Terms & Conditions
These standard terms and conditions apply to all sale of products or provision of services by Complete Office Supplies Pty Limited ABN 92 001 634 715 (“COS”) to any customer (“the Customer”).
- TITLE TO PRODUCTS
Until the purchase price of the products and all other sums due by the Customer to COS upon any account whatsoever have been paid or satisfied in full:
(a) the products shall remain the property of COS notwithstanding the delivery of the products and the passing of risk to the Customer;
(b) COS may at any time recover the products if they are in the Customer’s possession and re-sell the products if any payment owed by the Customer on any account is overdue;
(c) for the purpose of recovering the products, COS its servants or agents may enter upon the Customer’s or other premises upon which the products are located;
(d) the Customer shall possess all products on a fiduciary basis only; and
(e) the Customer has the right to dispose of the products in the course of its business for the account of COS and to pass good title to the products to its customer being a bona fide purchaser for value without notice of COS’s rights. If the products are on-sold prior to COS being paid in full then the sale proceeds are to be held in trust in a separate bank account by the Customer for COS.
(a) COS hereby limits the amount of its liability in the case where the products or services are not of a kind ordinarily acquired for business, personal, domestic or household use, at COS’s option, to:
(i) in the case of products, any one or more of the following:
(A) the replacement of the products or the supply of equivalent products;
(B) the repair of the products;
(C) the payment of the cost of replacing the products or of acquiring equivalent products; or
(D) the payment of the cost of having the products repaired,
(ii) or, in the case of services:
(A) the supplying of the services again; or
(B) the payment of the cost of having the services supplied again.
(b) Subject to the above and to the extent permitted by law, under no circumstances will COS be liable for any loss or damage to persons or property of any nature as a result, direct or indirect, of any defect, deficiency or discrepancy in products or services sold or supplied by COS. It is the Customer’s sole responsibility to ensure that the products or services supplied are sufficient and suitable for the purposes of the Customer.
(c) The Customer waives any claims, demands, causes of action or recoveries for punitive, exem¬plary, indirect or consequential damages arising under these terms and conditions, or otherwise with respect to the sale of products or services, and indemnifies COS for any lost revenues or profits, injury to persons or property, damage to business reputation, including any tort or statutory causes of action, in relation to the supply to it by COS of any products and services, including any liquor related products, which COS may supply to the Customer.
(d) The Customer’s liability to indemnify COS pursuant to clause 2(c) will be reduced to the extent that:
(i) the liability arises from COS’s, or COS’s personnel’s, wilful, negligent or other wrongful acts or omissions;
(ii) COS failed to take reasonable steps to mitigate against the liability incurred or suffered by COS; and
(e) The liability was not caused by an act or omission of the Customer or someone under the reasonable control or direction of the Customer. COS does not make any representation or warranty, or give any guarantee, in respect of any products or services it supplies except as described in clause 7.
(a) COS delivers products using a combination of dedicated COS drivers and 3rd party transport companies, depending on the Customer’s location. Furniture and technology products may be delivered to the Customer direct from the supplier. Delivery costs may be influenced by the size and weight of the product(s) and the Customer’s location. For online orders, delivery costs are calculated in the shopping cart and will be added to the order total before checkout. For all other orders, delivery costs are as specified in the quote provided to the Customer by COS. For products other than furniture or technology products, unless otherwise specified by COS, COS will endeavour to dispatch orders within 1 business day and delivery times are estimated at between 1 and 3 business days depending on the Customer’s location. Unless otherwise specified by COS, delivery times for furniture and technology products are estimated at between 1 to 3 weeks depending on the Customer’s location and Customer will be advised of the estimated delivery time at the time of order placement. COS does not give any guarantee with respect to delivery times.
(b) COS is not liable for any delay in delivery or non-delivery of products or services ordered or any unavailability of products or services ordered.
