General Terms and Conditions of Sale of Goods

The supply of Goods by Wide Bay Drones (ABN 85 653 130 682) to the Buyer is subject to these General Terms and Conditions of Sale (Terms).

  1. Definitions and interpretation

Buyer means any person or persons, company or business entity to whom the Seller sells or supplies, or proposes to sell or supply, Goods, referred to in these Terms as “you”, and “your”.

Contract means this Sales of Goods Contract.

Goods means the products and, if any, services specified in the invoice.

GST means Goods and Services Tax or other tax that is substituted or replaces the GST tax.

Invoice means the invoice relating to the sale and purchase of Goods.

Seller means Wide Bay Drones who is referred to in these Terms as “we”, “us” or “our”.

  • This Agreement shall be interpreted and construed in accordance with the laws of Queensland. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Queensland.
  • We accept your order on these Terms which constitute the entire agreement between the us and the you and it is expressly agreed that there are no other understandings, representations or warranties of any kind (express or implied) forming part of these Terms.
  • If one or more of these Terms is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms which will remain valid and enforceable.
  1. Terms of sale

2.1     By accepting these Terms by conduct such as paying our invoice or accepting the supply of the Goods, you acknowledge and agree that you have had sufficient chance to read and understand these Terms and you agree to be bound.

2.2     We do not accept any conditions of purchase which you may state in any communications with us which may contradict these Terms.

  1. Invoicing and price

3.1     Unless otherwise stated all prices quoted by us are exclusive of Goods and Services Tax (GST).

3.2     Prices quoted are calculated at the date of issue of a relevant invoice and may include rates provided by third party providers. These third party rates include the cost of freight, insurance, customs duties, exchange, shipping expenses, sorting and stacking charges, cartage, cost of materials and other charges affecting the cost of production.

3.3     All payments must be made in Australian Dollars.

3.4     The purchase price for the Goods plus GST where applicable is payable on the day of our invoice unless other terms of payment are agreed in writing between the parties.

3.5     We are not required to deliver the Goods until you have paid the Price in full.

3.6     In the event of an outstanding invoice you agree to be liable for all expenses and legal costs incurred by us in collection of the price if you fail to pay on the due date.

3.7     You must pay all amounts due under these Terms in full without any deduction or withholding except as required by law and you are not entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

  1. Advertising material and performance

4.1     Any descriptions, illustrations and performances contained in catalogues, price lists and other advertising matter are guide only do not form part of these Terms, and it is your responsibility to ensure that all goods are appropriate for your use and intended purpose

4.2     Any performance figures we may give are estimates only. We are under no liability for damages for failure of the Goods to attain such figures unless specifically guaranteed in writing. Any such written guarantees are subject to the recognised tolerances applicable to such figures.

4.3     Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part.

  1. Delivery

5.1     You agree to pay the costs of delivering Goods to us which is not included in the price of the Goods.

5.2     While we will endeavour to have the Goods delivered to you by any estimated time frame, any delivery times made known to you are approximate, estimates only and we are not liable for delivery outside of any estimates and time is not of the essence in respect of delivery.

5.3     You agree that we will not be liable for any loss, damage or delay occasioned to you or your customers arising from late or non-delivery of the Goods.

5.4     Where the Goods comprise more than one item, we may at our option deliver the Goods to you in any number of installments.

5.5     If we deliver any of the Goods by instalments, and any one of those instalments is defective for any reason:

(a)      this does not constitute a repudiation of the contract of sale formed by these Terms; and

(b)      the defective instalment is a severable breach that gives rise only to a claim in respect of that instalment.

5.6     We reserve the right to invoice you for the cost of any special packing and packing materials used in relation to the Goods, which you agree to pay.

5.7     We agree to arrange for the delivery of the Goods to the address you have supplied to us, unless agreement is otherwise made for you to collect the Goods.

5.8     We are not liable for any error made by you in providing an incorrect or incomplete address.

  1. Loss or damage in transit

6.1     We are not responsible to you or any person claiming through you for any loss or damage to Goods in transit caused by any event of any kind or by any person.

6.2     We agree to provide you with such assistance as may be reasonably necessary to institute claims against a carrier for damages to Goods in transit so long as you:

(a)      have notified us and the carrier in writing immediately after loss or damage is discovered by you on receipt of Goods; and

(b)      serves a claim for compensation on the carrier within 3 days of the date of receipt of the Goods.

  1. Guarantees provided to you

7.1     Our Goods come with warranties and guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or a 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.

7.2     Where permitted, we reserve our right to extend the warranty we receive from our suppliers to you.

  1. Limitation of liability and indemnity

8.1     Our liability for a breach of a condition or warranty implied by the Australian Consumer Law is excluded where permitted by law or limited to, any one or more of:

(a)     the replacement of the Goods or the supply of equivalent goods;

(b)      the repair of the Goods;

(c)      the payment of the cost of replacing the Goods or of acquiring equivalent goods; and

(d)      the payment of the cost of having the Goods repaired;

and in any event must not exceed the price paid by you for the Goods.

