Terms & Conditions

These Trading Terms & Conditions (“Terms”) apply (unless otherwise previously agreed in writing) to the supply of Goods a Customer from time to time. Any supply of Goods to the Customer made after the date of acceptance of these Terms is a supply pursuant to the supply agreement constituted by these Terms and the relevant order accepted by Astor Metal Finishes (‘Agreement’) and any such supply does not give rise to a new or separate agreement. Refer to TERMS and variations and MATCHING to control samples for ongoing prorjects or projects with more than one sub contractor.

1. 1. Interpretation
   In these Terms unless the contrary intention appears:“Additional Charges” includes all delivery, handling and storage charges, goods and services tax, stamp duty, interest, legal and other costs of recovery of unpaid money and all other government imposts and all money, other than the Purchase Price, payable by the Customer to Astor Metal Finishes arising out of the sale of the Goods.

   “Customer” means the person to or for whom the Goods are to be supplied by Astor Metal Finishes.

   “Goods” means the goods sold to the Customer by Astor Metal Finishes and includes any services provided by Astor Metal Finishes to Customer, including any electroplating and metal finishing services.

   “Intellectual Property Right” means any patent, registered design, patent, trademark, copy-right, trade secret or any other proprietary right of a third party or parties, registered or unregistered, in any country.

   “Astor Metal Finishes” means Astor Electroplaters (Aust) Pty Ltd ACN 052 096 741 trading as Astor Metal Finishes.

   “PPSA” means the Personal Property Securities Act 2009 (Cth)

   “Purchase Price” means the list price for the goods as charged by Astor Metal Finishes at the date of delivery or such other price as may be agreed by Astor Metal Finishes and the Customer prior to delivery of the Goods.

