Last updated: July 5, 2023
Please read these Terms of Use (“Terms”, “Terms of Use”) carefully before using the https://shopjraceindustries.com.au website (the “Service”) operated by Jrace Industries (“us”, “we”, or “our”).
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
Conditions of sale
1 Definitions and interpretation
1.1 Definitions
Buyer means the purchaser of the Goods, whose details are set out in the quotation/invoice.
Goods means the products and, if any, services specified in the quotation/invoice.
Interference meaning includes, but is not limited to, overloading and/or modification of the Goods by the Buyer to any extent
Maltreatment see ‘Interference’.
Seller means the seller of the Goods whose details are set out in the quotation/invoice.
1.2 Interpretation
Nothing in these conditions exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Competition and Consumer Act 2010 (Cth)) and which by law cannot be excluded, restricted or modified.
2 General
These conditions (which will only be waived in writing signed by the Seller and Buyer) will prevail over all conditions of the Buyer’s order, to the extent of any inconsistency.
3 Terms of sale
The Goods and all other products sold by Seller are sold on these terms and conditions.
4 Seller’s quotations
Unless previously withdrawn, Seller’s quotations are open for acceptance within the period stated in them or, when no period is so stated, within 14 days only after its date. The Seller reserves the right to refuse any order based on this quotation within 14 days after the receipt of the order.
5 Packing
The cost of any special packing and packing materials used in relation to the Goods are at the Buyer’s expense, even if that cost has been omitted from any quotation.
6 Shortage
The Buyer waives any claim for shortage of any Goods delivered if a claim in respect for short delivery has not been lodged with the Seller within 7 days from the date of receipt of Goods by the Buyer.
7 Drawings, etc
(a) All specifications, drawings, and particulars of weights and dimensions submitted to the Seller are approximate only and any deviation from any of these things does not vitiate any
contract with the Seller or form grounds for any claim against the Seller.
(b) The descriptions, illustrations and performances contained in catalogues, price lists and other advertising matter do not form part of the contract of sale of the Goods or of the
description applied to the Goods.
(c) Where specifications, drawings or other particulars are supplied by the Buyer for the purposes of the Goods order, the Seller’s price will be calculated on the basis of estimates of quantities required to provide the Goods as specified, drawn or otherwise particularised by the Buyer. If there are any adjustments in quantities above or below the quantities estimated by Seller as set out in a quotation, then any such increase or decrease will be adjusted on a unit rate basis according to unit prices set out in this document or in the quotation.
8 Performance
Any performance figures given by the Seller are estimates only. The Seller is under no liability for damages for failure of the Goods to attain such figures unless specifically guaranteed in writing. Any such written guarantees are subject to the recognised tolerances applicable to such figures.
9 Delivery
(a) The delivery times made known to the Buyer are estimates only and the Seller is not liable for late delivery or non-delivery.
(b) The Seller will not be liable for any loss, damage or delay occasioned to the Buyer or its customers arising from late or non-delivery or late installation of the Goods.
(c) The Seller may at its option deliver the Goods to the Buyer in any number of instalments unless there is an endorsement overleaf to the effect that the Buyer will not take delivery by instalments.
(d) If the Seller delivers any of the Goods by instalments, and any one of those instalments is defective for any reason:
(i) this does not constitute a repudiation of the contract of sale formed by these conditions; and
(ii) the defective instalment is a severable breach that gives rise only to a claim for compensation.
10 Loss or damage in transit
(a) The Seller is not responsible to the Buyer or any person claiming through the Buyer for any loss or damage to Goods in transit caused by any event of any kind or by any person (whether or not the Seller is legally responsible for the actions of that person).
(b) The Seller must provide the Buyer with such assistance as may be reasonably necessary to institute claims against a carrier for damages to Goods in transit so long as the Buyer:
(i) has notified the Seller and the carrier in writing immediately after loss or damage is discovered by the Buyer on receipt of Goods; and
(ii) serves a claim for compensation on the carrier within 3 days of the date of receipt of the Goods.
11 Guarantee
(a) The Seller’s liability for Goods manufactured by it is limited to making good any defects. This must be done by repairing the defects or, at the Seller’s option, by replacement, within a period not exceeding 12 calendar months after the Goods have been dispatched. This applies so long as:
(i) the defects have arisen solely from faulty materials or workmanship;
(ii) the Goods have not received maltreatment, inattention or interference;
(iii) accessories of any kind used by the Buyer are manufactured by or approved by Seller;
(iv) the seals of any kind on the Goods remain unbroken;
(v) the defective parts are promptly returned free of cost to the Seller; and
(vi) where applicable, the Goods have not been improperly installed by the Buyer or their agent.
