AUSTRALIAN OWNED

Terms & Conditions

BLUE CROC SHOP PTY LTD

TERMS AND CONDITIONS OF TRADE

Retail & Wholesale Division
Blue Croc Shop Pty Ltd | ACN 653 075 800 | ABN 40 653 075 800

1. Parties
1.1 The Supplier: Blue Croc Shop Pty Ltd (ACN 653 075 800) of 31 PROGRESS STREET MORNINGTON VIC 3931.
1.2 The Customer: You, or any person acting on your behalf.
2. Definitions
2.1 All Present and After Acquired Property has the meaning given to it under the PPSA and refers to all personal property of the Customer, whether currently owned or acquired in the future, in which the Supplier holds or may hold a Security Interest.
2.2 Australian Privacy Principles means the principles set out in Schedule 1 of the Privacy Act 1988 (Cth), as amended from time to time, which govern the collection, use, disclosure and handling of personal information by the Supplier.
2.3 Collateral has the meaning given to it under Section 10 of the PPSA and refers to the personal property to which a Security Interest attaches.
2.4 Commingled Goods has the meaning given to it under Section 10 of the PPSA and refers to Goods that have been mixed with, or incorporated into, other goods such that they lose their separate identity.
2.5 Credit Application Form means the Supplier’s standard application form required to be completed by a Customer seeking a credit account with the Supplier, as updated by the Supplier from time to time.
2.6 The Customer means you, or any person acting on your behalf. Where more than one person or entity constitutes the Customer, each is jointly and severally liable under this Agreement.
2.7 Default Date means, in respect of Account Customers, the expiry of the agreed payment timeframe applicable to the relevant Invoice; and in respect of Non-Account Customers, the date of the Invoice itself. Time is of the essence in respect of the Default Date.
2.8 Financing Change Statement has the meaning given to it under Section 10 of the PPSA and refers to a document registered on the PPSR to amend or discharge a Financing Statement.
2.9 Financing Statement has the meaning given to it under Section 10 of the PPSA and refers to the document registered on the Personal Property Securities Register to perfect a Security Interest.
2.10 Fit for Purpose means that the Goods and/or Manufactured Goods are suitable for the particular purpose for which the Customer intends to use them, having regard to all applicable building codes, Australian Standards, engineering requirements, local council regulations and all other regulatory or statutory obligations.
2.11 Goods means all products, components, materials and manufactured items provided by the Supplier, including but not limited to products relating to balustrading, pool fencing, shower screens, privacy screens, fencing and gates, architectural features, aluminium, stainless steel, mild steel, glass and associated general hardware products.
2.12 GST means Goods and Services Tax imposed under the A New Tax System (Goods and Services Tax) Act 1999 (GST Act). Terms used in this Agreement in connection with GST have the meanings given to them in the GST Act.
2.13 The Guarantor means the person(s) or entity who agrees to be liable for the debts of the Customer on the terms set out in this Agreement.
2.14 Indirect, Special or Consequential Loss or Damage means and includes: (i) any loss of income, profit or business; (ii) any loss of goodwill or reputation; and (iii) any loss of value of intellectual property.
2.15 Invoice means any invoice issued by the Supplier to the Customer in respect of Goods supplied and/or Services provided, or both.
2.16 Major Failure has the meaning given to it under the Competition and Consumer Act 2010 (Cth).
2.17 Manufactured Goods means any Goods that are custom-made, fabricated, altered, cut to size, powder coated, or otherwise manufactured or modified by the Supplier in accordance with the Customer’s specifications or requirements.
2.18 The Order means any request for the provision of Goods and/or Services by the Customer that has been accepted by the Supplier, whether placed verbally, in writing, by email, online or in person.
2.19 PPSA means the Personal Property Securities Act 2009 (Cth), as amended from time to time, together with all regulations and complementary or interrelated legislation made under it.
2.20 The Price means the total amount invoiced by the Supplier for Goods supplied and/or Services provided, inclusive of GST where applicable.
2.21 Privacy Act 1988 (Cth) means the Privacy Act 1988 (Cth) as amended from time to time, which regulates the handling of personal information about individuals in Australia.
2.22 Purchase Order means any written or verbal instruction, confirmation or request issued by the Customer to the Supplier authorising the supply of Goods and/or Services, including any order placed by email, telephone, facsimile, online platform or in person.
