant CodaCare access to the Goods in order to inspect for any alleged defects.
c) Failure to notify CodaCare of within the specified period shall deem the Goods to be in compliance with the order and free from defect whatsoever.
10. Returns and Refunds
a) CodaCare goods come with guarantees that cannot be excluded under the Australian Consumer Law. The Customer is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. Customers are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major fault. For further terms and conditions please see warranties statement.
b) Returns and refunds are not available where the Customer has changed their mind, made a wrong selection or found the goods elsewhere.
c) Goods that customised or modified to suit the specific needs of the customer or user may not be returned.
d) CodaCare reserves the right to apply a restocking fee of 10%.
11. Capacity to Trade
By agreeing to these terms and conditions, the Customer give personal guarantee that they are capable of trade must operate a legitimate business and be registered in Australia providing a valid ABN and have public liability insurance.
12. Credit Account Management
The Customer is responsible for updating their personal or business details including their addresses and where applicable details of their place of business.
13. Retention of Title
a) All goods supplied will remain the property of CodaCare and shall not pass to the Customer until full invoice payment together with collection, repossession and/or legal costs have been received by CodaCare.
b) CodaCare reserves the right to take possession of the goods if payment cannot be made and in the event the Customer has on-sold the goods prior to final payment, the Customer must remunerate CodaCare equal to the purchase price in place of the goods.
a) Notwithstanding the ‘Retention of Title’ provisions as per Clause 11 hereof, the risk in Goods sold shall pass to the Customer immediately at the point of delivery to the Customer, or it agent or a carrier nominated by the Customer.
b) If any of the Goods are damaged or destroyed prior to the title passing to the Customer, CodaCare is entitled, without affecting any other rights and remedies under this agreement, to any insurance proceeds payable for the goods.
a) Orders that have been accepted can only be cancelled with the agreement of CodaCare with or without conditions.
b) Cancellations may incur reasonable liability for costs incurred by CodaCare up to the time of the cancellation not including, but not limited to, any re-stocking fees incurred by CodaCare.
a) CodaCare will deliver to all States and Territories within mainland Australia and Tasmania using its standard transport road carrier or contracted courier express freight company and will charge a delivery/freight charge per order.
b) The Customer acknowledges that the delivery rates are not fixed for any period of time and may rise from time to time in accordance with industry customs, external influences or according to the rate schedule of independent courier and freight transport contractors.
c) Anytime or date named and accepted by Coda for completion, delivery, dispatch, shipment or arrival of the goods or for tender of any documents is an estimate and does not constitute a condition of the Agreement and is not an essence of the Agreement.
d) Delivery is subject at all times to factors outside our control, holidays, fire, strikes, lockouts, other contingencies and in all cases subject to confirmation or alteration of and when offered, order is accepted by Coda. Coda accepts no responsibility for any loss or damage resulting from any delay however caused.
e) CodaCare may charge for frustrated delivery to cover CodaCare’s costs and expenses thereof.
f) CodaCare reserves the right to deliver the goods by instalments or partial shipments which will be separately invoiced. Requirement of Customer shall not be a condition or of the essence of the contract.
g) The Customer is liable for all chargers arising from failed delivery or re-delivery and expenses associated with delays in loading or unloading, labour to load or unload a vehicle (with same being the responsibility of the Customer).
h) The Customer must advise CodaCare of loading and unloading facilitates such as availability of forklifts, labourers, loading areas and truck access.
a) CodaCare warrants that the goods when delivered to the Customer will comply with any description for the goods contained in the relevant purchase order acknowledgement (if any) and with the standard specification for the Goods.
b) CodaCare warrants that the goods supplied shall be of merchantable quality, free from faults arising from defects in workmanship or materials.
c) The warranty period commences on the day of actual delivery to the primary purchaser as reflected on CodaCare warranty registration number on the product and the authorised reseller or distributors invoice.
d) The warranty is valid and upon presentation of the proof of purchase consisting of original invoice or sales slip indicating the date of purchase, dealer’s name, model and serial no. of the product. Removal and or Defacing of Serial/Part number sticker on CodaCare product will void all warranties on that product. All products ship from CodaCare with a serial sticker.
e) Warranty is applicable only for the normal service life expectancy of the product not to exceed; For overbed tables frame a thirty-six (36) months framework and gas mechanism warranty, twelve (12) months tabletop warranty and a twelve (12) months plastic parts warranty.
