Terms & Conditions

Australian Steel and Wire Pty Ltd ABN 31 124 735 039 trading as Australian Steel and Wire.

GENERAL

All Goods are supplied, and Works provided, to Purchasers on these Terms and Conditions. No person employed or acting otherwise as agent of ASW or purporting to do so has authority to accept orders and supply Goods or provide Works on any other terms and conditions or to vary these Terms and Conditions in any way whatsoever unless the person has been authorized to do so by ASW.

The Contract shall be upon these Terms and Conditions and these shall operate to the exclusion of any terms and conditions to the contrary effect expressed in any other documentation and shall supersede all prior Agreements.

The continued operation of these Terms and Conditions shall not be affected by any repudiation of any Contract or transaction relating to the Goods and/or Works between ASW and the Purchaser.
1. DEFINITIONS&TERMS  APPLICABLE TO CREDIT APPLICATION
1.1In these Terms and Conditions:
a) ASW means Australian Steel and Wire Pty Limited ABN 31124735039;
b) Contract means the contract created in accordance withclause 4.1 – 4.3;
c) Delivery Offer means the delivery offer, which sets out the terms and conditions on which ASW delivers Goods, and which is available on request from ASW.
d) Financing Statement has the same meaning as it is given in section 10 of the Personal Property Securities Act 2009;
e) Goods means goods, products and materials (and any related Works) supplied by ASW under the Contract;
f) Purchaser means the person, firm or company that agrees to purchase the Goods or Works;
g) Security Interest has the same meaning as it is given in section 12 of the Personal Property Securities Act 2009;
h) Quotation means a quote for Goods and/or Works issued to the Purchaser by ASW;
i) Terms and Conditions means ASW’s Terms and Conditions as set out herein;
j) Verification statement has the same meaning as it is given in section 155 of the Personal Property Securities Act 200;
k) Working Documents means architectural drawings, structural drawings, construction drawings, specifications and reinforcement schedules or other   documents together with any variation or site instruction;
l) Works means any labour performed and/or services provided by ASW under the Contract (whether or not a fee is charged for such labour and/or services), including but not limited to estimating, scheduling, re-scheduling, detailing, re-detailing, design, re-design, prefabrication, project                  management, steel fixing and administrative services; and
m) Writing means hard copy, signed by a person authorized in writing, or electronic, transmitted by a person authorized in writing.

1.2 CREDIT APPLICATION
These Terms and Conditions will apply to any credit application made by the Purchaser. In the event the Purchaser submits a Credit Application, these Credit Application terms will apply in addition to the terms in the remainder of this document.

a) WARRANTY
i. The Purchaser hereby warrants that the information comprised in the First Schedule (application for Commercial Credit) is true, accurate and correct and is supplied for the purpose of obtaining credit.

ii. The Purchaser warrants that the persons appearing on this application are duly authorised by the Purchaser to apply for credit on his/her behalf.

b) QUANTITIES – Steel Reinforcing.
i. (i)The steel mass supplied will generally be within the tolerances permitted by Australian Standards AS1302, AS1303, AS1304, AS4671, AS3600, AS2870, and AS1100.
ii. With respect to the length, calculations shall be made in accordance with AS1100 part 501.
iii. When calculating the mass of the steel reinforcing, the Supplier will make calculations on a per metre basis in accordance with AS1302 and AS4671. The Supplier will add a margin of 2.5% onto the calculated mass to cover rolling variations and other costs.

c)  NOTICE
i. The Purchaser agrees that it is not entitled to any credit facilities until it receives written notice (‘the notice”) from the Supplier stating that credit facilities have been given and specifying the Terms and Conditions upon which credit facilities are given.

d)  WAIVER
i. The Parties agree that in the event of the Supplier, prior to approving credit, grants to the Purchaser time to pay for goods supplied then such supply shall not amount to a waiver by the Supplier of any of the terms of this agreement nor be construed or be taken either directly or by implication as a granting by the Supplier of credit facilities to the Purchaser and no credit facilities shall be granted unless so stated in the notice.

i.  STATEMENT AS TO AMOUNT OWED:
ii. A statement in writing made up from the books of the Supplier, setting out the amount due or owed by the Purchaser to the Supplier at the date mentioned in the statement will be prima facie evidence that such amount is due or owing by each and every one of the Applicants and of all other matters set forth in thestatement.