(b) If the Goods are not manufactured by the Seller, the guarantee of the manufacturer of those Goods is accepted by the Buyer and is the only guarantee given to the Buyer for the Goods. The Seller agrees to assign to the Buyer on request made by the Buyer the benefit of any warranty or entitlement to the Goods that the manufacturer has granted to the Seller under any contract or by implication or operation of law to the extent that the benefit of any warranty or entitlement is assignable.
(c) The Seller is not liable for, and the Buyer releases the Seller from, any claims in respect of faulty or defective design of any Goods supplied. This is unless the design has been wholly
prepared by the Seller and the responsibility for any claim has been specifically accepted by the Seller in writing.
(d) The Seller’s liability under clause 11(c) is limited strictly to the replacement of defective parts in accordance with clause 11(a) of these conditions.
(e) Except as provided in these conditions, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the Goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded. The Seller is not liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, layout, assembly, installation or operation of the Goods or arising out of the Seller’s negligence or in any way.
12 Consumer guarantees
The Seller’s liability for a breach of a condition or warranty implied by part 3-2, division 1 of the Australian Consumer Law (ACL) is limited to:
(a) in the case of Goods, any one or more of:
(i) the replacement of the Goods or the supply of equivalent goods;
(ii) the repair of the Goods;
(iii) the payment of the cost of replacing the Goods or of acquiring equivalent goods; and
(iv) the payment of the cost of having the Goods repaired; or
(b) in the case of services:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
13 Indemnification of suppliers by manufacturers
The Seller’s liability under section 274 of the ACL is expressly limited to a liability to pay to the purchaser an amount equal to:
(a) the cost of replacing the Goods;
(b) the cost of obtaining equivalent goods; or
(c) the cost of having the Goods repaired, whichever is the lowest amount.
14 Prices
(a) Unless otherwise stated all prices quoted by Seller are exclusive of Goods and Services Tax (GST).
(b) Prices quoted are calculated at the date of issue of a relevant quotation and include rates provided by third parties providers. These third-party rates include the cost of freight, insurance, customs duties, exchange, shipping expenses, sorting and stacking charges, cartage, cost of materials and other charges affecting the cost of production (Third-Party Rates). Third-Party Rates may vary slightly from the date of the quotation to the time of delivery of the Goods. The Buyer will be liable for any increase in the Third-Party Rates.
(c) If the Seller makes any alterations to the price of the Goods or to any of their inputs either before acceptance of or during the currency of the contract, these alterations are for the Buyer’s account.
15 Payment
(a) Upon acceptance of the quotation by the Buyer, the Buyer must make payment in full to the Seller, including GST, within 14 days of the date of the quotation provided for any parts and/or materials required by the Seller in producing the Goods prior to the commencement of works by the Seller (Deposit Due Date).
(b) The Buyer must pay the labour costs for custom works or installations on collection or dispatch of Goods, unless in the case of longer-term on-going work, payments will be made by instalments if required by the Seller (Payment Due Date).
(c) Payments will only be accepted either by direct bank transfer or EFTPOS. No Cheques will be accepted.
(d) The Buyer must pay interest on any outstanding amount not paid by Payment Due Date. Interest will be calculated on the basis of the Commonwealth Bank of Australia Business Loan Default Interest Rate as published from time to time. Interest will accrue daily from the Payment Due Date until the outstanding amount is paid in full.
16 Rights in relation to Goods
(a) Prior to title in the Goods passing to the Buyer under the terms of this agreement, the Buyer agrees that:
(i) the Buyer has no right or claim to any interest in the Goods to secure any liquidated or unliquidated debt or obligation the Seller owes to the Buyer;
(ii) the Buyer cannot claim any lien over the Goods;
(iii) the Buyer will not create any absolute or defeasible interest in the Goods in relation to any third party except as may be authorised by the Seller; and
(iv) where the Buyer is in actual or constructive possession of the Goods:
(A) the Buyer will not deliver them or any document of title to the Goods to any person except as directed by the Seller; and
(B) it is in possession of the Goods as a bailee of those Goods and owes the Seller the duties and liabilities of a bailee.
(b) In connection with the Goods, the Seller states to the Buyer that:
(i) the Seller has the right to supply the Goods to the Buyer;
(ii) the activities of the Seller in supplying the Goods do not infringe the rights of the owner of the Goods (where the Seller is not the owner of the Goods); and
(iii) if the Goods are not owned by the Seller, the Seller is authorised to supply the Goods to the Buyer.