2.23 Quotation means any written or verbal quotation issued by the Supplier to the Customer for the supply of Goods and/or Services. Unless otherwise stated, a written Quotation expires thirty (30) days from its date of issue.
2.24 Security Agreement has the meaning given to it under Section 10 of the PPSA and, in the context of this Agreement, refers to these Terms and Conditions, which create a Security Interest in favour of the Supplier to secure payment of the Price and all other amounts owing by the Customer.
2.25 Security Interest has the meaning given to it under Section 12 of the PPSA and, in the context of this Agreement, refers to the interest held by the Supplier in the Goods as security for payment of all amounts owing by the Customer.
2.26 Services means all delivery, supply, loading assistance, Shop Drawing preparation, manufacturing, powder coating and any other ancillary services performed by the Supplier, including any advice or recommendations given in connection with an Order.
2.27 Shop Drawings means technical drawings, plans or specifications prepared by the Supplier in connection with the manufacture or supply of Goods, submitted to the Customer for review and approval prior to manufacturing commencing.
2.28 The Supplier means Blue Croc Shop Pty Ltd (ABN 40 653 075 800) of 31 PROGRESS STREET MORNINGTON VIC 3931.
2.29 Supplier’s Privacy Policy means the Supplier’s privacy policy as published on its website or made available upon request, which sets out how the Supplier collects, holds, uses and discloses personal information in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
2.30 Verification Statement has the meaning given to it under Section 157 of the PPSA and refers to the statement issued by the PPSR confirming registration of a Financing Statement or Financing Change Statement. The Customer agrees to waive its right to receive a Verification Statement in accordance with clause 16.
2.31 Hardware Giant means Blue Croc Shop Pty Ltd (ACN 653 075 800), being the Retail Division of the Blue Croc group, which trades (or is to trade) under the business name “Hardware Giant”. A reference in this Agreement to the Supplier, the Blue Croc Shop Pty Ltd or Hardware Giant is a reference to the same entity. Where the registered business or company name is subsequently confirmed, that name may be substituted for “Hardware Giant” throughout this Agreement without further amendment to its substance.
3. General
3.1 These Terms and Conditions, together with the Supplier’s Application for Commercial Credit (where applicable) and the Supplier’s written or verbal quotation, form the entire agreement between the parties (Agreement).
3.2 Any Order requested by the Customer is deemed to incorporate these Terms and Conditions and may not be varied unless expressly agreed to by the parties in writing. In the event of any inconsistency between these Terms and Conditions and an Order, these Terms and Conditions shall prevail.
3.3 No subsequent correspondence, document or discussion shall modify or otherwise vary these Terms and Conditions unless such variation is in writing and signed by the Supplier.
3.4 These Terms and Conditions are binding on the Customer, their heirs, assignees, executors, trustees and, where applicable, any liquidator, receiver or administrator.
3.5 In these Terms and Conditions, the singular includes the plural, the masculine includes the feminine and neuter, and words importing persons apply to corporations.
3.6 Where more than one Customer executes this Agreement, each shall be liable jointly and severally.
3.7 If any provision of these Terms and Conditions is invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired and the offending provision shall be deemed severed from these Terms and Conditions.
3.8 The Supplier may license or sub-contract all or any part of its rights and obligations without the Customer’s consent, provided that the Supplier remains at all times liable to the Customer.
3.9 The failure by either party to enforce any provision of these Terms and Conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision.
3.10 The Customer acknowledges that the Supplier may publish these Terms and Conditions on its website. The Terms and Conditions so published shall apply to any future dealings between the parties, and the Customer is deemed to have notice of any Terms and Conditions and/or amendments published in that manner.
4. Placement of Orders
4.1 Orders placed by the Customer will be considered valid when placed by telephone, email, facsimile, online order platform or in person.
4.2 The Customer must provide the Supplier with a Purchase Order before any Goods or Services are provided. A verbal order placed by the Customer will be construed as a valid Purchase Order.
4.3 Any written Quotation given by the Supplier shall expire thirty (30) days after the date of issue. Quotations may also be provided verbally by telephone or in person.
4.4 All prices are based on taxes and statutory charges current at the time of the Quotation. Should any such charges vary between the date of the Quotation and the date of invoice, the difference will be the responsibility of the Customer and the Customer will be invoiced accordingly.
4.5 At the Supplier’s sole discretion, a deposit may be required prior to the Order being completed. In the case that your Order requires any manufacturing and/or powder coating to take place, full payment of the Order will be required in advance in accordance with Clause 4.5. This requirement applies regardless of whether the Customer holds a trade account with the Supplier.