e)  CREDIT TERMS
In the event of the supplier granting credit facilities to the Purchaser then the following terms shall apply:
(i) All accounts are to be settled in full within 30 days of the date of the Suppliers statement unless specified otherwise
(ii) That should the Purchaser default in the payment of any statement on due date then all moneys due to the Supplier shall immediately become due and payable and shall be paid by the applicant within five (5) days of the date of demand and the Supplier shall be entitled to charge interest on all overdue accounts from thedate of due payment at the rate which equates to the overdraft interest rate charged to the supplier by its bank from time to time.
(iii)Any expenses, costs or disbursements incurred by the Supplier in recovering any outstanding money’s including debt collection agency fees and solicitor’s costs shall be paid by the applicant and incase of payments to the Supplier’s solicitors on an indemnity basis.
(Iv) The Supplier shall be entitled without notice to terminate any credit arrangements with the applicant in the event of the Applicant defaulting in any of the Terms & Conditions herein contained
(v) The Supplier shall be entitled at any stage during the continuance of this agreement to request such security or additional security as the supplier shall in its discretion think fit and shall be entitled to withhold supply of any goods or credit arrangements until such security or additional security shall be obtained.

f) PRIVACY ACT
1. I/We hereby authorise and unconditionally grant my/our consent to ASW obtaining from a credit reporting agency or other person or company information and/or reports concerning me/us from time to time during the life of our credit account so as to assist in deciding whether to grant credit or to continue to grant credit to me/us for collecting overdue payments in respect of commercial credit applied for or extended to us.

2. QUOTATIONS AND PRICING
2.1 ASW may at anytime and at its absolute discretion accept or reject in whole or in part any request from the Purchaser for a Quotation and any Quotations given do not involve any obligations by ASW.
2.2 Quotations shall lapse without notice after 30 days from their date of issue by ASW,unless ASW specifies otherwise in writing. Any Quotation may be withdrawn earlier by notice from ASW at its absolute discretion.
2.3 ASW reserves the right to withdraw, change or re-issue a Quotation if supply of the quoted Goods and/or Works does not start within 30 days after the date of the Quotation.
2.4 ASW reserves the right to change the pricing in the Contract for the whole or any part of the Contract if:
a) Supply of the quoted Goods and/or Works does not start within 30 days after the date of the written order acknowledgement;
b) Supply under the Contract is stopped or suspended for more than 30 days;
c) Supply under the Contract is changed in any way before, during or after commencement of supply, including but not limited to re-design of the project, the start date of supply, the completion date of supply and the agreed rate of supply of the Goods and/or Works; or
d) Supply under the Contract has not been completed within twelve months of the date of the Quotation.
2.5 Where the Quotation has been based on critical dimensions supplied by the Purchaser, once on site, any variation to those dimensions will mean a hold point and ASW will have the right to exercise the following:
a) estimate the difference and process as a variation; or
b) re-estimate the total project price and work method for formal acceptance by the Purchaser prior to restarting the supply of Goods and/or Works.
2.6 The price quoted is subject to the Purchaser ordering the whole quantity of the Goods and Works described in the Quotation. If the Purchaser orders less than the whole quantity of Goods and Works specified in the Quotation, then ASW reserves the right to revise the pricing for such Goods and/or Works.
2.7 Unless otherwise agreed in writing, the price charged for the Goods and Works is the price applying at the date of dispatch. Any Price indications or price lists are subject to alteration in accordance with these Terms and Conditions.

3. ESCALATION AND PRICE VARIATION
3.1ASW reserves the right to increase or decrease the Contract price of Goods and/or Works during the term of the Contract where it incurs an increase or decrease in its costs (including any transactional or other taxes) of supplying the Goods and/or Works.

4. THE CONTRACT
4.1 An order or offer to purchase Goods and/or Works can be made by the Purchaser in writing or verbally.
4.2 An order or offer made by the Purchaser does not constitute a binding contract until ASW has accepted such order or offer in accordance with these Terms and Conditions.
4.3 An order or offer made by a Purchaser is accepted by ASW only if ASW:
a)  Formally Accepts the order by written acknowledgement; or
b) Delivers the ordered Goods and/or Works described in the order or offer, whichever occurs first.
4.4 ASW may at any time and at its absolute discretion accept or reject part or all of any order or offer made by the Purchaser.
4.5 The Purchaser is not entitled to cancel or change part or all of any order or offer accepted by ASW, unless ASW consents in  writing.
4.6 The Contract, when created, is wholly documented by (in descending order of precedence):
a)  Any specific terms agreed by the parties in accordance with clause 6;
b) The Quotation (if applicable);
c) These Terms and Conditions;
d) The relevant Working Documents;
e) The applicable Delivery Offer;
f) The credit terms applying to the Purchaser (if applicable).
4.7 Previous dealings between ASW and the Purchaser have no effect on the Contract.
4.8 Trade custom and/or trade usage is superseded by the Contract and is not applicable in interpretation of the Contract.

