Terms & Conditions

CONDITIONS OF SALE

  1. SELLER means PENTAGON FIRES and BUYER means the Buyer whose order for the purchase of goods or service is accepted by Seller.
  2. ACCEPTANCE OF BUYER’S ORDER: These terms and conditions shall apply to every sales contract and sale of goods or services (Goods and Services shall mean all goods or services supplied by the Seller to the Buyer from time to time (now and in the future) and includes all goods specified in the Seller’s quotation and/or invoices issued by the Seller to the Buyer and includes such of the goods or services as are delivered in installments) between Seller and Buyer; any terms and conditions of Buyer’s order deviating from or inconsistent with these terms and conditions are expressly rejected by Seller. This rejection also extends to any statement by Buyer that Buyer’s terms and conditions shall prevail and to any stipulation by Buyer as to the manner of declaring such rejection. A contract shall only be or be deemed to have been entered into between Seller and Buyer for the supply of goods and services when, upon an order having been placed upon Seller for goods or services, that order has been accepted by Seller. (Such acceptance of order may be made and communicated by Seller in writing or by overt act of acceptance.) The provisions of this Clause 2 shall apply to every quotation or offer by Seller for the supply of goods or services.
  3. PRICES: Quotations are to be treated as estimates only and subject to withdrawal, correction or alteration at any time before acceptance of Buyer’s order by Seller.
    PRICES ARE EX SELLER’S WAREHOUSE UNLESS OTHERWISE AGREED IN WRITING. GST IS ADDITIONAL TO ALL PRICES UNLESS OTHERWISE STATED.
  4. INSURANCE: Buyer is responsible to effect whatever insurance cover he requires at his expense.
  5. PAYMENT: One half (50%) progress payment to accompany official purchase order with further progress payments as outlined in quotation proposal and balance on completion or on advice from us that completed goods are ready for delivery. If Seller shall extend credit to Buyer, payment for all goods sold will be within Thirty (30) days from the last day for the month in which each delivery was made. Interest shall be payable by Buyer on all amounts overdue to Seller at the rate of Two (2) per centum per month. All recovery costs on overdue accounts are payable by Buyer.
  6. CONFIRMATION ORDERS: Confirmation orders must be marked as such by Buyer, if not Seller will consider Buyer’s order as original.
  7. CANCELLATION: Orders accepted by Seller cannot be countermanded or delivery deferred or goods returned except with the written consent of Seller and upon terms that reimburse and indemnify Seller against all loss including cartage, bank charges and other incidental expenses on any part of the order that is cancelled. Where Seller agrees to accept goods for return a re-stocking charge of 20% of the price of the goods returned may be made at Seller’s discretion.
    7A. ACCEPTANCE AND CLAIMS: Acceptance of the goods delivered shall be deemed for all purposes to have taken place at the expiration of seven (7) days from the date of each delivery.
  8. DELIVERY AND RISK:
    a. At Buyer’s cost to be effected if not in stock maximum 8-11 weeks from acceptance of this order schedule. Subject at all times to factors outside our control, holidays, fire, strikes, lockouts, other contingencies and in all cases subject to confirmation or alteration if and when offered order is accepted by us.
    b. Unless the Buyer has requested seller to make special delivery arrangements, the risk in respect of the goods shall pass the Buyer upon delivery to the Buyer’s premises or the nominated carrier’s depot. The Buyer shall provide or cause to be provided full and clear access for delivery and will at its own expense provide all necessary assistance in unloading the goods at the nominated place of delivery.
    c. Where the Buyer has requested special delivery arrangements (i.e. other than Seller delivering to premises of Buyer) risk in respect of goods shall pass to the Buyer upon the goods leaving the premises of Seller. Seller will not in any circumstances accept liability for damage, shortage or loss during transit.
    d. If delivery of the goods by Seller is delayed for a cause other than its own negligence the Buyer shall be liable for extra charges, losses or expenses incurred by Seller and the Buyer shall not be entitled to cancel this Contract by reason thereof
    e. The Seller shall have the right to discontinue delivery and also at its discretion to determine the contract in respect of any undelivered goods if the Buyer defaults in payment or if in the Company’s opinion the financial condition of the Buyer warrants such suspension of deliveries or determination..
  9. SPECIAL ORDERS: Buyer will place order in writing on Seller for non stock items. Seller will not accept return of non stock items unless manufacturer agrees to accept return from Seller. Seller may deduct transport handling and restocking charges of 20% of the price of the goods from the credit due to Buyer.