2. 2. Order for Goods
   1. 2.1 An order given to Astor Metal Finishes is binding on Astor Metal Finishes and the Customer, if:
      1. 2.1.1 a written acceptance is signed for or on behalf of Astor Metal Finishes; or
      2. 2.1.2 the Goods are supplied by Astor Metal Finishes in accordance with the order.
   2. 2.2 An acceptance of the order by Astor Metal Finishes is then to be an acceptance of these Terms by Astor Metal Finishes and the Customer and these Terms will override any conditions contained in the Customer’s order. Astor Metal Finishes reserves the right to accept a part only of any order by notifying the Customer in writing or by delivering the Goods to the Customer. No order is binding on Astor Metal Finishes until accepted by it.
   3. 2.3 An order which has been accepted in whole or in part by Astor Metal Finishes cannot be cancelled by the Customer without obtaining the prior written approval of Astor Metal Finishes, which it may refuse in its absolute discretion.
3. 3. Warranties
   1. 3.1 If the Customer specifies methods and procedures to be followed, Astor Metal Finishes will assume no responsibility for the correctness of such methods and procedures or the result when they are followed. Astor Metal Finishes provides no guarantee or warranties as to matching of finishes between batches and within process runs.
   2. 3.2 Astor Metal Finishes liability is limited to, to the extent permissible by law and at Astor Metal Finishes’ option:
      1. 3.2.1 in relation to the Goods:
         1. i the repair of the returned products (subject to clause 6.7)
      2. 3.2.2 where the Goods are services; or
         1. ii the supply of service again.
   3. 3.3 Any claims to be made against Astor Metal Finishes for short delivery of Goods must be lodged with Astor Metal Finishes in writing within 7 days of the delivery date.
   4. 3.4 To the extent permitted at law, all other warranties whether implied or otherwise, not set out in these Terms are excluded and Astor Metal Finishes is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate Customer for:
      1. 3.4.1 any increased costs or expenses;
      2. 3.4.2 any loss of profit, revenue, business, contracts or anticipated savings;
      3. 3.4.3 any loss or expense resulting from a claim by a third party; or
      4. 3.4.4 any special, indirect or consequential loss or damage of any nature whatsoever caused by Astor Metal Finishes’ failure to complete or delay in completing the order to deliver the Goods.
4. 4. Suitability for Purpose
   1. 4.1 The Customer agrees that it has relied on its own skill and judgement and has satisfied itself as to the condition, quality, suitability and fitness of the Goods for the purpose for which the Customer proposes to use them for.
5. 5. Metal Finishing
   1. 5.1 In the event that results of metal finishing operations are unsatisfactory due to metal imperfections, changes in grade or composition of materials, manufacturing and/or fabrication imperfections, usage for which the plating or other finishing operation was not reasonably designed, and similar variables over which Astor Metal Finishes has no control, the Customer will be required to pay the contracted amount for the finishing operation performed.
   2. 5.2 Astor Metal Finishes reserves the right, at our opinion, to reject work or to make an extra charge for finishing any parts of Goods that are below standard cleanliness and surface finish conditions required.
   3. 5.3 Astor Metal Finishes assumes no responsibility for defective plating or other finish on materials previously plated or finished by others.
   4. 5.4 For special or experimental processing and finishing, the Purchase Price payable shall not be contingent upon the success of that work or the benefit derived thereof by the Customer.
6. 6. Delivery
   1. 6.1 The times quoted for delivery are estimates only and Astor Metal Finishes accepts no liability for failure or delay in delivery of Goods. The Customer is not relieved of any obligation to accept or pay for Goods by reason of any delay in delivery. Goods may be delivered by instalments at the discretion of Astor Metal Finishes.
   2. 6.2 Risk in accepting the Goods passes on delivery to the Customer.
   3. 6.3 Unless stated otherwise in writing, all Goods are supplied ex-works and Astor Metal Finishes’ obligation to deliver is satisfied if Astor Metal Finishes makes the items to which Astor Metal Finishes has applied treatment available for collection by the Customer at Astor Metal Finishes’ premises.
   4. 6.4 Any Additional Charges for delivery or special packing requested by the Customer shall be at the Customer’s expense and shall be charged in addition to the Purchase Price of the applicable Goods.
   5. 6.5 The Customer must collect the Goods within 7 days of the Customer being notified that they are available for collection or Astor Metal Finishes will be entitled to charge the Customer the reasonable expenses incurred in storing the Goods.
   6. 6.6 The Customer shall inspect the Goods on delivery and shall notify Astor Metal Finishes in writing of any variation between the description, quality or quantity of that which was ordered by the Customer and the description, quality or quantity of that which is delivered to the Customer, within 10 days of delivery to the Customer. To the extent permitted by law, if the Customer does not so notify Astor Metal Finishes, the Customer shall be deemed to have accepted the Goods in the condition so delivered and shall be deemed to have waived all or any rights to claim that at the time of delivery there existed any variance with the description, quality or quantity of the Goods ordered by the Customer and the description, quality or quantity of the Goods actually delivered to the Customer.
