2.1 “AC Select” means AC Select Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of AC
2.2 “Buyer” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more than one Buyer
is a reference to each Buyer jointly and severally.
2.3 “Goods” means all Goods or Services supplied by AC Select to the Buyer at the Buyer’s request from time to time (where the
context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
2.4 “Price” means the Price payable for the Goods as agreed between AC Select and the Buyer in accordance with clause 4 below.
3.1 The Buyer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if
the Buyer places an order for or accepts delivery of the Goods.
3.2 These terms and conditions may only be amended with AC Select’s consent in writing and shall prevail to the extent of any
inconsistency with any other document or agreement between the Buyer and AC Select.
3.3 The Customer acknowledges and accepts that the supply of Goods for accepted orders may be subject to availability and if, for any
reason, Goods are not or cease to be available, AC Select reserves the right to vary the Price with alternative Goods as per clause
4.2. AC Select also reserves the right to halt all Services until such time as AC Select and the Customer agree to such changes.
3.4 Where AC Select gives advice, recommendations, information, assistance or service to the Buyer or the Buyers agent, regarding
the Goods or Services then it is given in good faith and AC Select shall not be liable in any way whatsoever for any damages,
losses or costs however arising resulting from the Buyer relying on the same.
4. Change in Control
4.1 The Buyer shall give AC Select not less than fourteen (14) days prior written notice of any proposed change of ownership of the
Buyer and/or any other change in the Buyer’s details (including but not limited to, changes in the Buyer’s name, address, contact
phone or fax number/s, or business practice). The Buyer shall be liable for any loss incurred by AC Select as a result of the Buyer’s
failure to comply with this clause.
5. Price and Payment
5.1 At AC Select’s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by AC Select to the Buyer; or
(b) the Price as at the date of delivery of the Goods according to AC Select’s current price list; or
(c) AC Select’s quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation or otherwise for a
period of thirty (30) days.
5.2 AC Select reserves the right to change the Price if a variation to AC Select’s quotation is requested. Any variation from the plan of
scheduled Services or specifications of the Goods (including, but not limited to, any variation as a result of increases to AC Select
in the cost of taxes, levies, materials and labour or where additional Services are required due to the discovery of hidden or
unidentifiable difficulties including, but not limited to, limitations to accessing the site, safety considerations, prerequisite work by
any third party not being completed or hidden pipes and wiring in walls etc) which are only discovered on commencement of the
Services) will be charged for on the basis of AC Select’s quotation and will be shown as variations on the invoice.
5.3 At AC Select’s sole discretion a deposit may be required.
5.4 Time for payment for the Goods being of the essence, the Price will be payable by the Buyer on the date/s determined by AC
Select, which may be:
(a) on delivery of the Goods;
(b) before delivery of the Goods;
(c) the date which is seven (7) days following the date of any invoice given to the Buyer by AC Select; or
(d) the date which is fourteen (14) days following the date of any invoice given to the Buyer by AC Select; or
(e) the date which is thirty (30) days following the date of any invoice given to the Buyer by AC Select; or
(f) by way of instalments/progress payments in accordance with AC Select’s payment schedule; or
(g) the date specified on any invoice or other form as being the date for payment.
5.5 Payment may be made by cash, bank cheque, electronic/on-line banking, Visa or Mastercard or by any other method as agreed to
between the Buyer and AC Select.
5.6 Unless otherwise stated the Price does not include GST. In addition to the Price the Buyer must pay to AC Select an amount equal
to any GST AC Select must pay for any supply by AC Select under this or any other agreement for the sale of the Goods. The
Buyer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Buyer pays
the Price. In addition the Buyer must pay any other taxes and duties that may be applicable in addition to the Price except where
they are expressly included in the Price.
6. Delivery of Goods
6.1 Delivery (“Delivery”) of the Goods is taken to occur at the time that:
(a) the Buyer or the Buyer’s nominated carrier takes possession of the Goods at AC Select’s address; or
(b) AC Select (or AC Select’s nominated carrier) delivers the Goods to the Buyer’s nominated address even if the Buyer is not
present at the address.
6.2 At AC Select’s sole discretion the cost of delivery is either included in the Price or is in addition to the Price.
6.3 The Buyer must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the event that the
Buyer is unable to take delivery of the Goods as arranged then AC Select shall be entitled to charge a reasonable fee for redelivery
6.4 AC Select may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with
the provisions in these terms and conditions.
6.5 Any time or date given by AC Select to the Buyer is an estimate only. The Buyer must still accept delivery of the Goods even if late
and AC Select will not be liable for any loss or damage incurred by the Buyer as a result of the delivery being late.
