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Terms and Conditions

Terms and Conditions

1. INTERPRETATION
a) "Company" means Chelmswood Pty Ltd trading as L.E. Boughen & Co.
b) "Customer" means the purchaser of the goods and/or the person, firm, or company to which
the quotation is addressed and/or the person, firm, or company which accepts or purports to
accept the quotation.
c) "Goods" includes the goods and services the subject of the quotation and/or ordered pursuant
hereto and any additional or ancillary goods and services and any goods or services ordered or
supplied in whole or partial substitution for any of the same.
d) Where the context requires, the singular number includes the plural number and vice versa, the
masculine gender includes the feminine gender and vice versa, references to natural persons
include corporations and vice versa.
e) Headings have been included for ease of reference and guidance and these terms and
conditions shall be continued without reference to headings.
2. APPLICATION
These terms and conditions apply and/or will apply to the whole and to any and each part of the
order of the customer for the goods. Save as required by any law to the contrary, these terms and
conditions are the whole and only terms and conditions of each and every contract with the
customer for and/or in respect of the goods and to the full extent permissible by law negative and
replace all warranties and conditions otherwise implied or imposed by law. These terms and
conditions can only be varied or modified or added to by specific written agreement executed under
the common seal of the company. These terms and conditions supersede, prevail over, and replace
any contrary terms, conditions, or promises attached to or otherwise forming part of the customer's
order. No specific provision herein modifies or restricts the full operation of any more general
provision herein.
3. PRICE AND PAYMENT
a) The price quoted for the supply and/or manufacture and/or installation of the goods and/or for
work and labour to be supplied is based on costs, rates, awards, rates of exchange, conditions
and other facts, matters, and circumstances prevailing at the date hereof or specifically
nominated and is subject to increase by the amount by which any of the same increase
between the date here- of and the date of completion of the contract and also by any additional
applicable costs, rates, awards, rates of exchange, and facts, matters and circumstances
occurring, or coming into, or taking, effect between the date hereof and the said date of
completion.
b) The prices quoted herein are open for acceptance until withdrawn by the company or until the
expiration of a period of 7 days from the date hereof or as otherwise specified herein
(whichever date the earlier shall occur).
c) Save with the prior written consent of the company, this quotation may only be accepted in
whole and no offer for any part, or parts of the same, will necessarily be accepted by the
company.
d) Account Customers - full payment for goods is required within 30 days of date of invoice. Cash
Sale Customers - payment required prior to shipment (unless otherwise arranged).
e) If the goods or any part thereof are or is, or are or is to be, imported, the price quoted, to the
extent that it does not already include the same, shall be increased to include all applicable
taxes, duties, levies, imposts, charges and the like.
4. DESCRIPTIONS AND DRAWINGS
a) Any drawings, dimensions, illustrations, specifications, and descriptive details (both qualitative
and quantitative) contained in catalogues, brochures, literature and the like and in this
quotation are intended for general information only and are not binding or part of the contract
unless and until the same have been certified by the company in a separate written document
as correct for the quotation, order or contract concerned. Any deviation from or difference to
any of the said drawings, dimensions, illustrations, specifications, and descriptive details (both
qualitative and quantitative) shall neither vitiate the contract nor be made the basis of any claim
by or through the customer or any other party against the company.
b) After its acceptance of an order, the company will upon request provide such certified
drawings, dimensions, specifications and the like as are, in the company's opinion,
reasonable and necessary.
c) All drawings, dimensions, illustrations, specifications, descriptive details (both qualitative and
quantitative) and other written information, samples, and the like provided by the company to
the customer shall be regarded as confidential and shall not be disclosed by the customer to
any other person, firm, or company except with the prior written consent of the company.
