These Terms apply whenever we supply Goods to a Customer

1. Definitions

1.1      In these Terms:

• ACL means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

• Account Customer means a Customer whose Credit Application VersaForm has approved in writing, while that approval remains in force.

• Credit Application means VersaForm’s Commercial Credit Account Application, including its privacy consent and guarantee.

• Customer means the person, firm or company that requests a quotation, places an Order or receives Goods, and its successors and permitted assigns.

• Goods means all products, materials, equipment, accessories and services supplied by VersaForm. This includes LESSO-brand uPVC pipe, fittings, solvent cement and accessories, and services such as cutting or delivery.

• Order means any request for Goods, whether verbal, written, electronic or by purchase order.

• PPSA means the Personal Property Securities Act 2009 (Cth). PPSR means the register established under it.

• Price means the price of Goods under clause 4, plus GST and any delivery or other charges.

• VersaForm means Versaform Pty Ltd ABN 12 682 526 923, and its successors and assigns.

1.2      Words used in the PPSA have the same meaning in clause 13. Headings are for convenience only.

2. Application of Terms

2.1    These Terms apply to all quotations, Orders, sales and supplies of Goods by VersaForm. Placing an Order, or accepting delivery of Goods, is acceptance of these Terms.

2.2    Terms in the Customer’s purchase order or other documents do not apply unless a director of VersaForm expressly accepts them in writing.

2.3    If documents conflict, they apply in this order of priority, to the extent of the conflict:

• a written agreement signed by a director of VersaForm;

• for Account Customers, VersaForm’s written approval of the Credit Application, and clause 7 of these Terms;

• special conditions stated in VersaForm’s written quotation;

• the rest of these Terms.

2.4    VersaForm may amend these Terms by giving at least 30 days’ written notice. Amended Terms apply to Orders placed after the notice period ends.

3. Quotations

3.1    A quotation is valid for 30 days unless it states otherwise. It is an invitation to order, not an offer, and is subject to stock availability.

3.2    VersaForm may withdraw or amend a quotation at any time before it accepts the Customer’s Order.

3.3    After an Order is accepted, VersaForm may adjust the Price of Goods not yet procured if, before procurement, there is a material increase in supplier costs, exchange rates, freight charges, or government taxes, duties or levies. VersaForm must give written notice of the adjustment. The Customer may then cancel the affected Goods by written notice within 3 business days, without cancellation charges.

4. Pricing

4.1   Unless otherwise stated in writing:

• all prices are in Australian dollars (AUD);

• prices exclude GST; and

• prices exclude delivery, unloading, crane hire, storage and site handling costs.

4.2   Where no quotation applies, the Price is VersaForm’s price list current at the date of dispatch.

4.3   GST is added to all taxable supplies and is payable at the same time as the Price.

5. Orders, Cancellation and Veriation

5.1    An Order binds VersaForm only when VersaForm accepts it in writing or supplies the Goods.

5.2    The Customer is responsible for the accuracy of each Order, including product codes, sizes, pressure classes and quantities.

5.3    The Customer may not cancel or vary an accepted Order without VersaForm’s written approval. VersaForm may charge reasonable costs it incurs because of a cancellation or variation.

 5.4    Special-order, custom-made, cut-to-length or imported Goods cannot be cancelled once manufacturing or procurement has started. The Customer must pay for those Goods in full.

6. Payment Terms (All Customers)

6.1      Unless agreed otherwise in writing:

• any deposit stated in the quotation is payable before VersaForm places orders with its suppliers or begins manufacture; and

• the balance is payable within 7, 14 or 30 days from the invoice date, as stated in the quotation or invoice, or before dispatch if no period is stated.

6.2      The Customer must pay without set-off, deduction or counterclaim, except as required by law or agreed in writing by VersaForm. The Customer must not withhold retention money from amounts owing to VersaForm.

6.3      Payment is by electronic funds transfer to the account on VersaForm’s invoice. VersaForm will never change its bank details by email alone. The Customer must confirm any change by phone with VersaForm before paying.

6.4      The Customer must reimburse VersaForm’s reasonable debt recovery costs, including mercantile agent fees and legal costs.

6.5      Payments are applied first to recovery costs, then to the oldest invoice.

6.6        VersaForm may suspend supply to the Customer while any amount is overdue.

7. Credit Accounts (Account Customers Only)

7.1      VersaForm may approve, decline or set conditions on a Credit Application at its discretion. These conditions may include a credit limit and a guarantee.