(a) COS is under no obligation to accept any order for products on credit. Without limiting COS’s discretion to refuse any order, COS may not accept an order for products on credit from a Customer until that Customer has submitted a credit application and that credit application has been approved by COS. Payment by approved customers is to be made within 30 days of the issue of invoice. Customers on the monthly billing program must pay within 15 days of the end of the calendar month of purchase in full.
(b) Interest at the rate of 1.5% per calendar month (or part thereof) will be charged on all overdue amounts, unless expressly waived by COS.
(c) Credit card payments or payments made via alternative checkout methods (such as PayPal, Afterpay etc.) will incur a fee.
- RECOVERY OF LEGAL COSTS AND COLLECTION EXPENSES BY COS
(a) In the event of non-payment of a valid tax invoice issued by COS, COS reserves the right to commence collection action and stop delivery of products and/or services.
(b) Legal action may include recovery of the whole debt including any and all legal costs and disbursements incurred by COS on a solicitor/client basis, and any collection expenses incurred.
(c) The Customer shall indemnify COS in respect of, and must pay to COS on demand, any costs and expenses incurred by COS in enforcing any charge, guarantee, mortgage, or other security, given by the Customer to COS, including and not limited to collection costs and expenses, legal costs incurred as a result of non-payment of a valid tax invoice issued by COS, court or tribunal issue fees, solicitor costs and expenses on a solicitor/client basis, witness expenses in relation to any defended action, barrister’s fees, expert witness fees if required, adjudicator’s expenses, and the like (“Collection Expenses”). The Customer agrees and acknowledges that such Collection Expenses do not constitute a penalty and are COS’s genuine and anticipated expenses incurred in the event that legal and/or collection action is commenced.
(d) The Customer shall also indemnify COS in respect of, and must pay to COS on demand, any taxes or stamp duties or other fees which may became due and payable in respect of any charge, guarantee, mortgage, or other security given by the Customer to COS.
- SPECIAL BUY INS
(a) Special buy-ins and customer specific stock are products sourced specifically or made specifically for the Customer. The Customer may be required to enter into a separate agreement with COS with respect to these products. These products are not returnable once ordered, except in the case of a breach by COS of its guarantee described in clause 7. The Customer warrants that any logos, photo¬graphs or other material provided by the Customer in connection with specific buy ins or customer specific stock do not infringe any rights, including but not limited to intellectual property rights (whether registered or not), of third parties and the Customer agrees to indemnify COS from any claims, liability or expense relating to any breach of this warranty.
(b) Where COS has purchased special buy ins or customer specific stock on behalf of the Customer for purchase by the Customer over time and the Customer does not comply with the agreed timeframe(s) for purchase (or 30-day notice from COS in the absence of an agreed timeframe) then at COS’s option any one or more of the following may apply:
(i) COS is entitled to charge a storage fee for such stock;
(ii)COS may invoice the Customer for the whole (or any part) of the stock; and
(iii) COS may arrange for the stock to be destroyed or otherwise disposed of, sold or used in the event that the Customer fails to pay for and collect or take delivery of the stock, and all costs so incurred shall be a debt due to COS by the Customer.
- OUR GUARANTEE
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.
- PROMOTIONS, CLEARANCE, OFFERS AND DISCOUNTS
(a) All specials, promotions, clearances, offers and discounted items are subject to their specific terms and conditions and are whilst stocks last unless otherwise indicated.
(b) No other discount is valid with any offer for clearance products or products that are sold as part of a clearance sale. These products are not returnable once ordered except where any products have been supplied by COS in contravention of the guarantees described in clause 7.
FURNITURE, TECHNOLOGY, PRINT AND PROMOTIONAL ITEMS
(a) For all furniture, technology, print and promotional items, the Customer may be required to pay to COS a deposit, as specified by COS in its absolute discretion to the Customer, and prior to COS processing the order(s) placed by the Customer.
