1. CUSTOMER’S STATUTORY RIGHTS
These Conditions do not exclude, restrict or modify:
a. the application of any provision of the Australian Consumer Law (ACL);
b. the exercise of any right or remedy conferred by the ACL;
c. or the liability of D&D for a failure to comply with the ACL,
where to do so would:
d. contravene that statute;
e. or cause any part of these Conditions to be void.
2. INTERPRETATION
Except to the extent such interpretation is excluded by or repugnant to the context, “D&D” means D&D Technologies Pty Ltd.
“Australian Consumer Law” or “ACL” means Schedule 2 of the Competition and Consumer Act (whether applied as a law of the Commonwealth or any State or Territory of Australia) or other equivalent State or Territory legislation, as amended, consolidated or replaced from time to time;
“bankrupt” means and includes the situation where execution has been levied upon the whole or any part of the assets of the Customer and, in respect of a Customer who is an individual, the situation where the Customer has committed an act of bankruptcy or is or becomes bankrupt, or subject to any deed of assignment, arrangement, or composition with his creditors in accordance with the bankruptcy laws, and in respect of a Customer who is a corporation, the situation where the Customer is wound up or is the subject of the presentation of a petition or the making of an order or the passing of a resolution for its winding up, or is placed under official management, or causes a meeting of its creditors to be summoned for the purpose of placing it under official management, or has a receiver or receiver and manager appointed in respect of all or any part of it assets or has an inspector appointed in respect to all or any part of it’s affairs or is subject to an application for any such appointment, or has a compromise or arrangement proposed between itself and it’s creditors or any class of them;
“Conditions” means these Terms and Conditions of Sale and any further or other conditions of sale amending or adding to the Conditions;
“Consumer” has the meaning given to it in the Australian Consumer Law;
“Consumer Guarantees” means the guarantees applicable under Division 1, Part 3-2 of the Australian Consumer Law; “Customer” means the Customer referred to on the front of this document;
“Goods” means the goods described on the front of this document;
“Competition and Consumer Act” or “CCA” means the Competition and Consumer Act 2010 (Cth) as amended from time to time, including the Australian Consumer Law.
3. ENTIRE CONTRACT
Unless there are other or different terms and conditions set out in another document signed by a duly authorised representative of D&D, this document, including these Conditions, constitutes the entire contract between D&D and the Customer and, without limiting this:
a. any terms and conditions set out in any order or other document submitted by or on behalf of the Customer shall be inapplicable, unless any particular part of those terms and conditions or other modification or addition to these Conditions is expressly agreed to in writing by D&D;
b. the provisions of the United Nations Convention on Contracts for the International Sale of Goods adopted at Vienna, Austria on 10 April 1980 shall, unless otherwise agreed by D&D in writing, be inapplicable; and
subject to Condition 1, all representations made by or on behalf of D&D and all conditions, warranties and terms expressed or implied by general law, statute or custom are expressly excluded.
4. ADVICE
Subject to Condition 1, the Customer agrees that it has not relied on any inducement, advice or statement made by or on behalf of D&D in purchasing the Goods and any advice, recommendation, information, assistance or service provided by D&D in relation to the application or use of the Goods is given in good faith and is believed by D&D to be appropriate, but is given without any liability or responsibility on D&D’s part.
5. PRICES
Notwithstanding any prior quotations or acknowledgement of price, the prices specified for the Goods may, at D&D’s option, be subject to alteration in accordance with D&D’s prices and charges in effect at the time of delivery.
6. TAX
The Customer shall pay any applicable goods an services tax, sales tax an other taxes payable on the Goods or in respect of the supply of the Goods.
7. TERMS OF PAYMENT
The terms of payment are net cash, thirty (30) days (that is thirty (30) days from the end of the month in which invoiced) unless otherwise provided on the invoice or agreed in writing by D&D.
8. SPECIFICATION
Unless otherwise stated on the invoice or agreed in writing by D&D, the Goods are supplied subject to the specification of tolerances of weight, quantity, size, dimensions, finishes, chemical composition and physical properties as listed in D&D’s published Product Data ruling as at the date hereof (and/or in ay drawings issued by D&D on or before the date hereof in relation to the Goods), or, if not so specified, subject to tolerances normally regarded as being commercially acceptable.