5. Price
5.1 The Supplier reserves the right to change the Price in the event of a variation that was previously unknown or unforeseen by the parties at the time the Order was placed.
5.2 At the Supplier’s sole discretion, the Price shall be either:
5.2.1 As detailed on invoices provided by the Supplier to the Customer in respect of Goods and/or Services supplied; or
5.2.2 The Supplier’s quoted Price for the Order (subject to clause 5.1).
5.3 Where additional charges arise as a result of changes to the scope of an Order requested by the Customer after the Order has been confirmed, the Supplier shall provide the Customer with a revised quotation or variation notice. Work on the additional scope will not commence until the Customer has acknowledged and accepted the revised pricing in writing or, in the case of Manufactured Goods, has made payment in full of the revised Price in accordance with Clause 4.5.
6. Supply and Delivery of Goods
6.1 At any time before payment is made by the Customer, the Supplier reserves the right to:
6.1.1 Decline requests for any Goods requested by the Customer; and
6.1.2 Cancel or postpone the delivery of Goods at its discretion.
6.2 Delivery of the Goods shall be deemed complete when the Goods are collected by the Customer or delivered to the Customer’s premises or to the carrier nominated by the Supplier and/or Customer.
6.3 If the Customer fails to make all arrangements necessary to take delivery of the Goods, the Customer shall, at the discretion of the Supplier, be liable for the Supplier’s standard non-delivery fee. The Supplier shall also be entitled, at its discretion, to charge a reasonable fee for redelivery and storage.
6.4 Unless specified otherwise by the Supplier in the Order, the Supplier does not warrant that it will be able to provide the Goods at specific times requested by the Customer.
6.5 Subject to otherwise complying with its obligations under this Agreement, the Supplier shall exercise its independent discretion as to the most appropriate and effective manner of providing the Goods.
6.6 In the discharge of its duties, the Supplier shall comply with all reasonable directions of the Customer as to the nature and scope of the Goods to be provided.
6.7 Nothing in clause 6.6 shall affect the Supplier’s right to exercise its own judgment and utilise its skills as it considers most appropriate in order to comply with applicable regulations, directions or its obligations under this Agreement.
6.8 The Supplier may agree to provide, upon request from the Customer, additional Goods not included in or specifically excluded from the Quotation/Order. In such event, the Supplier shall be entitled to make an additional charge. Additional Goods include, but are not limited to, alterations, amendments, and any additional visits by the Supplier after provision of the Goods.
6.9 The Customer is responsible for ensuring that the Goods are secured at their premises and warrants to be responsible for any loss, damage or theft of the Goods delivered by the Supplier to their premises.
6.10 The Customer acknowledges that all purchases are made relying solely upon the Customer’s own skill and judgment.
6.11 Stock items may be returned for credit if the item is in its original packaging and fit for resale. Proof of purchase is required. A restocking fee of twenty per cent (20%) of the purchase price (with no maximum dollar limit) applies to all returned items, together with any freight, transport, handling or other costs incurred by the Supplier in returning the Goods to its warehouse. Cash or equivalent refunds are not provided; a store credit may be applied against future purchases. Custom orders and Manufactured Goods cannot be returned under any circumstances. A time limit of one (1) month from the date of invoice applies to the return of stock items. The Supplier accepts returns at its discretion and is not bound to accept any item it deems not fit for resale or outside the one (1) month return period.
7. Loading and Transportation
7.1 From time to time, the Supplier’s staff may assist the Customer in loading Goods onto the Customer’s vehicle, trailer, or other transport. The Supplier’s staff will not tie down, strap, secure or otherwise restrain Goods onto any vehicle or trailer on behalf of the Customer.
7.2 The Customer is solely responsible for the proper loading, securing, and safe transportation of all Goods purchased from the Supplier, in accordance with all applicable road transport laws and regulations, including but not limited to the Load Restraint Guide published by the National Transport Commission and any applicable State or Territory legislation.
7.3 The Supplier accepts no liability whatsoever for any loss, damage, injury or death arising from or in connection with the loading of Goods onto a Customer’s vehicle or trailer, or from the transportation of those Goods, including where the Supplier’s staff have provided loading assistance.