7.1 Risk of damage to or loss of the Goods passes to the Buyer on Delivery and the Buyer must insure the Goods on or before
7.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Buyer, AC Select is entitled
to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by AC Select is sufficient
evidence of AC Select’s rights to receive the insurance proceeds without the need for any person dealing with AC Select to make
7.3 If the Buyer requests AC Select to leave Goods outside AC Select’s premises for collection or to deliver the Goods to an
unattended location then such Goods shall be left at the Buyer’s sole risk.
7.4 The Buyer acknowledges and agrees that AC Select does not guarantee any noise levels (external or internal) and AC Select shall
not be held liable for any loss, damages, or costs, however resulting from noise levels.
8. Buyer’s Responsibilities
8.1 The Buyer acknowledges that it is their responsibility to ensure that all Goods, plant or equipment which AC Select is required to
supply are of the correct type, size, rating, standard, quality, colour and finish, conform with all relevant Australian standards and
local statutory requirements, and are as specified in the specifications, drawings and plans and therefore, the Buyer agrees to
indemnify AC Select against any costs incurred by AC Select in rectifying such errors if required.
9.1 AC Select and the Buyer agree that ownership of the Goods shall not pass until:
(a) the Buyer has paid AC Select all amounts owing to AC Select; and
(b) the Buyer has met all of its other obligations to AC Select.
9.2 Receipt by AC Select of any form of payment other than cash shall not be deemed to be payment until that form of payment has
been honoured, cleared or recognised.
9.3 It is further agreed that:
(a) until ownership of the Goods passes to the Buyer in accordance with clause 8.1 that the Buyer is only a bailee of the Goods
and must return the Goods to AC Select on request.
(b) the Buyer holds the benefit of the Buyer’s insurance of the Goods on trust for AC Select and must pay to AC Select the
proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
(c) the Buyer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business
and for market value. If the Buyer sells, disposes or parts with possession of the Goods then the Buyer must hold the proceeds
of any such act on trust for AC Select and must pay or deliver the proceeds to AC Select on demand.
(d) the Buyer should not convert or process the Goods or intermix them with other goods but if the Buyer does so then the Buyer
holds the resulting product on trust for the benefit of AC Select and must sell, dispose of or return the resulting product to AC
Select as it so directs.
(e) the Buyer irrevocably authorises AC Select to enter any premises where AC Select believes the Goods are kept and recover
possession of the Goods.
(f) AC Select may recover possession of any Goods in transit whether or not delivery has occurred.
(g) the Buyer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the
Goods while they remain the property of AC Select.
(h) AC Select may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods
has not passed to the Buyer.
10. Personal Property Securities Act 2009 (“PPSA”)
10.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to
it by the PPSA.
10.2 Upon assenting to these terms and conditions in writing the Buyer acknowledges and agrees that these terms and conditions
constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods that have previously been
supplied and that will be supplied in the future by AC Select to the Buyer.
10.3 The Buyer undertakes to:
(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-
to-date in all respects) which AC Select may reasonably require to;
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 9.3(a)(i) or 9.3(a)(ii);
(b) indemnify, and upon demand reimburse, AC Select for all expenses incurred in registering a financing statement or financing
change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged
(c) not register a financing change statement in respect of a security interest without the prior written consent of AC Select;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour
of a third party without the prior written consent of AC Select;
(e) immediately advise AC Select of any material change in its business practices of selling the Goods which would result in a
change in the nature of proceeds derived from such sales.
10.4 AC Select and the Buyer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these
terms and conditions.
10.5 The Buyer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
10.6 The Buyer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
10.7 Unless otherwise agreed to in writing by AC Select, the Buyer waives their right to receive a verification statement in accordance
with section 157 of the PPSA.
10.8 The Buyer must unconditionally ratify any actions taken by AC Select under clauses 9.3 to 9.5.
10.9 Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting
out of any of the provisions of the PPSA.
11. Security and Charge
11.1 In consideration of AC Select agreeing to supply the Goods, the Buyer charges all of its rights, title and interest (whether joint or
several) in any land, realty or other assets capable of being charged, owned by the Buyer either now or in the future, to secure the
performance by the Buyer of its obligations under these terms and conditions (including, but not limited to, the payment of any
11.2 The Buyer indemnifies AC Select from and against all AC Select’s costs and disbursements including legal costs on a solicitor and
own client basis incurred in exercising AC Select’s rights under this clause.
11.3 The Buyer irrevocably appoints AC Select and each director of AC Select as the Buyer’s true and lawful attorney/s to perform all
necessary acts to give effect to the provisions of this clause 10 including, but not limited to, signing any document on the Buyer’s
12. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
12.1 The Buyer must inspect the Goods on delivery and must within 24 hours of delivery notify AC Select in writing of any evident
defect/damage, shortage in quantity, or failure to comply with the description or quote. The Buyer must notify any other alleged
defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Buyer must
allow AC Select to inspect the Goods.