7.2      Unless VersaForm’s written approval states otherwise, an Account Customer must pay each invoice within 30 days from the invoice date. This replaces the payment period in clause 6.1. Clauses 6.2 to 6.6 continue to apply.

7.3      The Account Customer must not exceed its credit limit. VersaForm may decline Orders above the limit, or require payment before dispatch for the excess.

7.4      VersaForm may review, reduce, suspend or withdraw credit by written notice, for example if the account is overdue or the Customer’s financial position changes. Amounts already owing remain payable on their original terms, unless clause 20 applies.

7.5      The Account Customer must notify VersaForm in writing within 7 days of any change in its name, ownership, directors, partners, trustees or legal structure. It remains liable for all purchases on the account until VersaForm receives that notice.

 7.6        If this clause 7 conflicts with any other clause of these Terms, this clause 7 prevails for Account Customers.

8. Delivery

8.1      Delivery dates are estimates only. VersaForm is not liable for loss arising from delivery delays.

8.2      The Customer must provide safe, clear and lawful site access, suitable for the delivery vehicle, and is responsible for safe unloading unless VersaForm has agreed in writing to unload.

8.3      If no one is present to receive delivery, VersaForm may leave the Goods at the nominated address. A signed delivery docket, or a photo of the Goods at the address, is proof of delivery.

8.4      VersaForm may deliver by instalments. Each instalment may be invoiced separately.

8.5        If the Customer fails to take delivery when arranged, VersaForm may charge for redelivery and storage.

9. Risk

Risk in the Goods passes to the Customer on the first of:

• delivery to the nominated address;

• collection by or for the Customer, including loading onto the Customer’s vehicle; or

unloading at site.

10. Inspection and Delivery Claims

10.1    The Customer must inspect the Goods on delivery or collection, and again before installation.

10.2    Any shortage, damage or incorrect supply must be notified to VersaForm in writing within 48 hours of delivery, and before the Goods are installed or used. Photos should be supplied where practicable.

10.3    Installing Goods is acceptance that they were free of visible defects, shortage and incorrect supply. It does not affect claims for defects that could not reasonably have been found on inspection (clause 17).

11. Storage and Site Conditions

11.1    After risk passes, the Customer is responsible for site access, unloading, storage and protecting the Goods from weather, theft, damage and deterioration.

11.2    uPVC pipe must be stored in line with LESSO’s storage guidance. This includes protection from prolonged direct sunlight, and support along the full length of stacked pipe.

11.3      VersaForm is not responsible for damage to Goods occurring after risk passes.

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12. Retention of Title

12.1    Ownership of the Goods stays with VersaForm until the Customer has paid in full for those Goods and all other amounts owing to VersaForm on any account.

12.2    Until ownership passes, the Customer:

• holds the Goods as bailee for VersaForm;

• must store them so they can be identified as VersaForm’s property;

• may use them or resell them in the ordinary course of business, but holds the proceeds of any sale on trust for VersaForm in a separate account; and

• must not charge or otherwise encumber the Goods.

12.3    If clause 20 applies, VersaForm may enter any premises where the Goods are stored to recover them, on reasonable notice where practicable. The Customer grants VersaForm access for that purpose. VersaForm is not liable for reasonable damage caused in recovering the Goods.

12.4      If Goods have been installed or incorporated into a building and cannot practically be removed, VersaForm’s rights extend to the proceeds of the Customer’s work, to the extent permitted by law.

13. Personal Property Securities Act

13.1    These Terms create a security interest in all Goods supplied, now and in the future, and their proceeds, to secure all amounts owing to VersaForm. This includes a purchase money security interest.

13.2    The Customer consents to VersaForm registering a financing statement on the PPSR. The Customer must sign any document and provide any information VersaForm reasonably needs to perfect its security interest.

13.3    The Customer must give VersaForm at least 14 days’ written notice before changing its name, ABN or address.

13.4    To the extent permitted by section 115 of the PPSA, the parties contract out of sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142 and 143.

13.5      The Customer waives its right to receive a verification statement under section 157 of the PPSA.

14. Product Information, Standards and Compliance

14.1    Drawings, dimensions, specifications, catalogues and product information are guidance only.

14.2    Where stated, Goods are manufactured or supplied to the applicable Australian Standards and certification, such as WaterMark.

14.3    The Customer is responsible for:

• selecting Goods suitable for the intended application, and checking suitability before installation;

• compliance with project specifications and the National Construction Code, including the Plumbing Code of Australia;

• compatibility with other products and systems; and

installation by appropriately licensed persons, following LESSO’s installation guidance and AS/NZS 3500 as applicable.