5. ACCEPTANCE AND DELIVERY
a) The company reserves the right to make partial deliveries against an order and separately to
invoice the same for the appropriate proportioned amount unless otherwise previously agreed
in writing. Payment for partial deliveries is to be made in accordance with clause 3d.
b) Unless otherwise stated herein, point of delivery will be FOT Brisbane.
c) The customer shall inspect and evaluate the goods immediately upon delivery and/or
installation thereof and shall within seven days from such inspection give notice in writing to the
company of any matter, fact, or circumstance by reason whereof customer may allege that the
goods or any part of the same are not in accordance with the contract. If the customer does
not give any such notice within such time, the goods shall be for all purposes deemed to be in
all respects in accordance with the contract and, without derogating from the generality of
anything else contained herein, the customer shall be bound to accept and to pay for the same
accordingly and no action shall be maintained in respect of the goods unless such written
notice shall have been given within such time.
6. DELAY IN DELIVERY AND FORCE MAJEURE
a) Delivery/supply/installation/availability dates provided by the company are estimates and
approximate only and whilst the company will use its best endeavours to meet those estimates,
no warranty or promise is given and no liability is accepted for any delay from any cause
whatsoever.
b) If for any cause beyond the company's control including, but without limiting the generality of
the same, failure or default on the part of any supplier of the goods or any part thereof to the
company, any act of God, war, strike, lockout, industrial dispute, Government or semi-
Government award, enactment, priority or restriction, fire, flood, storm or tempest, delay in
obtaining licences, transport, labour or materials, accidents, damages to the company's works
or business or those of it's suppliers, the company is prevented from
supplying/delivering/installing the goods or any part thereof in accordance with the estimate/s
of date/s contained herein, the company shall at it's option be entitled either to extend the time
for supply/delivery/installation to the customer for a reasonable period or to determine the
contract and in neither such case shall the customer have any claim against the company and
the customer shall, in the case of such termination, pay for all goods
delivered/supplied/installed prior to the date of such termination and all expenses incurred and
monies paid by the company in connection with the contract prior to the date of such
termination.
c) The time of delivery stated in any quotation represents the estimated time at which the goods
are to be ready for despatch from the company's premises and the company is to be allowed
the further time necessary to cover transit to the point of delivery/installation/supply.
7. WARRANTIES
To the maximum extent permissible by law, all warranties and conditions (whether express or
implied) as to, and all remedies in respect of, the state, capacity, conformity, use, dimensions,
fitness, and merchantability or otherwise of the goods are expressly negatived and excluded unless
specifically stated to the contrary herein and then only to the extent so stated.
8. LIMITATION OF LIABILITY
a) The company does not accept liability for goods not manufactured by it. In such cases,
customer’s rights (if any) are against the manufacturer, importer, or supplier of the goods (as
the case may be).
b) The customer agrees, warrants, and represents that s/he has relied on his/her own skill,
knowledge, and judgement in choosing and ordering the goods and assessing the suitability of
the same for the intended purpose of the same and not on any advice, promise, representation
or the like by the company, save as might be specifically set out herein.
c) If, which is not asserted or admitted, the company or its representative/s has/have given or
made any advice, promise, representation, warranty or the like concerning the goods in any
way then each and every of the same, except to the extent to which the same is re-stated and
confirmed herein, is withdrawn.
d) Without derogating in any way from anything else herein contained:
I. The company shall not be liable in any respect for any goods or any part of the goods which
is of a consumable or temporary nature or which has a low-rated service life.
II. The company shall not be liable in any respect in any case where any unauthorised repair
or alteration or incorrect installation work has been performed by or through the customer.
III. No express or implied warranty by the company shall extend to the quality and/or suitability
of equipment and/or material supplied by the customer, nor to faulty or defective workman
ship where work is not carried out by or through the company.
IV. The customer agrees that the company shall not be liable for, and hereby releases the
company from, and indemnifies the company against any and all claims, suits, demands,
and the like against the company arising out of or in respect of the goods and/or the
contract for their sale by the company to the customer and, without limiting the generality of
the fore going, loss of the use of the goods or of profits, loss of re-sale, loss of business
arising by reason of defect, non-delivery, defective materials or workmanship, negligence or
any act, matter, conduct, or thing done, permitted or omitted, or suffered by the company.