   7. 6.7 Return of Goods will not be accepted by Astor Metal Finishes except by prior agreement in writing with Astor Metal Finishes.
   8. 6.8 Any items not collected by customer for a period of 3 months after notification of completion by Astor Metal Finishes may be disposed of by Astor Metal Finishes.
7. 7. Price and Payment
   1. 7.1 The Customer must pay the Purchase Price and the Additional Charges to Astor Metal Finishes.
   2. 7.2 Payment will be made by cash or by credit card (plus the applicable credit card surcharge fee) or by direct credit or by any other method as agreed to between Astor Metal Finishes and the Customer.
   3. 7.3 Unless otherwise agreed in writing, payment is to be made in the following manner:
      1. 7.3.1 Payment of a deposit of 50% of the quotation price may be due upon placing the order of goods or services.
      2. 7.3.2 Progress payments may be required to be made by the Customer.
      3. 7.3.3 Payment shall be due on the completion of the order in Astor Metal Finishes’ factory and prior to collection.
   4. 7.4 If the Customer is in default, Astor Metal finishes may at its option withhold further deliveries or cancel a contract without prejudice to any of its existing rights.
   5. 7.5 The granting of credit to a customer shall be at the absolute discretion of Astor Metal Finishes. All payments are due within 30 days after the end of the month. Interest is charged at the rate of 1.5% per month or part of a month from the expiry of that period until the date payment is received by Astor Metal Finishes.
   6. 7.6 Payment for Approved Customers shall be due in accordance with clause 7.5.
   7. 7.7 All amounts payable by the Customer under these Terms must be paid without set-off or counter claim of any kind.
   8. 7.8 For the avoidance of doubt, invoices issued by Astor Metal Finishes for Building and Architectural Products to the Customer will be an invoice made under the Building and Construction Industry Security of Payment Act 1999 NSW.
8. 8. Intellectual Property
   1. 8.1 All branding and artwork provided by the Customer is the intellectual property of the Customer. Artwork and branding supplied will only be used for the purposes of satisfying these Terms.
   2. 8.2 Customer warrant that the use by Astor Metal Finishes of any intellectual property provided by Customer to Astor Metal Finishes so that Astor Metal Finishes may provide the Goods and/or services under these Terms does not infringe any Intellectual Property Rights.
   3. 8.3 Customer must indemnify and keep indemnified Astor Metal Finishes against any and all liabilities, expenses, losses and/or damages including attorney’s fees whether direct, indirect or consequential, arising from a third party, alleging that the Goods infringe the Intellectual Property Right of the third part due to Astor Metal Finishes’ use in the production of the Goods of any branding, artwork or other intellectual property provided to Astor Metal Finishes by Customer.
9. 9. Retention of Title
   1. 9.1 Ownership, title and property in the Goods and in the proceeds of sale of those Goods remains with Astor Metal Finishes until payment in full for the Goods and all sums due and owing by the Customer to Astor Metal Finishes on any account has been made. Until the date of payment:
      1. 9.1.1 the Customer has the right to sell the Goods in the ordinary course of business;
      2. 9.1.2 the Goods are always at the risk of the Customer.
   2. 9.2 The Customer is deemed to be in default immediately upon the happening of any of the following events:
      1. 9.2.1 if any payment to Astor Metal Finishes is not made promptly before the due date for payment;
      2. 9.2.2 if the Customer ceases to carry on business or stops or suspends payment or states its intention of so doing or is unable to pay its debts as they fall due or if any cheque or bill of exchange drawn by the Customer payable to Astor Metal Finishes is dishonoured;
   3. 9.3 In the event of a default by the Customer, then without prejudice to any other rights which Astor Metal Finishes may have at law or under this Agreement:
      1. 9.3.1 Astor Metal Finishes or its agents may without notice to the Customer enter the Customer’s premises or any premises under the control of the Customer for the purposes of recovering the Goods.
      2. 9.3.2 Astor Metal Finishes may recover and resell the Goods;
      3. 9.3.3 if the Goods cannot be distinguished from similar Goods which the Customer has or claims to have paid for in full, Astor Metal Finishes may in its absolute discretion seize all goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of Astor Metal Finishes and the Customer may be ascertained. Astor Metal Finishes must promptly return to the Customer any goods the property of the Customer and Astor Metal Finishes is in no way liable or responsible for any loss or damage to the Goods or for any loss, damage or destruction to the Customer’s business howsoever arising from the seizure of the Goods.
      4. 9.3.4 In the event that the Customer uses the Goods in some manufacturing or construction process of its own or some third party, then the Customer must hold such part of the proceeds of sale of such manufacturing or construction process as relates to the Goods in trust for Astor Metal Finishes. Such part will be an amount equal in dollar terms to the amount owing by the Customer to Astor Metal Finishes at the time of the receipt of such proceeds. The Customer will pay Astor Metal Finishes such funds held in trust upon the demand of Astor Metal Finishes.
   4. 9.4 Separately, Customer hereby charges all its right, title and interest to and in the proceeds of sale of the Collateral (as defined in the PPSA) as original collateral, or any of it, in favour of Astor Metal Finishes.