9. DELAYS
The date of delivery (if any) shown on the front on any document is the estimated date for delivery only and D&D shall be under no liability for any loss or damage howsoever arising if the Goods are not delivered by that date. Where D&D is unable to deliver the Goods by the estimated date for delivery, because of accidents to machinery, differences with workman, strikes, lock-outs, breakdowns, labour shortage, fires, floods, priorities required or requested by any Government or agencies thereof, delays in transportation, lack of transportation facilities or restrictions imposed by any laws of any cause beyond the control of D&D, the estimated date for delivery shall be extended until the cessation of the effect of such matter or matters.
10. DELIVERY BY INSTALMENTS
D&D reserves the right to deliver the Goods in whole or by instalments, as well as to deliver the Goods prior to the date for delivery (if any) shown on the invoice. Where the Goods are to be delivered by instalments, each instalment shall be deemed to be sold under a separate contract. Any failure on the part of D&D to deliver within the time stated shall not entitle the Customer to repudiate the contract with regard to the balance of the instalments remaining undelivered.
11. RISK
Unless otherwise agreed in writing, the risk in the Goods shall pass to the Customer upon, (a) delivery to the Customer or its agent, (b) delivery to a destination nominated by the Customer, or (c) delivery to a carrier commissioned by the Customer.
12. PROPERTY
a. Property in the Goods shall remain with D&D an D&D reserves the right to dispose of the Goods until such time as:
i. full payment is made for all amounts owing by the Customer to D&D under these Conditions; or
ii. the Customer sells the Goods (whether in their original form, or altered, or as a part of other products) to its customer’s in the ordinary course of business.
b. If the Customer fails to pay all or any part of the Customer’s total indebtedness to D&D under these Conditions, or an event of default as specified in Condition 13 occurs, D&D may without notice an without prejudice to any of its other rights an remedies, recover and/or resell the Goods or any of them and may enter upon the Customer’s premises by its servants or agents for that purpose.
c. Until payment in full for all amounts owing by the Customer to D&D under these Conditions:
i. the Customer shall store the Goods in a way that clearly manifests D&D’s title;
ii. the Customer shall hold the Goods as bailee and is a fiduciary for D&D; and
iii. in the event of sale of the Goods (whether in their original form, or altered, or as a part of other products), the Customer in its position as fiduciary shall:
A. assign to the benefit of D&D any claim against a customer of the Customer; and
B. account to D&D for the proceeds of sale.
13. DEFAULT
Should the Customer default in paying any sum due under this or any other contract between D& D and the Customer, as and when it becomes due, or should the Customer be or become bankrupt:
a. D&D may (without having to give notice thereof to the Customer) suspend all further deliveries until the default has been made good or cancel this or any further contract with regard to future deliveries;
b. D&D may refuse, change or withdraw extensions of credit at any time, and may demand the immediate cash payment of all moneys owing under this or any such other contract; and/or
c. the Customer shall, on demand by D&D, pay to D&D a default interest charge at the rate equivalent to the prime rate of an overdraft of $100,000 and over for the time being applied by the State Bank of New South Wales, plus 2% calculated on a daily basis, on any moneys due but unpaid. Such interest can be computed from the due date for payment, without prejudice to any other right or remedy of D&D under or in respect of these conditions or such event.
14. WARRANTY
a. D&D warrants that:
i. upon payment in full it shall give good title to the Goods;
ii. the Goods delivered pursuant to the contract shall conform to the description shown on the invoice an in D&D’s published Product Data ruling at the date hereof, subject to the tolerances referred to in Condition 8; and
iii. |subject to paragraph b) of this Condition, the Goods shall be free from defects due to faulty design, materials or workmanship.
b.
i. In the event that (whether before, at the same time as or after the time of the invoice or the delivery of the Goods) D&D issues to the Customer, or a third party at the request of the Customer, an express written warranty in respect of the Goods (Warranty), these Conditions shall be read and construed subject to the terms and conditions of the Warranty. In the event of an inconsistency between these two documents, the terms an conditions of the Warranty shall prevail.
ii. As to surface coatings (if any) of the Goods, D&D warrants that at the time of delivery of the Goods, the properties of such coatings conform with the specification of such coatings as listed in D&D’s published Product Data ruling as at the date hereof. No other representation, condition or warranty is given in respect of surface coatings.