7.4 The Customer indemnifies and holds harmless the Supplier, its directors, employees and agents from and against any claim, loss, damage, liability, cost or expense (including legal costs on a full indemnity basis) arising out of or in connection with the loading, securing or transportation of Goods by or on behalf of the Customer.
8. Payment and Credit Policy
8.1 For credit purposes, the two main groups of Customers are Non-Account Customers and Account Customers.
Non-Account Customers
8.2 Non-Account Customers:
8.2.1 The Customer must make full payment to the Supplier on receipt of the Supplier’s sale order confirmation or tax invoice.
Account Customers
8.3 Account Customers:
8.3.1 Account Customers must make full payment to the Supplier within the agreed payment timeframe applicable to the invoice for the Goods and/or Services issued.
8.3.2 Notwithstanding clause 8.3.1, the payment terms applicable to Manufactured Goods are governed by clause 4.5. Full payment in advance is required for all Manufactured Goods and/or powder coating orders, irrespective of whether the Customer holds a trade account.
Credit
8.4 Credit will only be granted at the sole discretion of the Supplier and upon submission of a completed Credit Application Form.
8.5 Any credit granted may be revised by the Supplier at any time and at its discretion.
8.6 The Supplier reserves the right to withdraw any credit facility upon any breach by the Customer of these Terms and Conditions, or upon the Customer ceasing to trade, being subject to any legal proceedings, or committing an act of insolvency.
8.7 The Customer agrees that upon such withdrawal, any and all monies owing on the account shall become immediately due and payable.
9. Payment Methods and Dishonour of Cheque
9.1 The Supplier accepts payment by electronic funds transfer (EFT), EFTPOS, credit card and cash. The Supplier does not accept payment by cheque unless such payment has been previously agreed to in writing by the Company’s directors. Any acceptance of cheque as a payment method must be confirmed in writing by a director of Blue Croc Shop Pty Ltd prior to the cheque being tendered.
9.2 If any cheque issued by the Customer or by any third party in payment of the Price is dishonoured:
9.2.1 The Supplier may refuse to supply any further Goods until satisfactory payment is received in full, including all bank fees and charges;
9.2.2 The Supplier is entitled to treat the dishonour of the Customer’s cheque as a repudiation of this Agreement and to elect between terminating this Agreement or affirming this Agreement, and in each case claiming and recovering compensation for all loss or damage suffered; and
9.2.3 The Customer may be liable for a dishonoured cheque fee of $40.00, in addition to any bank fees or charges incurred by the Supplier.
10. Default
10.1 The Default Date commences upon expiry of the agreed payment timeframe applicable to the relevant invoice. Without prejudice to any other rights of the Supplier, the Customer may be charged interest at the rate of fifteen per centum (15%) per annum on any payment in arrears calculated from the Default Date.
10.2 If the Supplier does not receive the outstanding balance for the Price on or before the Default Date, the Supplier may, without prejudice to any other remedy it may have, forward the Customer’s outstanding account to a debt collection agency for further action. The Customer acknowledges and agrees that:
10.2.1 After the Default Date, the outstanding balance shall include, but not be limited to, all applicable fees, interest and charges under this Agreement;
10.2.2 In the event of the Customer being in default of its obligation to pay and the overdue account is referred to a debt collection agency and/or law firm for collection, the Customer shall be liable for all recovery costs incurred. If the agency charges commission on a contingency basis, the Customer shall be liable to pay as a liquidated debt the commission payable by the Supplier to the agency, fixed at the rate charged by the agency from time to time or, if the agency has achieved one hundred per cent (100%) recovery, calculated as follows.
Commission = Original Debt ÷ (100 − Commission % charged by the agency incl. GST) × 100
10.2.3 In the event where the Supplier or the Supplier’s agency refers the overdue account to a lawyer, the Customer shall also pay as a liquidated debt the charges reasonably made or claimed by the lawyer on an indemnity basis.
11. Risk and Liability
11.1 The Customer will ensure that when placing Orders there is sufficient information provided to enable the Supplier to execute the Order accurately and completely.
11.2 The Supplier takes no responsibility if the specifications provided by the Customer are wrong or inaccurate. The Customer will be liable for all expenses incurred by the Supplier for any work required to rectify the Order arising from inaccurate or incomplete specifications.
11.3 The Customer is responsible for ensuring that the Supplier is made aware of all special requirements pertaining to the Order. The Supplier relies upon the integrity and completeness of the information supplied to it by the Customer.