8.2     You agree to indemnify us against any loss, claim, demand, liability, damage or expense incurred by the Buyer or any third party arising out of or in connection with:

(a)      any misuse of the Goods;

(b)      any handling, storage or transport of the Goods;

(c)      any act, omission or negligence of you in respect of the Goods;

(d)      any breach by you of these Terms or the manufacturers conditions of use;

(e)      any representation by us as to how the Goods may be used; and

(f)      any death or injury to any person due, either in whole or in part, to your act, omission or negligence.

8.3     You agree that we will not be liable to you for:

(a)      losses arising from the supply, partial supply, non-supply or delay in supply of the Goods;

(b)      loss or damage arising from recommendations and suggestions provided to you;

(c)      loss or damage if the Goods are not fit for your intended purpose;

(d)      loss or damage to the Goods arising out of the act, omission or negligence of the you or your agent or representative;

(e)      loss or damage due to your misuse or mis-storage of the Goods; or

(f)      loss or damage due to your negligent handling of the Goods;

(g)      physical or financial injury, loss or damage or for special, indirect or consequential loss or damage of any kind arising out of the supply or your operation of the Goods, including without limitation, loss of profits and damage suffered as a result of claims by any third party, such as your customer.

8.4     Except as provided in these Terms, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the Goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded.

8.5     We shall not be liable to you for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the Goods or failure to perform any terms of this contract where such delay or failure is caused directly or indirectly by an act of God, inclement weather, failure or shortage of power supplies, shortages of goods or services, flood, drought, lightning, fire, strike, lock-out, trade dispute or labour disturbance, war, terrorism, quarantine, pandemic, epidemic, any act or omission of Government, or other competent authority, production, or supply or non-supply of services by third parties.

  1. Inspection & acceptance of Goods

9.1     We do not accept returns for change of mind.

9.2     It is your responsibility when ordering to ensure the Goods ordered conform to your requirements and are suitable and sufficient for your purpose; and to inspect the Goods on delivery or collection.

9.3     In the event that you consider the Goods to be faulty, defective or otherwise unacceptable, you must first notify us in writing of the precise nature of the fault or defect.  We may be contacted at:

9.4     We agree to respond to your request within 14 days.

9.5     In the event we request that you send to us the Goods for our inspection, you are responsible for all delivery costs; and you agree to bear the risk and cost of returning the Goods.

9.6     If you identify any damages or shortages, you must inform us in writing within 7 days of delivery, providing details.

9.7     Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.

9.8     We will be under no liability or further obligation in relation to the Goods if:

(a)      you fail to provide notice as set above; and/or

(b)      you makes any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or

(c)      the defect arises because you did not follow our or the manufacturer’s instructions about the storage, use and maintenance of the Goods; and/or

(d)      the defect arises from normal wear and tear of the Goods; and/or

(e)      the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.

  1. Risk & Title

10.1   The risk in the Goods will pass to you at the time we provide the goods to the carrier for dispatch to you.

10.2   Title in the Goods passes to you upon us receiving payment in full in cleared funds for the Goods purchased.

  1. Prepayments and cancellation

11.1   No order which has been accepted by us may be cancelled by you except with our agreement in writing on the terms that you must indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by us as a result of such cancellation.

11.2   Where the Goods ordered by you are with our supplier or not otherwise in our possession, we may request a prepayment from you.

11.3   In the event that we elect to cancel the order of Goods for which you have made a prepayment, we agree to refund the amount prepaid by you.

11.4   In the event that you elect to cancel the order of Goods for which you have made a prepayment, we reserve the right to, at our absolute discretion:

(a)      enforce the purchase of the Goods by you; or

(b)      not deliver the Goods to you and retain a portion of the prepayment for the reasonable administrative and other related costs incurred by us associated with arranging and cancelling the order for the Goods the subject of the prepayment.

  1. Dispute Resolution

12.1   If a dispute arises in respect of, or in connection with the Goods or these Terms, before any proceeding can be commenced in a Tribunal or Court, the party claiming that a dispute has arisen must give the other party written notice setting out the dispute and allow 14 days’ notice for the other party to respond.

12.2   If after 14 days’ the dispute is not resolved then it must be referred to mediation and the costs of the mediation shall be paid by the parties equally. If the parties cannot mutually agree on a mediator within 7 days, then the parties must ask that the President of the Law Society of Queensland to appoint a mediator.

12.3   If either party refuses to engage in mediation or the parties cannot mutually resolve the dispute at mediation or within 10 Business Days from the date of mediation, then either party may commence proceedings in a Tribunal or Court of competent jurisdiction in the Jurisdiction specified in this Agreement.

12.4   Nothing in this clause will prevent either party from seeking urgent interlocutory relief.

  1. Use of information you supply to us

13.1   You acknowledge that in the course of interacting with us, you may provide personal information, including name, address, email address, telephone number and other identifying or contact information (Your Information).

13.2   You agree to us collecting, using and disclosing Your Information for various purposes, including to:

(a)      assess your creditworthiness;

(b)      supply to third parties or the purpose of assessing your credit worthiness;

(c)      supply the Goods to you and for the management of any account you have with us;

(d)      communicate with you about the Goods which we or our partners or affiliates may provide to you;

(e)      implement these terms and conditions; and

(f)      comply with the law.