15. RETURNS BY CUSTOMER
a. Subject to Condition 1, if the Customer alleges, an D&D agrees, that any of the Goods are not of acceptable quality (as defined in the Competition an Consumer Act), or do not correspond with the description in the invoice, those Goods must be made available for inspection an assessment by a representative of D&D, and subject to the outcome of this inspection an assessment must to be returned to D&D in the same order an condition as that in which they were delivered. In this event, D&D shall at its option, either (a) replace the Goods or supply equivalent Goods, or (b) reimburse the Customer for the amount of the purchase price paid for the Goods, or (c) repair the Goods. Where the Goods do not correspond with the description in the invoice, a claim must be made within 7 days from the date of delivery of those Goods.
b. D&D’s liability is excluded for all other loss or damage of any kind whatsoever (including any direct, indirect or consequential loss or damage, loss of profit or loss of opportunity) suffered by the Customer in connection with the Goods, or the supply, delay in supplying or failure to supply the Goods or associated goods or services, including any negligence, misrepresentation, or other default by D&D or its officers, employees, contractors or agents.
16. INDEMNIFICATION
a. Subject to Condition 1 and to the extent permitted by law, D&D’s liability to indemnify the Customer:
i. for failure to comply with any of the Consumer Guarantees in respect of the supply of the Goods not of a kind ordinarily acquired for personal, domestic or household use or consumption; and
ii. for loss or damage suffered by the Customer as a result of any breach of these Conditions by D&D; is limited, at D&D’s option, to an amount equal to the cost of (a) replacing the Goods (b) obtaining equivalent goods, or (c) having the Goods repaired, whichever is the lowest amount.
b. D&D’s liability to indemnify the Customer is excluded for all other loss of damage of any kind whatsoever (included any direct, indirect or consequential loss or damage, loss of profit or loss of opportunity) suffered by the Customer in connection with the Goods, or the supply, delay in supplying or failure to supply the Goods or associated goods or services, including any negligence, misrepresentation, or other default by D&D or its officers, employees, contractors or agents.
17. INDEMNITY AND WARRANTY BY THE CUSTOMER
The Customer shall indemnify D&D and keep D&D indemnified from an against any loss, liability, claim suit and costs (including legal costs) caused by, arising out of or relating to:
a. The design of the Goods or the design of the packages or containers relating to the Goods if the Goods, packages or containers are made in accordance with the Customer’s design or specification; or
b. Any negligence, misrepresentation, default or breach of the Competition and Consumer Act on the part of the Customer in relation to the Goods.
18. ORDER VARIATIONS
a. Alterations to orders relating the size, dimensions or physical properties of the Goods will not be accepted where orders have either been completed or are in production.
b. Where the Customer cancels all or part of an order prior to commencement of the production of the Goods, the Customer shall pay to D&D, as liquidated damages, an amount equal to 5% of the total price of the cancelled goods. Where the Customer cancels all or part of the order after the commencement of the production of the Goods, the order is cancelled, less the current scrape value thereof as determined by D&D.
c. Where the Customer requests a deferment of delivery of the Goods and such deferment is agreed by D&D, delivery shall be deemed to be the agreed deferment date for the purposes of Condition 9. If a deferment date is agreed, the Customer shall pay a warehousing fee as nominated by D&D from the originally nominated delivery date until the actual date of delivery.
19. WAIVER
The failure by D&D to enforce any of these Conditions or to take action in respect of any breach shall not be a waiver of any of these Conditions, even if such failure or breach is continuing an habitual or repeated from time to time, and no estoppel may be pleaded against D&D either at law or in equity in any circumstances whatsoever.
20. TRADE COMPLIANCE REQUIREMENTS
The Trade Compliance Requirements set out here https://www.assaabloy.com/au/en/legal/trade-compliance-requirements are incorporated into these Conditions and by entering into these Conditions, they are acknowledged as read and understood by both parties.
21. JURISDICTION AND GOVERNING LAW
The customer submits to the non-exclusive jurisdiction of the Courts in New South Wales and these conditions shall be governed by and construed in accordance with the laws applicable in New South Wales.
SA-WI33_rev1 Revision Date: 01/05/2026