  10. RISK AND PROPERTY: The risk in the goods sold shall pass to Buyer at the point of delivery. This shall also apply to any partial delivery of goods. If delivery of goods is delayed due to any circumstances beyond the control of Seller the risk passes to Buyer on the day when the goods were first ready for consignment from the Seller’s warehouse and this day is to be regarded as date of delivery for purposes of payment in Clause 5. The property in the goods shall remain Seller’s until it has received in cash the total contract price. Seller may at any time recover the goods if they are in the Buyer’s possession and have access when requested to Buyer’s premises to secure recovery and resell the goods if any payment owed by the Buyer on any account is overdue.
  11. PERSONAL PROPERTY SECURITIES ACT
  1. The Buyer acknowledges:
    a. That the Transactions (including each and every future transaction) contemplated herein gives rise to a Security Interest in the Goods as Collateral under and for the purposes of the PPS Act;

b. That the Seller’s Security Interest in the Goods is effective and Attaches to the Goods immediately upon the Buyer taking delivery of the Goods;
c. That the Seller may register the Seller’s Security Interest on the PPS Register and the Buyer consents to such registration;
d. That the Seller may register the Seller’s Security Interest prior to the Attachment of the Seller’s Security Interest to the Goods Collateral;
e. That for the purposes of the PPS Act, the Goods are not Consumer Property but are Commercial Property (class for the purposes of the PPS Act – Other Goods) and Inventory;
(a) The Buyer hereby consents to the Seller taking all steps the Seller considers necessary or advisable to:
(i) Perfect. Maintain continuous perfection, protect, record or register, amend, improve, remove or end the registration of the Seller’s Security Interest in the Goods; and
(ii) Better secure the Seller’s Security Interest in respect of the Goods under the PPS Act
(b) The Buyer must:
(i) do everything including signing all documents and giving all consents to cause the Seller’s Security Interest to attach to the Goods Collateral immediately upon the signing of these Terms and Conditions or otherwise within the timeframes as specified in the PPS Act (if any) and the Buyer hereby appoints the Seller as the Buyer’s attorney for this purpose;
(ii) do everything including signing all documents and giving all consents to enable the Seller to register the Seller’s Security Interest within the time for so doing specified in the PPS Act and the Buyer hereby appoints the Seller as the Buyer’s attorney for this purpose;
(iii) do everything including signing all documents and giving all consents to enable the Seller to cure any defect in registration of the Seller’s Security Interest and the Buyer hereby appoints the Seller as the Buyer’s attorney of this purpose;
(iv) not raise any objection to or seek to set aside or have set aside the registration of the Seller’s Security Interest unless and until the Buyer has fully discharged its obligations under or in respect of the Seller’s Security Interest and, generally, the Transactions contemplated herein by;
(v) not grant or cause or permit to be granted any further Security Interest in relation to the Goods Collateral without the Seller’s prior written consent;
(vi) do everything including signing all documents and giving all consents to enable the Seller to enforce the Seller’s Security Interest;
and the Buyer hereby appoints the Seller as the Buyer’s attorney for the purposes of giving effect to the enforcement by the Seller’s obligations herein of the Seller’s Security Interest;
(c) The Buyer must immediately notify the Seller upon the happening of any Insolvency Event.
(d) The Buyer acknowledges that:
(i) the Seller’s Security Interest in the Goods is a Purchase Money Security Interest within the meaning of the PPS Act; and
(ii) if the Buyer sells any Goods or Services the Seller’s Security Interest in the Goods attaches to the Proceeds;
(iii) by accepting a quotation, providing the Seller with an order confirmation, making an order for supply of Goods or accepting a delivery of Goods from the Seller, the Buyer is adopting the Seller’s Terms and Conditions for the purposes of the PPS Act; and
(iv) to the extent that Goods are installed in or affixed to other goods by the Buyer, the Buyer’s Security Interest continues in the Accession.
For the purposes of this clause:
“Attaches” has the meaning given in section 19 of the PPS Act, and “Attached “and “Attachment” have the corresponding meanings.
“Collateral has the meaning given in section 10 of the PPS Act and refers to the Goods, and includes, without limitation, any Accession thereto or Proceeds thereof.
“Seller’s Security Interest” means the Security Interest in the Goods contemplated by these Terms and Conditions.
