Terms & Conditions

These are the entire Terms and Conditions of Sale for goods supplied by Master Quality Shades on or after 1st January 2008 to customers within Australia (the Customer) and apply to the sale of: Window Covering Finished Products, Window Covering Components, and Home Improvement Products (the Goods). Except as otherwise expressly agreed upon in writing between a duly authorised officer of MQS and the Customer, these Terms and Conditions shall apply notwithstanding any provisions to the contrary which may appear on any order form or other document issued by the Customer.

GENERAL

1. All orders placed with MQS shall only be accepted subject to these Terms and Conditions. MQS may at any time, and from time to time alter these Terms and Conditions of Sale and such altered Terms and Conditions of Sale shall apply after notification by MQS to the Customer.

2. If a Customer alters any order or part of the order at any time after MQS has received the order then MQS reserves the right to charge to the Customer the full costs of any goods or materials already acquired for the order together with the cost of any labour and tooling expended to the date of such cancellation or alterations.

3. Any Goods and Services Tax (GST), Sales Tax or any other applicable tax or duty payable shall be paid or reimbursed by the Customer to MQS on demand and the Customer shall indemnify and keep indemnified MQS in respect of all taxes and duties including GST arising out of any sale of goods or the subsequent use of goods after the sale to the Customer.

PRICES

4. All prices shall be those referred to in MQS’s price lists and/or arrangements current at the date of invoice and prices shall be subject to change without notice.

5. Unless otherwise stated on a relevant price list, invoice or statement, prices include the cost of delivery to the Customer.

TERMS OF PAYMENT

6. The granting of a progress payment arrangement to a Customer for any goods purchased shall be at the absolute discretion of MQS and unless a full payment is specifically demanded upfront by MQS, the Customer shall make payment of all amounts due and payable as follows –

Initial Progress Payment:
(a) MQS requires payment by the Customer of a minimum 50% initial progress payment (or otherwise as advised) at the time of the Customer’s acceptance to order goods. MQS shall hold the Progress Payment as a stakeholder and be entitled to deduct from the Progress Payment any amount payable by the Customer to MQS in respect of any act, omission or breach of these Terms and Conditions of Sale, by the Customer.

Final Payment:
(b) The balance of any outstanding payment is due and payable on the day any part of the goods are delivered and installed.
(c) Customers shall not be entitled to withhold payment or part payment of any account greater than 10% by reason of any account query, dispute or set off. Any balance of payment due (up to the 10% withheld) must be paid on the day the issue is rectified.
(d) Customers having unpaid / overdue accounts will be precluded from participating in any special offers, functions and all other incentive programs until their accounts are no longer overdue.

7. If the Customer fails to make payments in accordance with Clause 6, MQS shall be entitled to:
(a) Require the payment of cash on delivery of any further goods;
(b) Charge an interest charge at the rate of fifteen per centum (15%) per annum on a cumulative basis on all overdue amounts (including late payment charges and amounts other than the price) calculated on a day to day basis on any monies due but unpaid, such interest charge to be computed from the due date for payment AND the parties agree that such interest charge is not a penalty but is a true measure of damages incurred by MQS. Payments received from the Customer will be credited first against any interest charge and all such fees shall be payable on demand by MQS;
(c) Claim from the Customer all costs, expenses and charges incurred on any account whatsoever including but not limited to any action taken by MQS to recover monies or goods due from the Customer including but not limited to any mercantile agents costs and legal costs and disbursements on a solicitor-client basis; and
(d) Cease any further deliveries to the Customer and to terminate immediately any agreement in relation to goods that have not been delivered.

DELIVERY AND INSTALLATION

8. Any date or time initially indicated for delivery and installation is an estimate only and MQS shall endeavour to effect delivery and installation at the time or times required by the Customer, however failure to do so shall not confer any right of cancellation or refusal of delivery on the Customer or render MQS liable for any loss or damages directly or indirectly sustained by the Customer as a result thereof.