(b) Any deposit paid by the Customer to COS is non-refundable, except in the case of a deposit paid for a product supplied by COS in contravention of the guarantees described in clause 7. The balance of the agreed price is to be paid by the Customer to COS as directed by COS, either prior to delivery and installation of the products, or otherwise in accordance with the terms of payment set out in clause 4 of these terms and conditions.
FURNITURE, TECHNOLOGY, PRINT AND PROMOTIONAL ITEMS RETURNS POLICY
(a) Except as permitted under clauses 10(b) of these terms and conditions, any product categorised as furniture, technology, print or promotional items is non-returnable. This includes:
(i) any requests for return for change of mind by the Customer;
(ii) where the products have been used for a purpose for which they are not intended; or.
(iii) where, due to neglect the products have been become unfit for purpose or damaged.
(b) Clause 10(a) does not apply to any product supplied by COS in contravention of the guarantees described in clause 7. If a Customer considers that COS has supplied any products categorised as furniture, technology, print or promotional items in contravention of the guarantees described in clause 7 then clauses 10(c) to 10(f) apply.
(c) If a Customer considers that COS has supplied any product categorised as furniture, technology, print or promotional items in contravention of the guarantees described in clause 7, without any admission of liability COS may elect to return the product to the manufacturer or manufacturer’s repair agent to determine the nature of the problem prior to any acceptance by COS of return or credit.
(d) Any claims for return or credit of products must be sought by the Customer within 14 working days of delivery of those products, otherwise clause 11(c) applies.
(e) COS may choose to repair products based on manufacturers policy or be sent to authorised repair agents advised by the manufacturer.
(f) A return authority must be sought and accepted by COS prior to return of any products.
(a) With respect to products (other than products that are categorised as furniture, technology, print or promotional items), damaged or defective products delivered after their “use by” or “best before date” or which are not otherwise in accordance with the Customer’s order or the guarantees described in clause 7 may be returned to COS within 14 days of delivery at no cost to the Customer. A return authority is required prior to return.
(b) With respect to products (other than products that are categorised as furniture, technology, print or promotional items, or products which are special buy ins, customer specific stock, specials, clearances, promotions, offers and discounted items), the Customer may obtain a credit (but not a refund) for that product as long as the product is returned within 14 days of delivery at the Customer’s cost in a saleable condition and in its original packaging.
(c) All products and services shall be deemed to have been accepted by the Customer as being in accordance with the relevant order and in conformity with the guarantees described in clause 7 unless notification to the contrary is received in writing by COS within 14 days of delivery. If the Customer wishes to return products after 14 days following delivery, then this will be at the sole discretion of COS and if COS agrees to provide a credit, a re-stocking fee may be deducted from the credit.
(a) The Customer confirms that, regardless of whether it is ordering directly through COSnet, through COS’s Customer Support or a COS sales representative, or through an integrated ordering system, all the details that it provides when placing an order and offer to purchase products are true and correct.
(b) The login details for COSnet are intended to be used only by the Customer’s authorised representatives. The Customer must not disclose its login details, in particular its password, to anyone other than current employees who are authorised to place orders through COSnet. The Customer must ensure that its login details, in particular its password, are kept confidential and secure at all times and is required to prevent any unauthorised use of COSnet by third parties (including but not limited to any employees or former employees who were previously authorised to place orders but are no longer authorised to do so). The Customer must immediately change its password if it becomes aware of or suspects that any person who is not authorised to place orders has knowledge of its username and password.
- ORDER ACCEPTANCE
(a) COS is not bound to fulfil any order until the order is accepted into COS’s computer system. COS reserves the right to accept any order in whole or in part.
(b) A Customer cannot cancel an order after it has been accepted into COS’s computer system.