“Consumer Property” and “Commercial Property” have the meaning given in section 10 of the PPS Act.
“Insolvency Event” means any of the following events – a Statutory Demand issuing under section 459E of the Corps Act in respect of the Buyer, an application wind up the Buyer whether on a voluntary or involuntary basis, a proposed resolution to wind up the Buyer, a proposal to appoint an administrator to or to execute a Deed of Company Arrangement in respect of the Buyer, an application for a Sequestration Order under Division 2 of the Bankruptcy Act against the Buyer, or a presentation of a Debtors Petition under Division 3 of the Bankruptcy Act by the Buyer,
“Inventory” has the meaning given in the PPS Act.
“PPS Act” means the Personal Properties Securities Act 2009 (Cth).
“PPS Register” means the Personal Property Security Register established under the PPS Act.
“Proceeds” has the meaning given in the PPS Act.
“Register” means to register a Security Interest on the PPS Register and “Registration” has a corresponding meaning.
“Security Interest” has the meaning given in section 12 of the PPS Act.
“Transactions” includes all future supplies of Goods by the Company to the Buyer

  1. DELIVERY TIME: Seller may deliver the goods by installments or partial shipments and Buyer will accept each delivery. Requirements of Buyer shall not be a condition or of the essence of the contract. Seller shall be under no liability for direct or consequential loss or damage to Buyer arising from delay or postponement in delivery.
  2. WARRANTY:
    13.1 The benefits under this warranty are provided in addition any warranty or guarantee imposed by law and in particular the guarantees implied by the Competition and Consumer Act 2010 (Cth). In no way does this clause seek to exclude or limit any right or remedy you have in law. However, to the extent that it is permitted by law any other warranties or guaranties are excluded.
    13.2 The Seller warrants that the Goods will be free from defects in material and workmanship for 12 (twelve) months from delivery (the “Seller Warranty”) provided the Buyer has commenced using the Goods within 3 (three) months from date of delivery, unless the Goods are, at the expense of the Buyer, inspected and approved by the Seller’s engineers, in which case the warranty shall continue for the balance of the initial 12 (twelve) month period.
    13.3 The Seller Warranty shall not cover claims where:
    (a) the Goods have been subjected to abnormal conditions, whether of temperature, humidity, pressure, stress or otherwise;
    (b) the Goods have not been used, installed or maintained in accordance with the Seller’s instructions or specifications or have been misused, abused, neglected or have been involved in an accident;
    (c) the Goods have been affected by corrosion, erosion or normal wear and tear;
    (d) accessories or spare parts used in connection with the Goods have not been manufactured or approved by the Seller;
    (e) unauthorized repairs or alternations have been made to the Goods; or
    (f) there is a failure of goods or parts not manufactured by the Seller and where such goods or parts are warranted or guaranteed by its manufacturer or supplier those guaranties or warranties whether express or implied are assigned to whom the goods are supplied.
    13.4 Should the Buyer wish to make a claim under this clause the Buyer is required to first notify the Seller (care of 25 Glenville Drive, Melton, VIC, 3337 Australia ph: 1300 297 226 email: sales@pentagonfires.com.au ) within the warranty period defined above. The Seller will pay the Buyer’s reasonable, direct expenses of claiming under this clause. The Buyer should submit proof of any such expense to the Seller for consideration.
    13.5 The warranty contained in this clause is provided in addition to other rights and remedies you as the Buyer have under law. Our Goods come with Guarantees that cannot be excluded under the Australian Consumer Law You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure. All conditions and warranties implied by law or statute are hereby otherwise expressly excluded and negatived so far as legally possible. The Seller is not otherwise liable for any direct, indirect or consequential loss, costs or damage howsoever arising or occurring, whether founded in tort, contract, statute or otherwise to the extent permitted by law..
  3. NO IMPLIED SERVICE: The Buyer acknowledges that excepting as provided by law this agreement does not entitle the Buyer to demand to receive from us any site inspection or service of the goods supplied, delivered and installed if applicable. If the Buyer does require our services in respect of site inspection and service of the goods, the subject of this agreement, then the Buyer should arrange with us to enter a separate agreement in respect of the same. In the event that no separate agreement in relation to site inspection and service is required by the Buyer, then the Buyer acknowledges that in the event of the goods supplied requiring to be serviced or inspected due to breakdown or otherwise, then the Buyer shall rely solely on any benefit in respect of same provided by the manufacturer.