5. QUANTITIES
5.1 Generally, the steel mass of steel reinforcing Goods supplied will be within the tolerances permitted by Australian Standards AS/NZS4671, AS3600, AS5100,AS2870, AS2327 and AS/NZS1100.
5.2 When calculating the mass of the steel reinforcing Goods, ASW will make calculations on per metre basis in accordance with AS/NZS4671.ASW will add a margin of 2.5% onto the calculated nominal mass to cover rolling variations and other costs.
5.3 Calculations with respect to the length of steel reinforcing will be made in accordance with AS/NZS1100 Part 501.
5.4  Unless the Quotation states that the price is a lump sum, the price in the Quotation is based on estimated quantities of Goods and Works as applicable and, unless the price is a lump sum, the Purchaser is liable to pay for the actual quantity of Goods and the quantum of the works necessary for ASWto perform its obligations. Other than with a lump sum price, any adjustment in the actual price compared to the quoted price will reflect the increase ordecrease of the Goods and/or Works actually supplied or provided.

6. Variation by Customer & Extras
6.1  Any variation to the Agreement must be in writing and signed by both parties. ASWreserves the right to revise and amend the price of the works if there are any such variations.

6.2  Any variations made after the signing of the Agreement will incur an administration feeof $200.00to be charged by ASWin addition to the costs of the variation separately charged.

6.3  Where any variation to the Agreement is necessary:

(a)  to comply  with any written direction lawfully given by a person acting under a written law; or

(b) by virtue of circumstances that could not reasonably have been foreseen by ASWat the time when the Agreement was entered into,then ASWshall be entitled to payment for such a variation provided that before carrying out the work relating to the variation, ASW gives to the Customer a statement setting out the reason for, and the cost to be incurred on account of the variation, together with a copy of any written direction referred to in clause 6.1.

7.  NO WARRANTY
7.1 ASW makes no express warranties to the Purchaser, except those expressly set out in these Conditions.
7.2 ASW warrants the quality of Goods of its own manufacture for a period of 90 days so long as:
a) defects have arisen solely from faulty materials or workmanship;
b) the Goods have not received maltreatment, inattention or interference; and
c) accessories of any kind used by the Purchaser are manufactured by or approved by ASW; and
d) any defects to Goods are reported to ASW in accordance with this clause.
7.3 Unless otherwise agreed in writing by the parties and provided that Purchaser reports the defect in writing within 48 hours of the defect becoming apparent to the Purchaser, this warranty is restricted to any one of the following, at ASW’s determination:
a) In the case of any goods supplied by ASW Pursuant to the Contract:
i. The replacement of the relevant Goods or supply of equivalent Goods; or
ii. The repair of the Goods; or
iii. After prior agreement between ASW and the Purchaser, payment of the cost of replacing or repairing or having the Goods replaced or  Repaired; or
iv. Reimbursement of some or all amounts paid by the Purchaser in respect of the Goods.
b) In the case of any Works supplied by ASW pursuant to the Contract:
i. the provision of the Works again; or
ii. Payment of the cost of having the relevant Works provided again; or
iii. Reimbursement of some or all amounts paid by the Purchaser in respect of the Works.
7.4 Duration of life after installation is not covered by any guarantee or warranty.
7.5 ASW will not be liable in any circumstances for any loss or damage whatsoever allegedly incurred and including the following:
a) Conditions, warranties and terms implied by the statute or general law or custom except any implied condition or warranty the exclusion of which would contravene any statute or cause this clause to be void (“Non-Excludable Condition”);
b) Alleged liability to the Purchaser in contract for consequential or indirect damages arising out of or in connection with these Conditions even if ASW knew they were possible or they were otherwise unforeseeable, including, without limitation, lost profits and damages suffered as a result of claims by a third party;
c) Claims by the Purchaser in negligence for acts or omissions of ASW or its employees, Agents, or contractors arising out of or in connection with these conditions; and
d) In contract, tort, warranty, strict liability, or any other legal theory for any indirect, consequential, incidental, punitive or exemplary damages, or for any claim for loss of profits.
7.6 ASW is not liable for the design, lifting and/or positioning of any pre-fabricated elements at the Purchaser’s site, including but not limited to manually tied and/or welded components.
7.7 Subject to clause 7.2 and Part 3-5 of the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth) ASW is not liable to the Purchaser for any loss or damage, whether Direct, indirect, liquidated, special or consequential and including loss or damage arising as a result of death or personal injury, however caused (including negligent or reckless conduct or omission) which the purchaser or any other person may suffer or incur and which may, without limiting the generality of the foregoing, arise directly or indirectly in respect of the Goods and/or Works or in respect of any failure or omission by ASW or any of its officers,  agents or employees to comply with the Contract or any obligation imposed by law.
7.8 Goods which are not manufactured by ASW are subject solely to the warranties (if any) specified by the manufacturers or the third party  suppliers to ASW, and the Purchaser acknowledges that, to the extent permitted by law, ASW gives no warranties beyond such  manufacturers’ or suppliers’ warranties.
7.9 The Purchaser acknowledges that ASW makes no representations or warranties as to the fitness or suitability for any purpose of any of the Goods or Works described in the Quotation or Contract.
7.10 This clause 7 survives the termination or natural expiration of the Contract.