11.4 The Supplier takes no responsibility and will not be liable for any indirect, special, liquidated or consequential losses, damages or costs arising as a result of the Goods being faulty due to insufficient, inaccurate or incomplete information provided by the Customer.
11.5 The Supplier takes no responsibility for representations made in relation to the Goods or for any delay in the delivery of the Goods made by a third party or third party manufacturer.
11.6 The Customer acknowledges that the Supplier shall not be liable for, and the Customer releases the Supplier from, any indirect, special, liquidated or consequential loss or damage incurred as a result of delay or failure to provide the Goods or to observe any of these conditions due to an event of force majeure, being any cause or circumstance beyond the Supplier’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, supply chain disruptions, industrial action or government-imposed restrictions.
11.7 The Supplier does not represent that it will provide and/or deliver any Goods unless specifically included in the Quote or Order.
11.8 Subject to clauses 12.1 and 12.2, the Customer accepts risk in relation to the Goods when the Goods pass into their care and/or control.
12. Manufacturing, Shop Drawings and Customer Approvals
Engineering and Regulatory Approvals
12.1 Where the Supplier supplies Manufactured Goods for a Customer, it is the sole responsibility of the Customer to obtain all necessary engineering approvals, certifications, compliance certificates and/or any other regulatory, statutory or governing body approvals required for the intended use of the Manufactured Goods. This obligation applies to all Manufactured Goods without exception, including but not limited to products used for balustrading, pool fencing, privacy screens, fencing, gates and architectural features.
12.2 The Customer must satisfy itself, at its own cost and through its own qualified engineers, certifiers or other relevant professionals, that any Manufactured Goods supplied by the Supplier are fit for purpose and compliant with all applicable building codes, Australian standards, local government requirements and any other relevant legislation or regulations prior to installation or use.
12.3 The Supplier does not warrant that any Manufactured Goods will satisfy any particular engineering, regulatory, statutory or compliance requirement applicable to the Customer’s intended use or installation. The Supplier’s obligation extends only to manufacturing the Goods in accordance with the specifications or shop drawings agreed upon with the Customer.
Sign-Off and Transfer of Liability for Shop Drawings
12.4 Where the Supplier is required to prepare Shop Drawings in connection with the supply of Manufactured Goods, the following process and terms shall apply:
12.4.1 The Supplier will prepare and submit Shop Drawings to the Customer for review and approval prior to manufacturing commencing.
12.4.2 The Customer must carefully review all Shop Drawings and satisfy itself that the dimensions, specifications, materials and all other details are correct, accurate and fit for the Customer’s intended purpose prior to signing off on or otherwise approving the Shop Drawings.
12.4.3 Upon the Customer signing off on or otherwise approving the Shop Drawings in writing (including by email), liability for the accuracy of the Manufactured Goods in accordance with those drawings transfers entirely to the Customer. The Supplier will not be liable for any errors, omissions, inaccuracies or matters arising from the Customer’s own sign-off on the Shop Drawings.
12.4.4 If, following sign-off by the Customer, the Manufactured Goods arrive at the site of its intended use and do not fit or are alleged to be “not fit for purpose” for any reason that would have been apparent from a careful review of the approved Shop Drawings, the Customer shall not be entitled to a refund or credit for the relevant Price paid.
12.4.5 If, following sign-off by the Customer, the Customer requests that the Supplier makes a variation or rectification to the Manufactured Goods in any way, the Supplier may in its discretion agree to do so. Any such variation or rectification work will be subject to a further charge, which must be paid in full by the Customer prior to the variation or rectification work commencing.
12.4.6 The Customer acknowledges that the preparation of Shop Drawings is a service provided for the Customer’s benefit and that the final responsibility for confirming the suitability of the design for the Customer’s site and intended purpose rests with the Customer and its own engineers or certifiers.
Powder Coating
12.5 All orders requiring powder coating are non-refundable once the powder coating process has commenced. Full payment in advance is required prior to any powder coating work commencing, in accordance with clause 4.5.
12.6 The Supplier does not warrant an exact colour match to any sample, swatch or digital representation, as minor colour variation may occur in the powder coating process. The Customer accepts this inherent variability by placing an order for powder coated Goods.
13. Safety-Critical Products & Falls Prevention and Water Safety
13.1 The Supplier’s Goods include products that may be used in applications designed to prevent falls from height (including but not limited to balustrades, handrails and edge protection) and to restrict or prevent access to bodies of water (including but not limited to pool fencing, pool gates and barriers). The Customer acknowledges that such products are safety-critical and that the consequences of incorrect selection, specification, installation or use may include serious personal injury or death.