(c) The Seller and the Buyer agree that:
(i) the property of the Seller in the Goods remains with the Seller until the Seller has been paid in full for the Goods under all individual contracts for the supply of the Goods between the Seller and the Buyer;
(ii) the Buyer is a bailee of the Goods until such time as property in them passes to the Buyer and that this bailment continues in relation to each of the Goods until the price of the Goods has been paid in full; and
(iii) pending payment in full for the Goods, the Buyer:
(A) must not supply any of the Goods to any person outside of its ordinary or usual course of business;
(B) must insure the Goods for their full insurable or replacement value (whichever is higher) with an insurer licensed or authorised to conduct the business of insurance in the place where the Buyer carries on business; and
(C) must not remove, deface or obliterate any identifying plate, mark or number on any of the Goods.
(d) If the Buyer supplies any of the Goods to any person before all moneys payable by the Buyer have been paid to the Seller, the Buyer agrees that:
(i) it holds the proceeds of resupply of the Goods on trust, and as agent, for the Seller
immediately when they are receivable or are received;
(ii) it must either pay the amount of the proceeds of re-supply to the Seller immediately when they are received or pay those proceeds into an account with a bank or a financial institution or deposit-taking institution as trustee for the Seller;
(iii) any accessory or item which accedes to any of the Goods by an act of the Buyer or of any person at the direction or request of the Buyer becomes and remains the property of the Seller until the Seller is paid in accordance with clause 16(c)(i) when the property in the Goods (including the accessory) passes to the Buyer; and
(iv) if the Buyer fails to pay for the Goods within the period of credit (if any) extended by the Seller to the Buyer, subject to, and in accordance with, the Personal Property Securities Act (Cth) 2009, the Seller may recover possession of the Goods at any site owned, possessed or controlled by the Buyer and the Buyer agrees that the Seller has an irrevocable licence to do so.]]
17 Buyer’s property
Any property of the Buyer under the Seller’s possession, custody or control is completely at the Buyer’s risk as regards loss or damage caused to the property or by it.
18 Storage
The Seller reserves the right to charge a reasonable fee of $55 per day, inclusive of GST, for storage if delivery instructions are not provided by the Buyer within 3 days of a request by the Seller for such instructions. The parties agree that the Seller may charge for storage from the first day after the Seller requests the Buyer to provide delivery instructions.
19 Returned Goods
(a) Except for any provisions to the contrary contained in this agreement, the Seller is not under any duty to accept Goods returned by the Buyer. The Seller will do so only on terms to be agreed in writing in each individual case.
(b) If the Seller agrees to accept returned Goods from the Buyer under clause 19(a) of this clause, the Buyer must return the Goods, at the Buyer’s cost, to the Seller at the Seller’s
place of business referred to at the head of these conditions.
20 Goods sold
All Goods to be supplied by the Seller to the Buyer are as described on the purchase order/quotation agreed by the Seller and the Buyer and the description on such purchase order/quotation as so agreed prevails over all other descriptions of the Goods including any specification or enquiry of the Buyer.
21 Cancellation
No order may be cancelled by the Buyer except with the written consent of the Seller. If there is a cancellation of the order by the Buyer, the Seller has the right to claim indemnity against all losses suffered by the Seller as a result of such cancellation.
22 Termination
(a) In the absence of any breach of this agreement, either party may terminate this agreement in its absolute discretion with a minimum of 7 days’ written notice to the other party.
(b) This agreement will automatically terminate if a party enters into any composition or arrangement with its creditors or has a receiver appointed over any of its assets or is the subject of any resolution or petition for winding up or judicial management (other than for amalgamation or reconstruction).
(c) Either party may terminate this agreement if the other party is in material breach of any of its obligations under this agreement and if the breach is capable of remedy fails to remedy the breach for a period of 7 days after receipt of a written notice by the other party requiring rectification of the breach.
(d) Exercise of the right of termination afforded to either party under this clause will not prejudice the legal rights or remedies which either party may have against the other in respect of a breach of any term, condition or warranty of this agreement.
(e) The obligations of the parties that by their nature could be reasonably construed as being intended to continue to apply beyond the termination of this agreement will continue to apply.
23 Place of contract
This agreement shall be governed by and construed in accordance with Queensland law. The parties submit to the non-exclusive jurisdiction of the courts and tribunals of the governing law jurisdiction. Nothing in this clause is intended to undermine the jurisdiction of the Federal Court of Australia or Federal Circuit Court of Australia.
Intellectual Property
The Service and its original content, features and functionality are and will remain the exclusive property of Jrace Industries and its licensors.
Links To Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by Jrace Industries.
Jrace Industries has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Jrace Industries shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
Termination
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Disclaimer
Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Governing Law
These Terms shall be governed and construed in accordance with the laws of Australia without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
Contact Us
If you have any questions about these Terms, please contact us.