8. INVOICING AND PAYMENT
8.1 Where the Purchaser has an established and approved commercial credit account with ASW, the Purchaser must comply with the terms and conditions of that commercial credit account. ASW reserves the right to charge an administration fee as determined from time to time, to cover credit card merchant fees and ASW’s associated overhead charges.
8.2   If the Purchaser has a commercial credit account with ASW, unless otherwise agreed in writing:
a) ASW may issue invoices for Goods and Works either:
i.  On dispatch of such Goods and/or Works; or
ii. When such Goods and/or Works are delivered; or
iii. When such Goods and/or Works are deemed delivered in accordance with clause 12; and
b) The Purchaser must pay all invoices in full and without set off by the last business day of the month following the month in which the invoice was issued.
8.3 If the Purchaser does not have a commercial credit account with ASW then the Purchaser must pay ASW for the Goods and/or Works at the time it places an order for such Goods and/or Works with ASW.
8.4  ASW reserves the right to charge additional administration fees (such as commercial credit account keeping fees) as determined by ASW from time to time.
8.5 If ASW delivers only part of an order, then it may invoice, and the Purchaser must pay for, that part of the Goods and/or Works delivered, unless otherwise agreed in writing between the parties.
8.6 The Purchaser is not entitled to, and must not demand or hold, any sum on account of retention for completion of the Contract to be performed by ASW or against any pending or unsecured claim against ASW. If the Purchaser withholds any money as retention money, ASW reserves the right to withhold further supply under the Contract or any other contract between ASW and the Purchaser.
8.7 All payments shall be made on or before the due date as stated in this clause, as a condition precedent to future supplies under the Contract pursuant to which the payments are due or under any other Contract.
8.8 Where the Purchaser is a company, the Company Directors personally guarantee the payment of all costs and expenses referred to in clause 8.
8.9Should the Purchaser default in the payment of any monies due, then all monies due to ASW shall immediately become due and payable and shall be paid by the Purchaser within 7 days of the date of demand. ASW shall be entitled to charge interest at the rate of 15% per annum on all overdue accounts from the date of due payment until the date of actual payment.
8.10 Any expenses, costs or disbursements, including debt collection agency fees, commission and any fees paid to ASW’s solicitors (on an indemnity basis), incurred by ASWin recovering any outstanding monies shall be paid by the Purchaser on an indemnity basis.
8.11 The Purchaser hereby charges and mortgages in favour of ASW to secure the repayment of the debt and all monies which may become owing by the Purchaser to ASW hereunder all the Purchasers’ estate and interest in all property both real and personal present and future.

9. DEFAULT AND TERMINATION
9.1    If:
a) The Purchaser refuses or fails to pay any amounts when due under the Contract; or
b) The Purchaser defaults in performing any of its obligations under the Contract; or
c) In ASW’s reasonable opinion, the Purchaser is insolvent or suffering from financial issues including but not limited to, if the Purchaser is an individual, the Purchaser commits an act of bankruptcy, or, if the Purchaser is a company, it becomes an externally-administered body corporate within the meaning of section 9 of the Corporations Act 2001 (Cth) or passes a resolution to wind up; or
d) The Purchaser is in breach of the Contract, then, in addition to and without prejudice to any other rights it has by law, ASW:
i. Is entitled to treat the whole of the Contract as repudiated;
ii. May refuse to supply the Goods or provide the Works to the Purchaser;
iii. Is entitled to treat any other contract between ASW and the Purchaser as repudiated; and
iv.Is entitled to claim return of any Goods in the Possession of the Purchaser where title has not passed to the Purchaser.
9.2 The Purchaser is not entitled to terminate, suspend or cancel part or the entire Contract for any reason (including for convenience) except if ASW has failed to remedy its breach of the Contract within a reasonable period after the Purchaser gives it written notice of such breach. If the Purchaser purports to wrongly terminate or rescind part or all of the Contract or refuses to take delivery of any goods delivered in accordance with the Contract, ASW may recover from the Purchaser the total amount of the order placed on ASW, less any amounts already paid by the Purchaser.
9.3 Unless agreed otherwise in writing, ASW may, by written notice, terminate the Contract 12 months after the date of the first delivery of the Goods and/or Works.

10. MONEY OWING
10.1 A statement in writing as to any amount owing under the Contract by the Purchaser on the date mentioned in such statement is prima facie evidence that such amount is owing.