15. Product Variations

Imported products may vary slightly in colour, texture, finish, dimensions and packaging because of manufacturing processes. Variations within the applicable standard or manufacturer’s tolerance are not defects.

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16. Warranties and The Australian Consumer Law

16.1    Goods come with guarantees that cannot be excluded under the ACL. Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot lawfully be excluded.

16.2    Where the Goods are not of a kind ordinarily acquired for personal, domestic or household use, VersaForm’s liability for breach of a consumer guarantee is limited, at its option, to replacing or repairing the Goods, supplying equivalent goods, or paying the cost of doing so. This does not apply where it would not be fair and reasonable for VersaForm to rely on it.

16.3    If the Customer is a consumer under the ACL: for a major failure, the Customer is entitled to a replacement or refund, and to compensation for any other reasonably foreseeable loss or damage. The Customer is also entitled to have the Goods repaired or replaced if they fail to be of acceptable quality and the failure does not amount to a major failure.

16.4      VersaForm passes on the benefit of any manufacturer’s warranty from LESSO, to the extent provided by the manufacturer. Other express and implied warranties are excluded to the extent permitted by law.

17. Defective Goods

17.1    Claims for defects must be made in writing within a reasonable time after the defect is discovered, with the invoice number and photos where practicable.

17.2    VersaForm may inspect the Goods, or have them tested, before deciding any remedy. The Customer must not dispose of, or repair, Goods subject to a claim without VersaForm’s consent.

17.3    To the extent permitted by law, VersaForm is not liable for Goods that have been:

• installed incorrectly or not in line with clause 14.3;

• modified;

• used contrary to the manufacturer’s instructions, or outside their rated pressure, temperature or application;

• mixed with incompatible products or solvents; or

damaged after risk passed, including UV damage from improper storage.

18. Returns

18.1    Returns of Goods that are not defective require VersaForm’s prior written approval. Requests must be made within 30 days of invoice.

18.2    Approved returns must be in original condition and packaging, and may be subject to:

• proof of purchase;

• inspection;

• a restocking fee of up to 20% of the Price; and

• return freight costs.

18.3    The following cannot be returned unless defective: custom-made or special-order items, cut lengths, solvent cements and adhesives, non-stock or discontinued products, and Goods damaged after delivery.

18.4      This clause does not limit the Customer’s rights under the ACL.

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19. Limitation of Liability

19.1    To the maximum extent permitted by law, VersaForm is not liable for:

• loss of profit or revenue;

• project delay costs or liquidated damages;

• labour, supervision, removal, replacement, rectification or reinstallation costs once Goods have been installed; or

• any other indirect or consequential loss.

19.2      Subject to clause 16, VersaForm’s total liability for any claim is limited to the Price of the Goods giving rise to the claim.

20. Default

20.1    The Customer is in default if:

• any amount is not paid by its due date;

• it breaches these Terms and does not fix the breach within 14 days of notice;

• it becomes insolvent or bankrupt, or an administrator, liquidator, receiver or controller is appointed; or

• information given in a Credit Application was materially false or misleading.

20.2    If the Customer is in default, VersaForm may, in addition to its other rights, suspend or cancel deliveries and credit, make all amounts owing immediately due, and exercise its rights under clauses 12 and 13.

20.3      Some of these rights may be limited by the ipso facto provisions of the Corporations Act 2001 (Cth) where they apply.

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21. Force Majeure

Neither party is liable for delay or failure caused by circumstances beyond its reasonable control. These include supplier shortages, shipping delays, industrial disputes, natural disasters, government restrictions, pandemics and transport disruptions. This clause does not excuse payment of money already due.

22. Intellectual Property

All drawings, designs, specifications, catalogues and technical documents supplied by VersaForm remain its property, or that of its suppliers. They may not be reproduced without VersaForm’s written consent.

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23. Privacy

The Customer authorises VersaForm to collect, use and disclose information for account management, credit assessment and debt recovery, in line with the Privacy Act 1988 (Cth). For Account Customers and guarantors, the privacy disclosure and consent in the Credit Application also applies.

24.General

24.1    Notices. Notices may be given by email to the Customer’s last notified email address.

24.2    Severance. Any invalid provision is severed, and the rest of these Terms continue.

24.3    Waiver. A failure or delay by VersaForm in exercising a right is not a waiver of that right.

24.4    Assignment. The Customer may not assign its rights without VersaForm’s written consent.

24.5   Governing law. These Terms are governed by the laws of Victoria, Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria.