For more than 10 years, the family-run company TZ Austria has been known as reliable suppliers of cabinetry and furniture. Over the years, TZ has invested more and more into the latest surfacing techniques and surface lamination. Now, TZ is one of the most innovative suppliers to the furniture and cabinetry industries worldwide, due mostly to the latest state-of-the-art machinery, materials and highly educated and motivated employees. With it's worldwide success, TZ is now in Australia
TZ Sydney North is a subsidiary of TZ Austria, one of the most innovative suppliers to the international furniture industry. TZ’s success is due to it’s use of high quality materials, advanced machinery and extremely high quality standards. Its innovative developments and high quality workmanship have created trends which impress the furniture industry worldwide.
In these Terms:
1.1 "Agreement" means any agreement between the Company and the Customer for the sale of Goods.
1.2 "Company" means TZ Australia ABN 90 162 042 257 and TZ Sydney North ABN 92 162 042 266.
1.3 "Company's Premises" means the Company's principal place of business as shown in the records of the Australian Securities and Investments Commission from time to time.
1.4 "Consequential Loss or Damage" means loss of profits, revenue, use or opportunity, re-installation costs, removal costs, construction or building costs and any remote or indirect form of loss or damage.
1.5 "Goods" means the Tecnoglas acrylic pressed onto MDF moisture resistant substrate sold and/or delivered by the Company to the Customer from time to time.
1.6 "GST" means the Goods and Services Tax imposed by A New Tax System (Goods & Services Tax) Act 1999 and any related act and/or regulations.
1.7 "Landing Costs" means the costs of shipping the Goods from the Manufacturer to the Company's Premises, or if the Goods are directly shipped to the Customer, the first port of entry in Australia, together with all customs duties, excises, tariffs, freight-forwarding or other expenses in connection therewith, and includes, unless otherwise agreed, the cost of insuring the Goods until landed in Australia.
1.8 "Manufacturer" means TZ Austria.
1.9 "Manufacturer’s Specifications" means the technical specifications detailed in the Technical Information Manual published by the Company and/or the Manufacturer that is current at the date of purchase.
1.10 “Payment Security” means bank guarantee, letter of credit or cash deposit.
2.1 These Terms apply to the sale of Goods to the Customer by the Company.
2.2 No amendment, alteration, waiver or cancellation of these Terms is binding on the Company unless confirmed in writing by the Company.
2.3 The Customer acknowledges and agrees that:
a) no employee or agent of the Company may make, and the Customer has not relied on, any representation, warranty or promise in relation of the Goods other than as contained in these Terms;
b) the Customer has determined that the Goods are fit for the purpose for which they are required;
c) the Customer has not relied on the skill and judgment of the Company in selecting the Goods; and
d) the Customer has checked the Goods for suitability, functionality, completeness, and any performance values or specifications given by the Company.
3.1 Documentation referring to the Goods, such as illustrations, diagrams and area/dimension measurements are approximations unless specifically marked as binding.
3.2 All cost estimates, diagrams, plans and other documents including product specification documents, photographs and product information (including without limitation the Manufacturer's Specifications) are the property of the Company and/or manufacturer and are copyright protected.
3.3 All prices must be agreed upon in writing.
3.4 Samples and models are provided for illustrative and viewing purposes only. Minor deviations from the sample in terms of size quality, weight and colour may occur.
4.1 Payment must be made in full, without any deduction or discount other than as stated in these Terms or in the relevant invoice or statement to the Customer.
4.2 Subject to 4.3, payment must be made in cash or cleared funds at the time of order.
4.3 Where requested, the Company may, in exercise of its sole discretion, agree to accept deferred payment from the Customer secured by means of a Payment Security. In this case the Customer must pay or reimburse the Company for all costs incurred by reason of acceptance of such Payment Security including, without limitation, the costs of calling on and/or enforcing same.
4.4 Unless otherwise agreed, prices are inclusive of Landing Costs.
4.5 The Customer is liable for all delivery and insurance costs from the Company to the Customer.
4.6 If payment is not made at the time of order and there is an increase in the cost of the Goods to the Company (including, without limitation, arising from currency fluctuations, increases in Landing Costs, etc) between the date of the order and the date of payment, the Company reserves the right to:
a) recover such increase from the Customer; and
b) seek additional Payment Security.