13.2 It is the sole responsibility of the Customer to obtain authorised and independent engineering or compliance approval confirming that any Goods supplied by the Supplier are fit for purpose for the Customer’s intended application prior to installation or use. This includes, without limitation, obtaining approval from a licensed building surveyor, structural engineer, or other appropriately qualified professional as required by applicable law.
13.3 The Supplier does not represent or warrant that any Goods supplied by it are suitable for use in any particular safety-critical application. The Supplier’s role is limited to supplying the Goods in accordance with the Customer’s instructions, and the Customer bears full responsibility for confirming suitability and compliance with all applicable Australian Standards, the National Construction Code, the Building Code of Australia, relevant State and Territory building regulations, and any other applicable regulatory or statutory requirements.
13.4 The Customer indemnifies the Supplier against any and all claims, losses, damages, costs, liabilities or expenses (including legal costs on a full indemnity basis) arising out of or in connection with the use of the Supplier’s Goods in any safety-critical application, including but not limited to falls prevention and water safety applications, where the Customer has failed to obtain the requisite engineering, compliance or regulatory approvals, or where the Goods have been incorrectly specified, installed or used.
13.5 Nothing in this clause limits the operation of clause 21 (Agreed Use) or any other provision of these Terms and Conditions.
14. Warranty
14.1 The Supplier warrants that the Customer’s rights and remedies arising from a warranty defect under this Agreement are in addition to other rights and remedies available under any applicable law in relation to the Goods and Services to which the warranty relates.
14.2 The Supplier does not purport to restrict, modify or exclude any liability that cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any related or complementary legislation or regulations as in force and amended from time to time.
Warranty for Goods
14.3 The Customer warrants that it will report any defect in any Goods supplied within fourteen (14) days from the date that the defect became apparent (time being of the essence).
14.4 The Supplier warrants that 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.
14.5 The Customer acknowledges that any additional costs incurred as part of a warranty claim, such as labour and/or freight, will be borne by the Customer.
14.6 If the Goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption, the Supplier’s liability for a consumer guarantee under the Australian Consumer Law in relation to those Goods and Services is limited to, at the discretion of the Supplier:
14.6.1 The resupply of the Goods and Services; or
14.6.2 The payment of the cost of resupplying the Goods and Services.
Claims Made Under Warranty
14.7 Subject to clause 14.2, claims for warranty must be made in one of the following ways:
14.7.1 The Customer must send the claim in writing together with proof of purchase to the Supplier’s business address: 31 Progress St, Mornington VIC 3931;
14.7.2 The Customer must email the claim together with proof of purchase and supporting photographs to accounts@bluecroc.com.au; or
14.7.3 The Customer must contact the Supplier on 1300 71 81 91.
14.8 Goods in respect of which a claim is made are to be returned to the Supplier or are to be left in the state and condition in which they were delivered until the Supplier or its agent has inspected the Goods. Such inspection is to be carried out within a reasonable time after notification.
14.9 The Supplier will not accept claims for damaged or defective Goods where the Customer has not maintained proper care of the delivered Goods.
14.10 Goods are to be returned by the Customer to the Supplier’s address from which they were purchased.
14.11 The Supplier’s warranty obligations do not extend to any Goods that have been modified, altered, incorrectly installed or used in a manner inconsistent with the Supplier’s instructions or any applicable Australian Standard.
15. Retention of Title
15.1 While risk in the Goods shall pass on delivery and/or supply (including all risks associated with unloading), legal and equitable title in the Goods shall remain with the Supplier until full payment of all amounts owing by the Customer to the Supplier is received. Pending such payment, the Customer:
15.1.1 Shall hold the Goods as bailee for the Supplier and shall return the Goods to the Supplier if so requested; and
15.1.2 Agrees to hold the Goods at the Customer’s own risk and is liable to compensate the Supplier for all loss or damage sustained to the Goods whilst they are in the Customer’s possession.
15.2 The Supplier is authorised to enter the premises of the Customer, or any premises where the Supplier becomes aware that Goods in respect of which title has not passed to the Customer are located, for the purpose of retaking possession of those Goods until all accounts owed to the Supplier by the Customer are fully paid. This right applies notwithstanding that the Goods have been installed, affixed to, or incorporated into any structure. The Customer authorises such entry and repossession and indemnifies the Supplier against any claim arising from the exercise of the Supplier’s rights under this clause. The Supplier shall not be liable for trespass or any resulting damage arising from the exercise of those rights.