12.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied
guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms
and conditions (Non-Excluded Guarantees).
12.3 AC Select acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
12.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, AC Select makes no
warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the
Goods. AC Select’s liability in respect of these warranties is limited to the fullest extent permitted by law.
12.5 If the Buyer is a consumer within the meaning of the CCA, AC Select’s liability is limited to the extent permitted by section 64A of
12.6 If AC Select is required to replace the Goods under this clause or the CCA, but is unable to do so, AC Select may refund any
money the Buyer has paid for the Goods.
12.7 If the Buyer is not a consumer within the meaning of the CCA, AC Select’s liability for any defect or damage in the Goods is:
(a) limited to the value of any express warranty or warranty card provided to the Buyer by AC Select at AC Select’s sole discretion;
(b) limited to any warranty to which AC Select is entitled, if AC Select did not manufacture the Goods;
(c) otherwise negated absolutely.
12.8 Subject to this clause 11, returns will only be accepted provided that:
(a) the Buyer has complied with the provisions of clause 11.1; and
(b) AC Select has agreed that the Goods are defective; and
(c) the Goods are returned within a reasonable time at the Buyer’s cost (if that cost is not significant); and
(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.
12.9 Notwithstanding clauses 11.1 to 11.8 but subject to the CCA, AC Select shall not be liable for any defect or damage which may be
caused or partly caused by or arise as a result of:
(a) the Buyer failing to properly maintain or store any Goods;
(b) the Buyer using the Goods for any purpose other than that for which they were designed;
(c) the Buyer continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably
prudent operator or user;
(d) the Buyer failing to follow any instructions or guidelines provided by AC Select;
(e) fair wear and tear, any accident, or act of God.
12.10 In the case of second hand Goods, unless the Buyer is a consumer under the CCA, the Buyer acknowledges that it has had full
opportunity to inspect the second hand Goods prior to delivery and accepts them with all faults and that to the extent permitted by
law no warranty is given by AC Select as to the quality or suitability for any purpose and any implied warranty, statutory or
otherwise, is expressly excluded. The Buyer acknowledges and agrees that AC Select has agreed to provide the Buyer with the
second hand Goods and calculated the Price of the second hand Goods in reliance of this clause 11.10.
12.11 AC Select may in its absolute discretion accept non-defective Goods for return in which case AC Select may require the Buyer to
pay handling fees of up to twenty percent (20%) of the value of the returned Goods plus any freight costs.
12.12 Notwithstanding anything contained in this clause if AC Select is required by a law to accept a return then AC Select will only
accept a return on the conditions imposed by that law.
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13. Intellectual Property
13.1 Where AC Select has designed, drawn or developed Goods for the Buyer, then the copyright in any designs and drawings and
documents shall remain the property of AC Select.
13.2 The Buyer warrants that all designs, specifications or instructions given to AC Select will not cause AC Select to infringe any patent,
registered design or trademark in the execution of the Buyer’s order and the Buyer agrees to indemnify AC Select against any
action taken by a third party against AC Select in respect of any such infringement.
13.3 The Buyer agrees that AC Select may (at no cost) use for the purposes of marketing or entry into any competition, any documents,
designs, drawings or Goods which AC Select has created for the Buyer.
14. Default and Consequences of Default
14.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of
two and a half percent (2.5%) per calendar month (and at AC Select’s sole discretion such interest shall compound monthly at such
a rate) after as well as before any judgment.
14.2 If the Buyer owes AC Select any money the Buyer shall indemnify AC Select from and against all costs and disbursements incurred
by AC Select in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client
basis, AC Select’s collection agency costs, and bank dishonour fees).
14.3 Without prejudice to any other remedies AC Select may have, if at any time the Buyer is in breach of any obligation (including those
relating to payment) under these terms and conditions AC Select may suspend or terminate the supply of Goods to the Buyer. AC
Select will not be liable to the Buyer for any loss or damage the Buyer suffers because AC Select has exercised its rights under this
14.4 Without prejudice to AC Select’s other remedies at law AC Select shall be entitled to cancel all or any part of any order of the Buyer
which remains unfulfilled and all amounts owing to AC Select shall, whether or not due for payment, become immediately payable
(a) any money payable to AC Select becomes overdue, or in AC Select’s opinion the Buyer will be unable to make a payment
when it falls due;
(b) the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or
makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of
15.1 AC Select may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the
Goods are delivered by giving written notice to the Buyer. On giving such notice AC Select shall repay to the Buyer any money paid
by the Buyer for the Goods. AC Select shall not be liable for any loss or damage whatsoever arising from such cancellation.