  4. AGREED USE: The Buyer acknowledges that the matters set out in the schedule hereto are a true description of the purposes for which the goods purchased hereby are to be applied in respect of work required to be performed by such goods that the Buyer may forfeit any rights if any he may have against ourselves for the supply of the subject goods if they are applied to any other use. The Buyer forfeits any right or claim against the Seller if any alteration to the goods sold or quoted is carried out without the Seller’s written consent. The Buyer further acknowledges sole responsibility for any damage or injury to property or persons caused by using the sold goods to pump or transfer hazardous or toxic fluids or substances.
  1. REPAIRS: Goods returned by Buyer to Seller for repair will be free of all charges to Seller and at Buyer’s risk.
  2. VARIATION BY BUYER: Should there be any variation in details, sizes and quantities, delivery instructions or any other item or matter on which the quotation or invoice is based Seller reserves the right to revise and amend the contract price accordingly.
  3. COUNCIL APPROVAL: Our quotation makes no allowances for building or development application or fees to Council or relevant approvals for use required by Council or Government codes. Responsibility is solely on the Buyer for such approvals for the goods and their installation or use.
  4. CLERICAL ERRORS: Clerical errors in computations, typing or otherwise of catalogue, quotation, acceptance, offer, invoice, delivery docket, credit note, specification of Seller shall be subject to correction.
  5. DESCRIPTION AND SPECIFICATIONS:
    (a) Whilst Seller endeavors to ensure their accuracy, the descriptions, illustrations and material contained in any catalogue, price list, brochures, leaflets or other descriptive matter provided by or on behalf of the Seller represent the general nature only of the items described therein and, save where the company has accepted an order for goods specified as so described or illustrated, shall not form any part of any order or agreement or amount to any representation or warranty and, save as aforesaid, the use of such description or illustration shall not constitute a contract of sale by description. The Seller reserves the right to modify the design of goods without notice.
    (b) Unless otherwise agreed the Seller may make any alteration or departure from any specification or design subject to no substantial deviation from the specified performance being caused hereby, and without incurring any obligation to make equivalent changes to any product previously supplied.
  6. WAIVER: Failure by the Seller to enforce any of the contract terms shall not be construed as a waiver of any of the Seller’s rights hereunder or a waiver of a continuing breach.
  7. The contract is only between you and us. No interference to the performance of this contract by a third party, e.g. union, will be tolerated by either party. Where on-site work is included in this contract, the Seller shall be solely responsible to the Buyer and/or his agent for directions, orders, measurements, set-outs, liaison with other trades and delivery times. Such directions shall not be interfered with by any other parties such as union officials and their agents, other trades, property owners or tenants, and the Buyer agrees that the Seller shall not be held responsible for any decision or disruption caused by such parties. Unrestricted access to site during normal business hours for deliveries and/or site works is to be assured.
  8. MODIFICATIONS: All modifications and amendments to these Terms and Conditions shall be in writing and if otherwise shall not be binding upon Seller.
  9. If any of the provisions of this contract are unlawful or invalid by reason of any applicable statute or rule of law, then such provision shall be severed from the rest of this contract which shall remain valid and binding on the parties.
  10. CONFIDENTIALITY
    Subject to Section 275(7) of the PPS Act, neither party will disclose information of the kind mentioned in Section 275(1) of the PPSA.
  11. ENFORCEMENT OF SECURITY INTEREST
    If Chapter 4 of the PPSA would otherwise apply to the enforcement of the security interest created under this Contract, the Buyer agrees that the following provisions of the PPSA will not apply:
    a. Section 95 (notice of removal of accession), to the extent that it requires the Seller to give a notice to the Buyer;
    b. Section 121(4) (enforcement of liquid assets – notice to Grantor);
    c. Section 130 (notice of disposal), to the extent that it requires the Seller to give a notice to the Buyer’;
    d. Paragraph 132(3)(d) (contents of statement of account after disposal);
    e. Subsection 132(4) (statement of account if no disposal);
    f. Section 135 (notice of retention);
    g. Section 142 (redemption of collateral); and
    h. Section 143 (reinstatement of security agreement).
  12. NOTICES UNDER THE PPS ACT
    The Seller does not need to give the Buyer any notice under the PPSA (including a notice of a verification statement) unless the notice is required by the PPSA and that requirement cannot be excluded