4.7 The Customer cannot set-off from any payment, any counter-claims that the Customer may have against the Company.
4.8 Interest is payable on all overdue accounts (including where realisation of any Payment Security is insufficient) calculated on a daily basis at the rate of interest equivalent to the Company’s financial institutions corporate unsecured overdraft rate as at the final date of payment plus 4%.
4.9 Subject to any Payment Security arrangement contemplated under this clause 4, where the Goods are received from the Manufacturer prior to delivery to the Customer, the Company reserves the right to retain the Goods until paid in full and to recover all costs associated with storing the Goods in the interim period.
5.1 Availability dates are estimates only, but the Company will use its best endeavours to maintain the respective estimated date of delivery.
5.2 The Company reserves the right to deliver the Goods in whole or by installments, as well as to deliver prior to the date for delivery and in such event the Customer must not refuse to take delivery of the Goods.
5.3 Any failure on the part of the Company to deliver installments within any specified time does not entitle the Customer to repudiate the Agreement with regard to the balance remaining undelivered.
5.4 Any failure or delay on the part of the Company to deliver installments of the Goods within any specified time does not entitle the Customer to reimbursement for any delay, costs, or any other associated costs, consequent loss or damage caused by the delay of delivery.
6.1 Legal and beneficial ownership of the Goods will not pass to the Customer until such time as the Goods have been paid for in full and delivery has been accepted by the Customer.
6.2 Until the amount payable in respect of the Goods has been paid in full in cash, cleared fund or pursuant to any Payment Security arrangement:
a) the Customer will hold the Goods as bailee only for the Company;
b) any monies received or income generated by the Customer (up to the amount owing to the Company) through the use of such Goods will be deemed to be received on trust for the Company; and
c) the Goods must be stored in such manner that they are readily distinguishable from other goods owned by the Customer or other persons, so as to clearly show that they are the property of the Company.
6.3 The processing and/or installation of the product will always be completed for the Company by the Customer. If the Goods have been combined with others which do not belong to the Company, then the Company will receive co-ownership of the new Goods in relation to the value of the product (final invoice amount including GST) to the other prepared/installed goods at the time of processing.
6.4 If the Goods have been combined with others which do not belong to the Company, then the Company will receive co-ownership of the new Goods in relation of the value of the product (final invoice amount including GST) to the other prepared/installed Goods at the time of processing. If it is the case that the larger percentage of the prepared Goods belongs to the Customer, the agreement still stands that the Customer enters into co-ownership with the Company. The same applies in the case of assembly.
7.1 The Goods are entirely at the risk of the Customer from the moment the Goods leave the Company's Premises (or if the Goods are directly shipped to the Customer, the first port of entry in Australia) even though property in, and title to, the Goods may not have passed to the Customer.
7.2 Where the Goods are yet to be paid for in full, then the Customer:
a) must at its own expense, maintain the Goods and insure them for the benefit of the Company for their full replacement value against theft, destruction, fire, water and other risks, as from the moment the Goods leave the Company’s Premises (or if the Goods are directly shipped to the Customer, the first port of entry in Australia) until property of the Goods has passed to the Customer;
b) is responsible for ensuring that the Goods are safely handled;
c) is responsible for the careful handling of the Goods. In particular, Goods must be protected from all possible theft and fire or water damage; and
d) acknowledges receiving and reading the Manufacturer's Specifications in relation to the care and use of the Goods. The Customer must take all reasonable measures to ensure that the Company's title to the Goods is in no way prejudiced. If any of the Goods are lost, destroyed or damaged, any insurance proceeds relating to the Goods in respect of such event that are received by the Customer, must be paid to the Company immediately on receipt.
8.1 The Customer has the right to sell Goods which are subject to retention of title, in its own name only at full market value and in the ordinary course of business.
8.2 Any sale by the Customer of Goods subject to a retention of title, whether in their original condition or incorporated into other goods, will only be effected by the Customer as trustee for the Company and the proceeds of such sale and the rights of the Customer against its customer arising from such sale will be held on trust for the Company. The said proceeds must be held in a separate account or otherwise clearly identified in the books and records for the Customer.