11. TAX
11.1 Unless otherwise agreed in writing or required by law, all amounts stated in a Quotation or payable under the Contract are calculated or expressed exclusive of GST. If GST is payable, the amount of GST will be specified separately in the relevant documentation.
11.2 If GST is or becomes payable by a supplier in relation to a supply under the Contract, the recipient of that supply must pay to that supplier an amount equal to  the GST. An amount payable under this clause 11 must be paid:
a) At the same time as the payment of the amount in respect of that supply is due; and
b) In addition to the amount payable under the Contract.
11.3 The Purchaser is not obliged to pay any GST unless a valid tax invoice has been issued.
11.4 If the Purchaser fails to pay such GST when due, ASW may recover it from the Purchaser as a debt under the Contract.
11.5 Any party that becomes aware if the occurrence of any adjustment event in connection with the Contract must notify the other party as soon as possible. The parties must then take whatever steps are necessary and make whatever adjustments are required to ensure that any additional GST, or refund of GST, on that supply is paid no later than 20 business days after the parties first become aware of the adjustment event.
11.6 For the purposes of this clause 11, terms used in this clause 11 which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the meaning given to them in that Act.

12. DELIVERY
12.1 Delivery of Goods will be in accordance with the applicable Delivery Offer as defined in clause 1 and it is the Purchaser’s responsibility to obtain a copy of the Delivery Offer.
12.2 If ASW quotes the price as “ex works”, the Purchaser must collect the Goods from ASW’s nominated premises at the time notified by ASW to the Purchaser.
12.3 If ASW quotes the price as “delivered”, it will deliver the Goods to the Purchaser’s nominated site, and the Purchaser must:
a) Nominate the site for delivery in writing to ASW prior to the delivery (“NominatedSite”);
b) Ensure that an area is available which complies with all applicable occupational health, safety and welfare legislation; and
c) Ensure that its representative is available at the time of delivery to acknowledge delivery by signing a delivery receipt.
12.4 If ASW’s obligation is to deliver the Goods, and the Purchaser or its representative is not in attendance when the Goods are delivered at the Purchaser’s nominated site, ASW reserves the right to unload the Goods and leave the Goods at the nominated site.
12.5 Where the Purchaser does not accept delivery of Goods or allow performance of the Works which it has ordered from ASW when such Goods and/or Works are ready for delivery or performance, the Purchaser is liable for any additional charges that ASW may incur for storage and/or double handling, at ASW’s then current rates.
12.6 Goods are to be dispatched “ex works” they are deemed to bedelivered when ASW notifies the Purchaser that the Goods are ready for collection at ASW’s premises.
12.7 If Goods are to be delivered by ASW, they are deemed to be delivered:
a) If the parties agree that the Purchaser or the Purchaser’s representative will unload the Goods, when ASW delivers the Goods on a truck  to a site adjacent to the Purchaser’s nominated site; or
b) When ASW has unloaded the Goods at or adjacent to the Purchaser’s site to a ground level, flat area.
12.8 If Goods are to be delivered by ASW then, unless otherwise provided in the Delivery Offer, the Purchaser must at its cost unload the Goods.
12.9 ASW will make all reasonable efforts to have the Goods Delivered to the Purchaser as agreed between the parties but ASW is not liable for:
a) Any failure or delay in delivery of part or all of the Contract for any reason; or
b) Any damage or loss due to unloading or packaging; or
c) Damage to property caused upon entering premises to deliver the Goods.
12.10 Delivery times quoted by ASW in the Delivery Offer are estimates only and ASW may extend delivery times at its discretion.

13. RISK
13.1 Risk in the Goods passes to the Purchaser on:
a) Delivery of the Goods to the Purchaser; or
b) Deemed delivery of the goods to the Purchaser in accordance with clause 12, whichever occurs first.
13.2 ASW will not be responsible for any claim from the Purchaser arising from or in any way relating to the unloading of the Goods.
13.3 If ASW’s offers, agents or employees enter upon any property at the actual or implied request of the Purchaser, ASW accepts no responsibility for any damage suffered by the Purchaser or the Purchaser’s officers, agent or employees or to the Purchaser’s property as a result of or in  connection with ASW’s officers, agents or employees entering such property.