- CUSTOMER’S AUTHORITY
Where the Customer is a company, partnership, sole trader, society, association of persons, or trustee/COS will not be concerned or required to:
(a) inquire into the powers of the Customer or its directors or other agents acting or purporting to act on its behalf;
(b) inquire into the authority of any person placing orders on behalf, or purportedly on behalf, of the Customer; or
(c) inquire into the powers of the trustee in order to ascertain whether the trustee is functioning within the terms of his trust, and any credit extended by COS in reliance upon a professed exercise of such powers shall be deemed to form part of the principal debt and liability even where the obtaining of such credit shall be in excess of the powers of the Customer or the Directors or other agents aforesaid or of the trustee or shall be in any way irregular, informal or defective.
Any orders placed with COS are on the basis of these terms and conditions unless otherwise expressly agreed in writing by COS. In the event of any inconsistency between any terms and conditions in the Customer’s order then these terms and conditions will prevail and COS will be deemed, by delivering the product to the customer or supplying services to the Customer, to have made an offer to the Customer, to sell the products or to supply the services pursuant to these terms and conditions, which offer will be deemed to have been accepted if the Customer retains the products or accepts the services.
COS may add to or change these terms and conditions provided the updated terms and conditions are available to be viewed on line at www.cos.net.au. The Customer will be bound by and agrees to accept any such updated terms and conditions.
- INTELLECTUAL PROPERTY AND RESTRICTIONS ON USE OF CONTENT
Unless expressly stated otherwise, all intellectual property rights appearing on COS’s website, such as names, trademarks (registered and unregistered), logos and copyright material, are owned by COS and/or its related companies or the third party supplier of the relevant product. The Customer must not use that intellectual property in any way whatsoever, except as expressly permitted by COS in writing (or in the case of copyright material, as permitted by Australian and international copyright laws).
- PRIVACY AND PERSONAL INFORMATION
- LINKS TO THIRD PARTY SITES
There may be links to other websites or advertisements of products and services available from other parties on COS’s website. COS is not responsible for those websites, their content or the products and services available on them. Links and feeds are provided solely for the Customer’s convenience and the Customer uses them and the linked websites entirely at its own risk.
While COS takes all reasonable steps to ensure that its website is accurate, the website and its contents are provided on an “as is” basis. To the maximum extent permitted by law, all warranties in respect of COS’s website and the information contained in it (including the content of or use of this site, the security of the Customer’s computer in accessing this site, computer viruses, the availability, uptime and security of this site and the integrity of data accessed through this site) are excluded. COS (including its related companies) is not liable for any loss or damage which the Customer may suffer as a result of using COS’s website. COS reserves the right to revise the content of, or withdraw access to COS’s website at any time without notice or liability to the Customer.
- PERSONAL PROPERTY SECURITIES
Unless otherwise defined in these terms and conditions, terms used in this clause 21 have the meaning given to them in the Personal Property Securities Act 2009 (Cth) (“PPSA”). The Customer agrees to do anything (including obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) at the Customer’s own cost which COS asks and considers necessary for the purposes of ensuring that the security interest arising under these terms and conditions (or any document or transaction in connection with them) is enforceable, perfected and has the priority required by COS or enabling COS to exercise rights in connection with the security interest. The Customer further agrees (to the extent permitted by law) that:
(a)COS does not have to comply with any of the requirements of, and the Customer waive its rights under, sections 95, 120, 121(4), 123, 125, 129, 130, 132(3)(d), 132(4) 134(2), 135 and 137(2) of the PPSA or any other provision of the PPSA notified by COS to the Customer from time to time;
(b)the Customer may not exercise any rights under sections 142 and section 143 of the PPSA; and
(c)COS or any receiver (or receiver manager) appointed by COS does not have to give any notice required under the PPSA (including a notice of verification statement).
The law of the State of New South Wales shall apply to these terms and conditions and sales by COS.
- COMPETITION AND CONSUMER ACT 2010
These terms and conditions must be read subject to the provisions of the Competition and Consumer Act 2010 (Cth) (“CCA”). If any provision of these terms and conditions is invalid or unenforceable by reason of the CCA, such provision shall be severed from these terms and conditions, and this will not otherwise render any other provision of these terms and conditions unenforceable