(a) The Customer is responsible for making safe, securing, repairing and rectifying the site and any surrounding area (including any damage such as water damage) immediately following removal of the Goods, at the Customer’s own cost.
(b) The Supplier may exercise its rights of entry and repossession under this clause at any time, including outside ordinary business hours, and is not obliged to give the Customer prior notice of the time at which removal will occur.
(c) Following removal, the Supplier may provide the Customer with written notice that the Goods have been removed and identifying any rectification or make-safe works required. The giving of such notice is not, and must not be treated as, an admission of liability by the Supplier.
15.3 The Customer acknowledges that the Supplier may rely on this clause to register its legal and equitable interest in the Goods as a secured party in accordance with the provisions of the Personal Property Securities Act 2009 (Cth).
16. Personal Property Securities Act 2009 (Cth)
16.1 In accordance with the PPSA and complementary or interrelated legislation and regulations as amended from time to time, the Customer acknowledges and agrees that this Agreement constitutes a Security Agreement which creates a Security Interest in favour of the Supplier to secure payment of the Price and any other amount owing under this Agreement from time to time, extending to personal property previously supplied by the Supplier to the Customer, future advances and All Present and After-Acquired Property of the Customer.
16.2 The Security Interest arising from any retention of title, as provided in this Agreement, is a purchase money security interest (PMSI) under Section 14 of the PPSA, and by entering into this Agreement the Customer agrees to grant a PMSI to the Supplier.
16.3 Pursuant to clause 14 of the PPSA, the Supplier has a PMSI in all Goods provided to the Customer by the Supplier on credit including any Commingled Goods.
16.4 The Supplier shall be entitled, without notice to the Customer, to register a Security Interest on the Personal Property Securities Register (PPSR).
16.5 The Customer agrees that the Supplier will not disclose information pertaining to the Security Interest to an interested party unless required to do so under Section 275(6) of the PPSA or otherwise under the general law. The Supplier will not be liable for any loss sustained as a result of disclosure to a third party.
16.6 The Customer:
16.6.1 Undertakes to sign and/or complete any documentation or provide any information which the Supplier may reasonably require to obtain perfection of the Security Interest and/or registration of a Financing Statement or Financing Change Statement on the PPSR. The Customer warrants that all information supplied will be complete, accurate and up to date, and indemnifies the Supplier against any loss incurred if the information is not complete, accurate or up to date;
16.6.2 Agrees not to register a Financing Statement under Section 10 of the PPSA or make a demand to alter the Financing Statement under Section 178 of the PPSA without the prior written consent of the Supplier;
16.6.3 Undertakes to give the Supplier fourteen (14) days’ written notice of any change or proposed change to the Customer’s business name or structure, postal address (residential or business), or contact details (including telephone numbers and email addresses);
16.6.4 Agrees to indemnify the Supplier against all costs reasonably incurred by the Supplier in perfecting and maintaining the Security Interest in the Goods or other applicable personal property under the PPSA and in respect of all costs incurred in enforcing any of its rights or remedies under the PPSA; and
16.6.5 Agrees to waive the right to receive the Verification Statement in respect of any Financing Statement or Financing Change Statement relating to the Security Interest under Section 157 of the PPSA.
17. Termination and Cancellation
Cancellation by Supplier
17.1 The Supplier may cancel any Order to which this Agreement applies or cancel delivery of Goods at any time before payment is made by the Customer. The Supplier shall not be liable for any loss, damage or consequential loss or damage whatsoever arising from such cancellation.
17.2 Without prejudice to the Supplier’s other remedies at law, the Supplier shall be entitled to cancel all or any part of any Order of the Customer which remains unfulfilled and all amounts owing to the Supplier shall, whether or not then due for payment, become immediately payable in the event that:
17.2.1 Any money payable to the Supplier becomes overdue; or
17.2.2 The Customer 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
17.2.3 A receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
Cancellation by Customer
17.3 Any Order cannot be cancelled by the Customer unless expressly agreed to by the Supplier in writing.
17.4 In the event that the Customer cancels delivery of Goods, the Customer shall be liable for any loss incurred by the Supplier (including but not limited to loss of profits) up to the time of cancellation.