14. LEGAL TITLE AND RELATED MATTERS

14.1 Prior to full payment of the price and all other sums owing by the Purchaser to ASW in relation to the supply of Goods and Works, the Purchaser shall have no right to sell or dispose of any or all of the Goods.
14.2 The parties agree that the title of any goods supplied by ASW shall not pass to the Purchaser until payment for those items and any associated labour has been received in full by ASW.
14.3 Where any part of the price for Goods supplied by ASW remains owing, ASW shall retain legal title to all goods supplied and not yet used or resold in the ordinary course of business.
14.4 The Purchaser acknowledges that until the purchaser has paid all moniesowed to ASW on any account whatsoever, the Purchaser  holds the goods as bailee for ASW and that a fiduciary relationship exists between the Purchaser and ASW.
14.5 Until ASW receives full payment of all monies due to it from the Purchaser,the purchaser must keep the Goods separate and in good condition as a fiduciary of ASW, clearly showing ASW’s ownership of the Goods, and must keep books recording ASW’s ownership of the Goods and the Purchaser’s sale or otherwise of them in accordance with clauses 14.5 and 14.6. The Purchaser, if required, must deliver up the Goods toASW.
14.6 If the Purchaser defaults in payment, in addition to ASW’s rights under these Terms and Conditions, ASW may take possession of the Goods wherever the   Goods are located and the Purchaser agrees that representatives of ASW may enter upon the Purchaser’s premises for that purpose.
14.7Despite clause 14.1 butsubject to clause 15, the Purchaser may sell as fiduciary agent for ASW the Goods to a third party in the normal course of the Purchaser’s business provided that where the Purchaser is paid by that third party, the Purchaser holds the proceeds of sale, to the extent of the amount owing by the Purchaser to ASW at the time of receipt of such proceeds, on trust for ASW. The Purchaser must keep those   proceeds separate on trust for ASW and not mix those proceeds with any other monies.
14.8 If the Purchaser uses the Goods in some manufacturing or construction process of its own or some third party, the Purchaser holds such part of the proceeds of such manufacturing or construction process as related to the Goods on trust for ASW. Such part is deemed to equal in dollar terms the amount  owing by the Purchaser to ASW at the time of receipt of such proceeds. The Purchaser must keep that part of the proceeds separate on trust for ASW and not mix those proceeds with any other monies. Notwithstanding the above, the Purchaser is still required to pay ASW for goods already delivered and for Goods manufactured or ordered to specification and not yet delivered.
14.9 The Purchaser acknowledges and agrees that all rights in all copyright, designs, patents and trademarks existing in relation to the Goods or Services are reserved to the owner of those rights.

15. RESALE
15.1 The Purchaser agrees that it will not re-supply the Goods supplied to it by ASW without ASW’s prior written consent, which ASW may withhold at its absolute discretion.

16. FORCE MAJEURE
16.1 If ASW is prevented (directly or indirectly) from supplying the Goods or providing the Works or any part thereof by reason of acts of God,  strikes, lockouts, trade disputes, fire, floods, breakdowns, delay in the manufacture of the Goods for any reason whatsoever, interruption of transport,  government action, non-delivery of raw material or products, refusal or failure of ASW’s own suppliers to deliver to ASW any  Goods or components of Goods, or any other cause whatsoever outside its control (whether or not of a like nature to those specified above), ASW is under no liability whatsoever to the Purchaser and is entitled, at its discretion, to give notice to the Purchaser, either to cancel the Contract or to  extend the time for its performance.

17. SHORTAGES, DEFECTS AND INACCURACIES, FAILURE OF, OR DELAY IN, SUPPLY
17.1 The Purchaser hereby agrees to check all Goods received immediately upon unloading at their discretion and all Works immediately upon completion. No claim by the Purchaser for shortages or improper or defective or damaged Goodswill be recognized by ASW unless notified to ASW within forty-eight (48) hours of delivery or performance.
17.2 ASW will endeavor to rectify inaccuracies or short supply within forty-eight (48) hours of notification, but will not be responsible for any loss or damage (including consequential loss) however caused arising out of or resulting from such inaccuracies or short supply of Goods.
17.3 If, due to any cause whatsoever, ASW is unable to supply any part of the Goods or Works by the nominated date or at all, it is entitled, at its option:
(a) To supply to the Purchaser similar Goods and/or Works which in the opinion of ASW are an appropriate substitute without prior reference   to the Purchaser; or
(b) Not to supply part or all of the Goods and/or Works;or
(c) Delay supply of part or all of the Goods and/or Works.

19.  CONFIDENTIALITY& PRIVACY
19.1 ASW and the Purchaser agree that a Contract and any other information furnished by one party to the other pursuant to the Contract is and
a) remains confidential between the parties and the parties must not disclose the same, or permit or cause the same to be disclosed, either directly or indirectly
b) to any third party unless:
c) prior approval in writing has been obtained from the other party;
d) disclosure is required by law or;
e) the information is in the public domain prior to the disclosure by the party.
19.2 The expression “any third party” does not include the financial or legal advisers of a party or related body corporate of a party.
19.3 The Purchaseragreestocomplyandensurethatits officers,employees,agentsandsubcontractorscomplywiththePrivacyAct1988(Cth), as amended from time to time,anddo(orrefrainfromdoing)anythingrequiredtoensurethatASWisabletocomplywithitsobligationsunderthatAct.
19.4 The Purchaser shall only collect and hold information for its own use and hereby warrants that that information supplied by ASW will remain for the Purchaser’s own use and shall not be redistributed for any reason.
19.5 The Purchaser authorises ASW to obtain from a credit reporting agency, a credit report containing information in relation to the Purchaser’s commercial activities or commercial credit-worthiness. ASW shall comply with the Privacy Act 1988, as amended from time to time, and shall only use personal information, files and credit reports for the primary purpose of assessing whether or not to provide Goods or Works to the Purchaser.