8.3 If the Customer resells any Goods then, unless the Goods are clearly identifiable by serial numbers or other distinguishing marks, the Customer is deemed to have disposed of the Goods in the chronological order of supply by the Company to the Customer (oldest to the most recent).
9.1 The Customer must examine the delivered Goods immediately upon receipt. Noticeable damage, quantity discrepancies or incorrect delivery must be reported to the Company immediately in writing and in any event, within seven (7) business days.
9.2 A claim for damage will only be accepted if the Customer has handled and stored the Goods properly and that all installation, laying, mounting or other further handling were completed according to the Manufacturers Specifications.
9.3 Slight colour or other surface alterations (including micro dimples) present in the Goods as well as other deviations in appearance from any samples, pictures, illustrations or photographs which do not negatively influence the function are not considered defects. The effects of ageing and/or weathering are not considered defects.
9.4 Unless the Customer has inspected the Goods and given written notice to the Company within the time stipulated at clause 9.1 that the Goods are defective, do not comply with the relevant specifications or descriptions, or that the Goods are faulty or damaged, the Goods are deemed to have been accepted in good order and condition and compliant with those specifications and descriptions.
a) the Goods are not paid for in accordance with these Terms or any other applicable written agreement; or
b) the Customer is in breach of any provision of these Terms and such breach is not remedied with fourteen (14) days of a request by the Company to do so; or
c) the Company receives notice that, or reasonably believes that a third party may attempt to take possession of the Goods or attach the Goods pursuant to a writ of execution; or
d) any other event occurs which is likely to adversely affect the Customer's ability to pay for the Goods (including but not limited to the appointment of a receiver, administrator, liquidator or similar person [each an "insolvency representative"] to the Customer's undertaking), then the Company may at any time thereafter, without notice to the Customer and without prejudice to any other rights which it may have against the Customer, terminate any Agreement relating to the Goods and the bailment referred to in clause 6.2.
In any of the circumstances referred to in clause 10, the Customer:
a) authorises the Company by itself, its agents or representatives at all reasonable times, without notice, to enter onto and at all necessary time(s), to remain in and on any premises where the Goods are located in order to collect the Goods, without being guilty of any manner of trespass;
b) assigns to the Company all the Customer's rights to enter onto and remain in and on such premises until all the Goods have been collected; and
c) must bear or reimburse the Company on a full indemnity basis for all costs and expenses of collecting the Goods and returning the Goods to the Company's Premises or such other location as the Company determines.
In any of the circumstances referred to in clause 10:
a) neither the Customer nor its insolvency representative is entitled to sell, charge, remove, dispose of, use or otherwise deal with the Goods in any way inconsistent with the Company's ownership of the Goods, without the Company's prior written approval;
b) the Customer and its insolvency representative are obliged to return the Goods to the Company immediately or immediately on his appointment at his expense; and
c) the insolvency representative will become personally liable to the Company on a full indemnity basis in respect of any dealings with or use of the Goods by the Customer or the insolvency representative occurring after the date of appointment of the insolvency representative and must account to the Company or reimburse the Company for all monies received as a result of such dealings or use of the Goods.
13.1 GST is not included in the quoted price unless stated otherwise in the relevant quote, tender, invoice or the like.
13.2 Where GST is imposed on the Company in respect of the supply of the Goods then the Customer must pay the Company the amount of such GST in addition to the quoted price unless stated otherwise.
13.3 The Company must give the Customer written notice of the amount of any GST payable in respect of the supply of the Goods and provide a tax invoice showing the amount of GST payable.
14.1 Subject to clauses 14.2 to 14.4 and clause 15.7 these Terms do not affect any rights conferred by the Competition and Consumer Act 2010.
14.2 The Customer indemnifies and keeps the Company indemnified from and against all losses, expenses, claims and demands (including but not limited to legal fees and disbursements on a solicitor-client basis), incurred, suffered or made against the Company in connection with:
a) any conduct by the Company or its employees or agents, or
b) any representation, description, undertaking, warranty or promise in relation of the Goods, whether express or implied, other than as contained in these Terms, unless the Customer has specifically notified the Company in writing before the date of the Agreement of such conduct, representation, description, undertaking, warranty or promise and the Customer's reliance on it.