15.2 In the event that the Buyer cancels delivery of Goods the Buyer shall be liable for any and all loss incurred (whether direct or
indirect) by AC Select as a direct result of the cancellation (including, but not limited to, any loss of profits).
15.3 Cancellation of orders for Goods made to the Buyer’s specifications, or for non-stocklist items, will definitely not be accepted once
production has commenced, or an order has been placed.
16. Privacy Act 1988
16.1 The Buyer agrees for AC Select to obtain from a credit reporting agency a credit report containing personal credit information about
the Buyer in relation to credit provided by AC Select.
16.2 The Buyer agrees that AC Select may exchange information about the Buyer with those credit providers either named as trade
referees by the Buyer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
(a) to assess an application by the Buyer; and/or
(b) to notify other credit providers of a default by the Buyer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with
other credit providers; and/or
(d) to assess the creditworthiness of the Buyer.
The Buyer understands that the information exchanged can include anything about the Buyer’s creditworthiness, credit standing,
credit history or credit capacity that credit providers are allowed to exchange under the Privacy Act 1988.
16.3 The Buyer consents to AC Select being given a consumer credit report to collect overdue payment on commercial credit (Section
18K(1)(h) Privacy Act 1988).
16.4 The Buyer agrees that personal credit information provided may be used and retained by AC Select for the following purposes (and
for other purposes as shall be agreed between the Buyer and AC Select or required by law from time to time):
(a) the provision of Goods; and/or
(b) the marketing of Goods by AC Select, its agents or distributors; and/or
(c) analysing, verifying and/or checking the Buyer’s credit, payment and/or status in relation to the provision of Goods; and/or
(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Buyer; and/or
(e) enabling the daily operation of Buyer’s account and/or the collection of amounts outstanding in the Buyer’s account in relation
to the Goods.
16.5 AC Select may give information about the Buyer to a credit reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Buyer;
(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.
16.6 The information given to the credit reporting agency may include:
(a) personal particulars (the Buyer’s name, sex, address, previous addresses, date of birth, name of employer and driver’s licence
(b) details concerning the Buyer’s application for credit or commercial credit and the amount requested;
(c) advice that AC Select is a current credit provider to the Buyer;
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(d) advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than sixty
(60) days, and for which debt collection action has been started;
(e) that the Buyer’s overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of any
default that has been listed;
(f) information that, in the opinion of AC Select, the Buyer has committed a serious credit infringement (that is, fraudulently or
shown an intention not to comply with the Buyer’s credit obligations);
(g) advice that cheques drawn by the Buyer for one hundred dollars ($100) or more, have been dishonoured more than once;
(h) that credit provided to the Buyer by AC Select has been paid or otherwise discharged.
17. Unpaid AC Select’s Rights
17.1 Where the Buyer has left any item with AC Select for repair, modification, exchange or for AC Select to perform any other service in
relation to the item and AC Select has not received or been tendered the whole of any moneys owing to it by the Buyer, AC Select
shall have, until all moneys owing to AC Select are paid:
(a) a lien on the item; and
(b) the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or
disposal of uncollected goods.
17.2 The lien of AC Select shall continue despite the commencement of proceedings, or judgment for any moneys owing to AC Select
having been obtained against the Buyer.
18.1 The failure by AC Select to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision,
nor shall it affect AC Select’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be
invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be
affected, prejudiced or impaired.
18.2 These terms and conditions and any contract to which they apply shall be governed by the laws of the state of Queensland in which
AC Select has its principal place of business, and are subject to the jurisdiction of the courts of Brisbane in that state.
18.3 Subject to clause 11 AC Select shall be under no liability whatsoever to the Buyer for any indirect and/or consequential loss and/or
expense (including loss of profit) suffered by the Buyer arising out of a breach by AC Select of these terms and conditions
(alternatively AC Select’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
18.4 The Buyer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Buyer by
AC Select nor to withhold payment of any invoice because part of that invoice is in dispute.
18.5 AC Select may license or sub-contract all or any part of its rights and obligations without the Buyer’s consent.
18.6 The Buyer agrees that AC Select may amend these terms and conditions at any time. If AC Select makes a change to these terms
and conditions, then that change will take effect from the date on which AC Select notifies the Buyer of such change. The Buyer will
be taken to have accepted such changes if the Buyer makes a further request for AC Select to provide Goods to the Buyer.
18.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm
or other event beyond the reasonable control of either party.
18.8 The Buyer warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do
so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.