20.  EXTRAS
20.1 Unless noted in the Quotation, the price quoted does not include items such as: tie wire; bar chairs; threading and/or screwing; saw cutting; mechanical splices; welding of any nature; blacksmithing; press work; butt welding; assembly of Goods; supply and location of lifting hooks, slings and cradles; supply of bars exceeding lengths of twelve meters or exceeding diameter of 36mm; delivery of oversized loads or provision of vehicle escorts; brickwork reinforcing and holdingdown bolts; galvanizing; on-site scheduling; product containers; steel fixing; on-site accommodation; provision of traffic control; or such other items as  specified in the Quotation as being excluded.
20.2 Where the Quotation states that prefabricated items and steel fixing are included, unless expressly stated otherwise the quoted price does not include the cost of or associated with lifting or lowering to   position on site; site scaffolding; supply and welding of lifting points; or site welding.
20.3 The Purchaser is responsible for the design and location of any required lifting and/or support items at the Purchaser’s site

21. WORKS
21.1 Unless expressly stated in a Quotation, the prices, fees or rates quoted do not include any Works.
21.2 ASW reserves the right to charge for any or all Works.
21.3 Where ASW has agreed to provide Works, the Purchaser must pay ASW’s fees for such Works, if applicable, when such Works have been performed.
21.4 ASW will use all reasonable endeavors to perform Works in a competent, proper and workmanlike manner and exercising a reasonable standard of skill and diligence, but is not liable for any inaccuracy, error or omission arising from the performance of Works.
21.5 Where a Quotation expressly includes steel fixing and/or prefabrication as part of the Works, the Purchaser must give ASW sufficient notice to arrange such Steel fixing and/or prefabrication and meet associated health and safety requirements.

22.  WORKING DOCUMENTS
22.1 ASW accepts no responsibility for the correctness of Working Documents prepared by the Purchaser or a third party.
22.2 Unless otherwise agreed, the Purchaser must deliver all Working Documents without charge to ASW prior to commencement of the Works.
22.3Where the Purchaser submits electronic copies of Working Documents to ASW, then ASW reserves the right to charge for reasonable printing costs associated with those Working Documents.
22.4 Should errors occur as a result of Working Documents prepared by the Purchaser or a third party, the Purchaser is liable for any rectification costs incurred by the Purchaser, ASW or any third party.
22.5 All Working Documents will remain in the custody and control of ASW.
22.6 A Quotation does not include any fee for design, re-design, detailing, re-detailing, scheduling or re-scheduling of Working Documents to be prepared by ASW unless stated in the Quotation. The Purchaser must pay ASW’s fees for such services, if applicable, when such Working Documents are prepared.
22.7 ASW will provide only two copies of material processing supply schedules and associated installation location plans.
22.8 ASW reserves the right to schedule distribution steel as detailed in the Working Documents or as otherwise agreed in writing.
22.9 Unless authorized in writing, neither the Purchaser nor any third party is authorized to reproduce, adapt or use in any manner whether part or whole any Working Documents prepared by ASW (whether prepared on a fee paying basis or not). Any unauthorized reproduction, adaption or use may   be, among other things, a breach of copyright and actionable by ASW.
22.10   The Purchaser indemnifies ASW against all claims and all costs, liabilities and expenses incurred by ASW as a result of or related to:
a) Any inaccuracy, omission or error in the Working Documents prepared by the Purchaser or a third party; or
b) Working Documents, or any other documents provided by the Purchaser to ASW for the purposes of or in the course of the supply of   Goods or performance of Works, breaching a third party’s intellectual property rights.
22.11 This clause 22 survives termination or expiry of the Contract.