9. The Customer shall not be relieved of any obligation to accept or pay for products by reason of any delay in delivery or installation caused by any force majeure, as described in Clause 17.

10. MQS’s obligation to deliver shall be discharged on arrival of the goods at the Customer’s nominated delivery destination or the address appearing on the invoice. If the Customer is unable or unwilling to accept physical delivery of the goods when the goods are ready for delivery, MQS shall be entitled to charge a fee for any delay experienced or arrange for the storage of the goods at the risk and cost of the Customer including all storage and other related costs.

11. MQS endeavours to arrange installations as soon as possible after it receives the goods from the supplier (i.e. generally within 1 week) at a mutually suitable time with the Customer. If the customer, for any reason delays the installation by 10 working days or more, MQS is then entitled to receive the balance of the outstanding payments due within 14 days from the date of contact by MQS, less 10%, which the customer may withhold as retention until the goods have been installed.

PROPERTY AND RISK

12. Notwithstanding delivery of the goods or their installation, property in the goods shall remain with MQS until the Customer has paid and discharged any and all other indebtedness to MQS on any account whatsoever, including all applicable GST and other taxes, levies and duties. Any payment made by or on behalf of a Customer which is later avoided by the application of any Statutory Provision shall be deemed not to discharge the Customer’s indebtedness and, in such an event, the parties are to be restored to rights which each respectively would have had if the payment had not been made.

13. The risk in the goods shall pass to the Customer upon delivery as referred to in clause 10 to the Customer.

14. The Customer acknowledges that it is in possession of the goods solely as a bailee for MQS until payment as defined in clause 12 has been made in full to MQS and until such payment.

15. The Customer hereby irrevocably grants to MQS, its agents and servants, an unrestricted right and licence, with reasonable notice to enter premises occupied by the Customer to identify and remove any of the goods in accordance with the Terms and Conditions of Sale without in any way being liable to the Customer or any person claiming through the customer. MQS shall have the right to sell or dispose of any such goods removed or otherwise in its sole discretion and shall not be liable for any loss occasioned thereby.

WARRANTY

16. Subject to payment in full being made as defined in clause 6, MQS shall use its best endeavours to pass on to the Customer the benefit of any warranties or guarantees it receives in respect of goods or parts thereof supplied to the Customer which are not of MQS’s manufacture.

FORCE MAJEURE

17. MQS shall not be liable for any failure or delay to supply or deliver the goods where such failure or delay is wholly or partly due to any cause or circumstance whatsoever outside the reasonable control of MQS including, but not limited to, war, strikes, lockouts, industrial disputes or unrest, government restrictions or intervention, transport delays, fire, act of God, breakdown of plant, shortage of supplies or labour, storm or tempest, theft, vandalism, riots, civil commotions or accidents of any kind.

TERMINATION

18. If the Customer fails to comply with any of these Terms and Conditions or being a natural person or persons commits any act of bankruptcy, or being a corporation passes a resolution for winding up or liquidation (other than for the purposes of re-organisation or reconstruction) or administration or enters into any composition or arrangement with creditors or if a receiver or manager or administrator or controller is appointed for any property or assets of the Customer or becomes liable to be wound up by reason of insolvency or if any petition is presented for its winding up, or if a liquidator or provisional liquidator or administrator is appointed, MQS may, in addition to exercising all or any of its rights against the Customer, immediately suspend any further deliveries and immediately recover possession of any goods not paid for in accordance with these Terms and Conditions.

SERVICE OF DOCUMENTS

19. The Customer agrees that service of any notices or Court documents may be effected by forwarding the notice by pre-paid post or facsimile to the last known address or facsimile number of the Customer.

STATEMENT OF DEBT

20. A certificate signed by a Director, Business or Credit Manager of MQS shall be prima facie evidence of the amount of indebtedness of the Customer to MQS at that time.