17.5 If the Customer places an Order with the Supplier and the Supplier places an Order with a third party supplier to meet the Customer’s request, the Customer shall be liable for the Price of the Goods ordered if the Customer subsequently cancels the Order and the Goods have already been dispatched by the third party supplier or a refund is not able to be obtained by the Supplier from that third party supplier.
17.6 In the event of cancellation of any Order involving Manufactured Goods or powder coating, where the manufacturing process has already commenced, no refund will be payable to the Customer regardless of the stage of manufacture.
18. Set-Off
18.1 The Customer shall have no right of set-off in any suit, claim or proceeding brought by the Supplier against the Customer for default in payment.
18.2 The Customer acknowledges that the Supplier may produce this clause for any claim for set-off.
19. Insurance
19.1 The Supplier is not liable to provide any insurance cover in relation to the provision of the Goods and Services. The Customer is responsible for obtaining whatever insurance cover it requires, at its own expense.
19.2 The Customer is strongly encouraged to obtain and maintain appropriate public liability insurance, product liability insurance, and any other insurance policies relevant to its intended use of the Goods, including in connection with any installation or construction activities.
20. Jurisdiction
20.1 These Terms and Conditions are governed by and construed in accordance with the laws of the State of Victoria, Australia.
20.2 The Supplier shall have the exclusive right to nominate the Court in which any legal action is to be commenced or conducted. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.
21. Agreed Use
21.1 The Customer acknowledges that the Customer may forfeit any rights it may have against the Supplier if:
21.1.1 The Goods are applied for any use other than that for which the Goods are intended, or not in accordance with instructions provided by the Supplier; or
21.1.2 Any alteration to the Goods is carried out other than in accordance with intended alterations; and/or the Goods are not repaired by an authorised repairer.
21.2 The Customer further acknowledges sole responsibility for any damage or injury to property or person caused by using the Goods in any way, and shall indemnify in full the Supplier, its directors, servants and/or agents in relation to all such claims.
21.3 Due to each installation being different, it is the installer’s and Customer’s responsibility to seek engineering and/or certification where required as part of a project, regulatory or statutory requirement, including but not limited to compliance with the National Construction Code, Australian Standards and applicable State and Territory building regulations.
21.4 Where Goods are intended to be used in applications that are safety-critical, including without limitation balustrading, pool fencing and other fall-prevention or water-safety barriers, the Customer must ensure that the Goods selected are appropriate for the specific application and meet all applicable regulatory requirements before purchase, installation and use. Refer also to clause 13 of this Agreement.
21.5 The Customer acknowledges that, by purchasing Goods from the Supplier, the Supplier does not represent, warrant or assert that any Goods supplied are safe, suitable or fit for the Customer’s intended use. The Customer must check with the relevant authorised authority, and obtain its own engineering, regulatory, compliance or other professional advice and approvals, to confirm that the Goods are suitable for their intended manner of use prior to purchase, installation or use.
22. Privacy Act 1988
22.1 The Customer and/or the Guarantor/s agree:
22.1.1 For the Supplier to obtain from a credit reporting agency a credit report containing personal credit information about the Customer and Guarantor/s in relation to credit provided by the Supplier;
22.1.2 That the Supplier may exchange information about the Customer and the Guarantor/s with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency; and
22.1.3 That the Customer consents to the Supplier being given a consumer credit report to collect overdue payment on commercial credit (Privacy Act 1988).
22.2 The Supplier will handle all personal information collected from the Customer in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. The Supplier’s Privacy Policy is available upon request.
23. Entire Agreement
23.1 These Terms and Conditions as defined in clause 3.1 constitute the whole Agreement between the Customer and the Supplier.
23.2 This Agreement can only be amended in writing signed by each of the parties.
23.3 These Terms and Conditions may be executed in two or more counterparts and by facsimile or scanned email. It is understood that all parties need not sign the same counterpart for the Agreement to be effective.
23.4 The Supplier expressly waives all prior representations made by it or on its behalf that are in conflict with any clause of this document.
23.5 Nothing in this Agreement is intended to have the effect of contravening any applicable provisions of the Competition and Consumer Act 2010 (Cth) or the Fair Trading Acts in each of the States and Territories of Australia.
Agreed and Accepted
By placing an Order with Blue Croc Shop Pty Ltd, the Customer acknowledges and agrees that it has read, understood and accepts these Terms and Conditions of Sale in their entirety.

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