23. PERSONAL PROPERTIES SECURITIES ACT 2009 (Cth)
23.1 The Purchaser hereby acknowledges that the Contract constitutes a security agreement for the purposes of section 20 of the Personal Property Securities Act 2009 (“PPSA”).
23.2 The Purchaser will not (except with the written consent of ASW allow to be, or be liable to become, attached in favour of any person or company, a Security Interest or Transitional Security Interest in any goods owned by ASW.
23.3 ASW may register the Contract as a Security Interest on the Personal Property Securities Register (“PPSR”) which will constitute a Security Interest in:
a. All goods previously supplied by ASW;
b. All goods that will be supplied in the future by ASW.
23.4 The Purchaser agrees to grant a Purchase Money Security Interest in the Goods which will continue to apply to any Goods coming into existence or proceeds of sale of Goods coming into existence.
23.5 The Supplier will continue to hold a Security Interest in the Goods in accordance with and subject to PPSA, notwithstanding that the Goods may be processed, commingled or become an accession with other Goods.
23.6 The Purchaser undertakes to:
a) Promptly sign any documents and/or provide all necessary information requested by ASW to lodge a Financing Statement with respect to the registration of any Security Interest or correct a defect in any Financing Statement or Verification Statement.
b) Not register or permit to be registered a Financing Change Statement as defined in section 10 of the PPSA or make a demand to alter the Financing Change Statement pursuant to section 178 of the PPSA in respect of the Goods without the prior written consent of ASW.
c) Provide ASW with not less than 14 days prior written notice of any proposed change in the
Purchaser’s name, address, contact numbers, business practice or other such change in the Purchaser’s details registered on the PPSR
d) Indemnify and upon demand reimburse ASW for all expenses incurred in registering and maintaining a Financing Statement or Financing Change Statement on the PPSR or releasing any Security Interests and/or enforcing or attempting to enforce the Security Interest created by this Contract.
23.7 The Purchaser waives the right to receive a verification statement or financial change statement relating to any Security Interest registered by ASW.
23.8 The parties to this Contract agree that ASW and the Purchaser contract out of and nothing in the provisions of sections 95, 96, 117, 118, 121(4), 130, 132(3)(d), 132(4), 135, 142 and 143 of the Personal Property Security Act 2009 shall apply to this Contract.

24. FURTHER ASSURANCES
The parties shall execute such further documents and do any   and all such further things, including the grant of any Security Interests, as may be necessary to implement and carry out the intent of this Contract.

25. MISCELLANEOUS
25.1 A notice under the Contract can only be in writing and can only be given to a party:
a)  Personally;
b) By registered post to the last known place of business or residence or registered office. Such notice is deemed to be received at the time at which the letter is delivered in the ordinary course of post;
c) By facsimile transmission to the last known facsimile number. Such notice is deemed to be received when the sending machine confirms notice has been sent; and
d) By electronic transmission to the last known email address. Such notice is deemed to be received when the sending machine confirms notice has been sent.
25.2 The Contract is governed by the laws in the State of Western Australian and the courts of that jurisdiction have exclusive jurisdiction in connection with the Contract.
25.3 A party must not assign its benefits or obligations under the Contract without prior consent in writing of the other party and such other party must not unreasonably withhold its consent to an assignment.
25.4 A party waives a right under the Contract only by written notice that it waives that right.
25.5 If a provision of the Contract would, but for this clause 23.5, be unenforceable;
e)  The provision must be read down to the extent necessary to avoid that result; and
f)  if the provision cannot be read down to that extent, it must be severed without affecting the validity and enforceability of the remainder of the Contract.

26. DISPUTES
26.1 The parties agree not to commence proceedings in relation to any dispute arising in regard to the Contract without first having regard to the procedure set out in this clause26.
26.2 Should any dispute or difference arise between the Purchaser andASWin connection with the Contract, then:
a) The party that alleges they have suffered some loss or damage, or is otherwise aggrieved, shall serve the other party, by hand or by mail, with a Notice of Dispute in writing adequately identifying and providing details of the dispute.
a) Within 7 days of receipt of the Notice of Dispute, the parties must meet and take reasonable steps to resolve the dispute.
b) If the dispute cannot be resolved within 7 days of the meeting between the parties, then the parties agree to submit the dispute to arbitration.
c) If the disputeremains unresolved 14 days after service of the Notice of Dispute, the dispute must be arbitrated in accordance with this clause 26.
i. Arbitration shall be effected by a single arbitrator who shall be mutually agreed upon by the parties or, in the event that they fail to agree within 7 days, then the arbitrator shall be the President for the time being of the WA Chapter of the Institute of Arbitrators and Mediators Australia (“IAMA”) or his appointee.
ii. The parties agree to submit to the arbitration procedures and guidelines adopted by the IAMA.
iii. The rules of evidence will not apply strictly to the arbitration, but may be considered by the arbitrator in determining the weight to be attached to each item of evidence.
iv. The Arbitration shall be conducted within the State of Western Australia and the Western Australian Courts have jurisdiction in respect of any legal dispute arising from these Terms and Conditions.
d) If the dispute is not resolved within 90 days of service of the Notice of Dispute (or any longer period as agreed to by the parties), either party who has complied with this clause may end this dispute resolution process by written notice to the other party and immediately thereafter commence court proceedings in relation to this dispute.

27. ACKNOWLEDGEMENT OF THESE TERMS & CONDITIONS
The Purchaser hereby acknowledges receipt of these Terms & Conditions, having read and agreed to be bound by them.  The Purchaser accepts these Terms and Conditions in acknowledgement that they are legally binding and presently enforceable. The Purchaser further acknowledges that we have had the opportunity of obtaining independent legal advice and that we understand the Terms & Conditions outlined above.