10. 10. PPSA
    1. 10.1 Defined terms in this clause have the same meaning as given to them in the PPSA.
    2. 10.2 Astor Metal Finishes and the Customer acknowledge that these Terms constitute a Security Agreement and entitle Astor Metal Finishes to claim:
       1. (a) a Purchase Money Security Interest (“PMSI”) in favour of Astor Metal Finishes over the Collateral supplied or to be supplied to the Customer as Grantor pursuant to these Terms; and
       2. (b) a security interest over the proceeds of sale of the Collateral referred to in (a) as original collateral.
    3. 10.3 The goods supplied or to be supplied under these Terms fall within the PPSA classification of ”Other Goods” acquired by the Customer pursuant to these Terms.
    4. 10.4 The Proceeds of sale of the Collateral referred to in clause 8.2(a) falls within the PPSA classification of “Account”.
    5. 10.5 Astor Metal Finishes and the Customer acknowledge that Astor Metal Finishes, as Secured Party, is entitled to register its Security Interest in the Collateral supplied or to be supplied to Customer pursuant to these Terms and in the relevant Proceeds.
    6. 10.6 To the extent permissible at law, the Customer:
       1. 10.6.1 waives its right to receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted by the Customer to Astor Metal Finishes.
       2. 10.6.2. agrees to indemnify Astor Metal Finishes on demand for all costs and expenses, including legal costs and expenses on a solicitor / client basis, associated with the;
          1. 10.6.2.1 registration or amendment or discharge of any Financing Statement registered by or on behalf of Astor Metal Finishes; and
          2. 10.6.2.2 enforcement or attempted enforcement of any Security Interest granted to Astor Metal Finishes by the Customer;
       3. 10.6.3 agrees that nothing in sections 130 and 143 of the PPSA will apply to these Terms or the Security under these Terms;.
       4. 10.6.4. agrees to waive its right to do any of the following under the PPSA:
          1. 10.6.4.1 receive notice of removal of an Accession under section 95;
          2. 10.6.4.2 receive notice of an intention to seize Collateral under section 123;
          3. 10.6.4.3 object to the purchase of the Collateral by the Secured Party under section 129;
          4. 10.6.4.4 receive notice of disposal of Collateral under section 130;
          5. 10.6.4.5 receive a Statement of Account if there is no disposal under section 132(4);
          6. 10.6.4.6 receive a Statement of Account under section 132(3)(d) following a disposal showing the amounts paid to other Secured Parties and whether Security Interests held by other Secured Parties have been discharged.
          7. 10.6.4.7 receive notice of retention of Collateral under section 135;
          8. 10.6.4.8 redeem the Collateral under section 142; and
          9. 10.6.4.9 reinstate the Security Agreement under section 143.
       5. 10.6.5 All payments received from the Customer must be applied in accordance with section 14(6)(c) of the PPSA.
11. 11. Risk in Goods supplied
    1. 11.1 Astor Metal Finishes shall not under any circumstances be considered as an insurer of customer’s material and shall not be liable, regardless of cause, for loss by fire, explosion, theft, pilferage, vandalism, casualty or acts of God while such material is in our possession. The provisions of this section may be altered or modified by separate written agreement and any liability we assume will be covered by a separate charge for such coverage.
12. 12. On-Sale
    1. 12.1 The Customer agrees that upon the on-sale of any Goods to third parties, it will:
       1. 12.1.1 inform any third party involved of these Terms;
       2. 12.1.2 inform any third party of Astor Metal Finishes’s product warranties if any; and
       3. 12.1.3 not make any misrepresentations to third parties about the Goods.
13. 13. Trustee Capacity
    If Customer is the trustee of a trust (whether disclosed to Astor Metal Finishes or not), Customer warrants to Astor Metal Finishes that:
    1. 13.1 Customer enters into this Agreement in both its capacity as trustee and in its personal capacity;
    2. 13.2 Customer has the right to be indemnified out of trust assets;
    3. 13.3 Customer has the power under the trust deed to enter into this Agreement; and
    4. 13.4 Customer will not retire as trustee of the trust or appoint any new or additional trustee without first advising Astor Metal Finishes.
14. 14. Indemnity
    To the full extent permitted by law, Customer will indemnify Astor Metal Finishes and keep Astor Metal Finishes indemnified from and against any liability and any loss or damage Astor Metal Finishes may sustain, as a result of any breach, act or omission, arising directly or indirectly from or in connection with any breach of any of these Terms by Customer or its representatives.
15. 15. General
    1. 15.1 These Terms are to be construed in accordance with the laws from time to time in the State of New South Wales and the Commonwealth of Australia. The parties submit to the non-exclusive jurisdiction of the Courts of New South Wales, Australia and any courts which may hear appeals from those courts in respect to any proceedings in connection with these Terms.
    2. 15.2 These Terms contain all of the terms and conditions of the contract between the parties and may only be varied by agreement in writing between the parties.
    3. 15.3 Any conditions found to be void, unenforceable or illegal may, to that extent be severed from the Agreement.
    4. 15.4 No waiver of any of these Terms or failure to exercise a right or remedy by Astor Metal Finishes will be considered to imply or constitute a further waiver by Astor Metal Finishes of the same or any other term, condition, right or remedy.