14.3 The Company is not subject to, and the Customer releases the Company from any liability (including but not limited to Consequential Loss or Damage) arising from any delay in delivery or provision or fault or defect in the Goods. The Customer acknowledges that the Company is not responsible if the Goods do not comply with any applicable safety standard(s) or similar regulation(s), and that the Company is not liable for any claim, cost, damage or demand resulting from such non-compliance.
14.4 If any statutory provisions under the Competition and Consumer Act 2010 or any other statute(s) apply to the Agreement then, to the extent to which the Company is entitled to do so, the Company's liability under the statutory provisions is limited, at the Company's option, to:
a) replacement or repair of the Goods; or
b) supply of equivalent Goods; or
c) payment of the costs of having a third party including the Manufacturer provide the Goods, and in any case, the Company will not be liable for any Consequential Loss or Damage or any other direct or indirect loss or damage.
15.1 The Company warrants that the Goods will be supplied new and in an undamaged condition.
15.2 The Customer acknowledges and agrees that:
a) all technical data supplied by the Company and/or Manufacturer in relation to the Goods are approximates only unless advised otherwise and are subject to alterations by the Company and/or manufacturer without notice;
b) it is satisfied from its own enquiries that the specification of the Goods is correct and appropriate for the purpose required by the Customer; and
c) any performance values or specifications given by the Company are estimates only and the Company is under no liability for damages for failure of the Goods to attain such values or meet such specifications.
15.3 On discovery of any defect in the Goods, the Customer must immediately notify the Company in accordance with clause 9 in writing of such defect. The Customer must not carry out any remedial work to the Goods that is alleged to be defective without first obtaining the written consent of the Company to do so.
15.4 The above warranty extends only to the Customer and to no other person.
15.5 The provisions of any act or law (including but not limited to the Competition and Consumer Act 2010) implying terms, conditions and warranties, or any other terms, conditions and warranties which might otherwise apply to or arise out of the Agreement in relation to the Goods are hereby expressly negatived and excluded to the full extent permitted by law.
15.6 The Customer expressly acknowledges and agrees that it has not relied on, and the Company is not liable for any advice given by the Company, its servants, agents, representatives or employees in relation to the suitability of the Goods for any purposes.
15.7 The Customer agrees that no warranty is provided by the Company in respect of Goods that have been modified after purchase.
15.8 The Customer agrees that no warranty is provided by the Company in respect of faulty workmanship during the installation process.
15.9 The Customer must provide the Company with a reasonable opportunity to inspect the alleged defective product in the event of a warranty claim. The Customer is not to discard to destroy the Goods prior to the Company’s inspection of the Goods.
16.1 Particulars in leaflets, catalogues, drawings, brochures and other printed material are illustrations only, form no part of the Agreement between the Company and the Customer, and are not binding on the Company.
16.2 All technical documents such as drawings, illustrations, descriptions, etc.(including, without limitation, to the Manufacturer's Specifications, are the exclusive property of the Company. They must not be made available to third parties, or copied, duplicated or used to reproduce any part of the Goods.
The Company will not be liable for any breach of contract due to any matter or thing beyond the Company's control (including but not limited to transport stoppages, transport breakdown, shipwreck, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention of public authority, explosion or accident.
No failure by the Company to insist on the strict performance of any of the terms in these Terms is a waiver of any right or remedy which the Company may have, and is not a waiver of any subsequent breach or default by the Customer.
Neither the Agreement nor any rights arising under the Agreement may be assigned by the Customer without the prior written consent of the Company which is at the Company's absolute discretion.
If any provision contained in these Terms is held by a court to be unlawful, invalid or unenforceable, the validity and enforceability of the remaining provisions are not affected.
The terms of contract between the parties are wholly contained in these Terms and any other writing signed by both parties. The Agreement is deemed to have been made at the Company's Premises in New South Wales and any cause of action is deemed to have arisen there.