9. INSOLVENCY
If the customer, or any member of the customer (if a firm):
I. being a natural person, dies, becomes of unsound mind, is or becomes defendant in any court
proceedings which are capable of adversely reflecting on his/her creditworthiness, has a
judgement of a court or an award enforceable in a court entered or made against him/her in
any jurisdiction, fails to pay when due any monies owed by him/her, commits an act of
bankruptcy, renders enforceable any security given by him/her or has any secured creditor
take, or go into, possession of any of his/her property;
II. being a corporation, is or becomes a defendant in any court proceedings which are capable of
adversely reflecting on its creditworthiness, has a judgement of a court or an award
enforceable in a court made or entered against it in any jurisdiction, fails to pay when due any
monies owed by it, makes default in the due observance or performance of any covenant
condition or agreement on its part to be observed or performed under any security, has an
application for its winding up presented or if an order is made or an effective resolution is
passed for its winding up or if proceedings are instituted or a meeting is called with a view to
obtaining any such order or to pass any such resolution, if a Receiver or Receiver And
Manager or Official Manager or Scheme Manager of the undertaking or any part thereof of the
customer shall be appointed, if the customer makes default under any charge or security in
favour of any person or corporation other than the company and such default is not remedied
forthwith, if any indebtedness of the customer becomes due and payable prior to the stated
maturity thereof as a result of a default, if the customer is or becomes insolvent, if any
execution or other process of any court or authority or any distress is levied against any of the
property of the customer or if the customer without the consent in writing of the company
passes a resolution determining that any portion of its share capital which has not already been
called up shall not be capable of being called up except in the event of and for the purposes of
the customer being wound up or proposes so to do;
then and in any and every such case the company, at the company's option, may by notice in writing
to the customer unless otherwise provided by law forthwith either terminate the contract or suspend
manufacture, delivery, or installation of any part of the goods then outstanding and be entitled to be
paid for and recover in respect of such part of the contract as has been performed and to retain any
deposit or security given or monies paid by the customer and apply the same against loss and
damage suffered by the company as a result of such termination.
10. TITLE
Until the company has received in full such payment as is due to it by the customer in respect of the
goods and in respect of and on any and every other account whatsoever:
I. Property in and title to the goods shall not pass to the customer and shall remain in the
company.
II. Whilst the goods are in the possession of the customer.
a) The customer will store the same separately and in such a way that the goods are readily
identifiable as the goods.
b) The customer shall hold the same as bailee for the company and deal with the same in
accordance with any direction given by the company.
c) If the customer sells the goods or any part thereof then the customer does so as agent of
the company and agrees to receive and hold any and all proceeds of such sale upon trust
for the company.
11. TRUST
If the customer is trustee of a trust and contracts with the company for and in respect of the goods
on that basis, the trustee and each and every of its directors at the date hereof warrants to the
company that customer as trustee has a right of indemnity out of trust assets against any and all
liability the customer incurs to the company for and/or in respect of the said goods.
12. GENERAL
a) The company reserves the right to refuse in its absolute discretion any order based on a
quotation within seven days after the order is received and at any time to refuse to accept or
proceed with an order should the customer's trade reference be unsatisfactory to the
company.
b) GST, if and when applicable, is payable by the customer to the company in addition to the
quoted price. If the customer asserts that sales tax is not applicable, a sales tax exemption
certificate must be signed and duly completed by the customer and be delivered to the
company with the customer's order.
c) As from the 1st July 2000, Goods & Services Tax is payable by the customer to the company
in addition to the quoted price.
d) The proper law of any agreement entered into between the company and the customer
pursuant to this quotation and/or in respect of the goods and of all matters touching upon or
flowing from any and all of the same shall be the law of the State of Queensland in the
Commonwealth of Australia.
e) If any provision of these terms and conditions is void or unenforceable then the same shall be
severed from the balance of these terms and conditions, which shall continue to be of full
force and effect.
13. E. & O.E. - Errors and Omissions Excepted