CodaCare Australian made Furniture is backed with twenty -four (24) months framework warranty, twelve (12) months hardware and castor warranty. CodaCare imported Furniture is backed with twelve (12) months warranty. EVO Australia Hight Pressure Laminate is backed with Seven (7) year warranty.
The warranty period commences on the day of actual delivery to the primary purchaser as reflected on CodaCare warranty registration number on your product and your authorised reseller or distributors invoice provided to you.
f) CodaCare’s liability under this warranty is to repair or replace (at its discretion) any part or product covered by this warranty free of charge. This warranty does not cover normal wear and tear, damage arising from abnormal use, or abuse, products which have not been maintained, or which have been modified, any indirect or consequential loss.
g) This warranty does not cover CodaCare products sold at auction or second hand sale.
18. Intellectual Property
a) The customer warrants to CodaCare that all documents provided by the Customer are accurate and that CodaCare is entitled to use all such documents for the purposes of the Agreement that such use does not infringe any third parties rights.
b) The customer indemnifies CodaCare against all claims and all losses and damages incurred by CodaCare as a result of documents, representations or statements made by the Customer to CodaCare for the purposes of or in the course of supply of the Goods breaching a third parties intellectual property rights.
c) If the customer receives confidential information from CodaCare, the customer may not use or disclose such information unless it receives the prior written consent from CodaCare, such information enters the public domain (other than as a result of a breach of this paragraph) or the use or disclosure is required by law.
These terms and conditions shall be construed in accordance with the laws of the State of Victoria and where applicable the Commonwealth of Australia and any Customer of CodaCare submit to the non-exclusive right to the jurisdiction of the courts of Victoria. If any of the Terms are invalid, unenforceable or illegal, those terms will be struck out and the remaining terms will remain in force.
20. Force Majeure
CodaCare is not liable for failure to function as a manufacturer, supplier or perform the Agreement to the extent and for so long as its performance is prevented and delayed because of circumstances outside CodaCare’s control, failure or errors occurring by CodaCare’s machinery or failure by a third party or supplier to CodaCare.
21. Health and Safety
It is the Customers responsibilities ensure that all applicable health and safety regulations are observed and other appropriate steps are taken in relation to storage, handling and the use of goods and, where information is supplied to the Customer on potential hazards relating to the goods, to bring such information to the attention of its employees, agents, sub-contractors, visitors and Customers.
22. Exclusions Liability
To the extent permitted by law, CodaCare will have no liability to our purchasers or consumers, however rising and under any cause of action in theory or liability, in respect to special, indirect or consequential damages, loss of profits (weather direct or indirect), goodwill, use, data or other intangible losses resulting from the use of or inability to use goods and service or loss of business opportunity out of or in connection with the supply of goods and services or connection with CodaCare site.
24. Change of terms
CodaCare may be required to change their terms and conditions to reflect our changing business, or required by law, for security reasons or for technical infrastructure reasons. When a change has been made to the terms (including any policy incorporated into these terms) we will post the changes on our website at www.codacare.com.au.
25. Waiver and Severability
a) If CodaCare fails to enforce any terms breached by you or fails to exercise its rights under these terms and conditions at any time, CodaCare has not waived those rights with respect to that particular breach, subsequent or similar breaches.
b) If a provision of these terms and conditions or any of its policies is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
You agree to indemnify and hold harmless CodaCare, and its subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, made by any third party due to or arising directly or indirectly out of your conduct or in connection with your use of the products, any alleged contravention of these terms and conditions, any alleged contravention of any applicable law or regulation or the rights of a third party.
In these terms and conditions the following expressions have the meaning.
“Codacare” means Coda Furniture Holdings Pty Ltd (A.C.N. 006 144 494) trading as CodaCare.
“We/us” means Coda Furniture Holdings Pty Ltd (A.C.N. 006 144 494) trading as CodaCare.
“Goods” means any item of whatsoever nature which is purchased or sold or to be purchased or sold by the user.
“Prescribed Terms” means any terms, conditions, guarantees and warranties which Australian Consumer Law and any other law expressly provides may not be in respect of the Agreement or be excluded, restricted or modified only to a limited extent.
“Purchaser” means the person or corporation who agrees to pay the purchase price for goods advertised or sold by CodaCare.
“Agreement” means the agreement or contract between CodaCare and the Customer to purchase goods from CodaCare;