Sales Terms & Conditions

1. Definitions

a) “Customer” means any individual, legal entity, or corporate body whose order has been accepted by the Company.

b) “Contract” means the agreement between the Company and the Customer for the supply of goods and/or services, including any quotation, order confirmation, or invoice forming part of such agreement.

c) “Goods” means all products supplied by the Company under this Contract, including shipping containers, components, materials, and any items incorporated within them.

d) “Services” means any services provided by the Company under this Contract, including but not limited to delivery, installation, modifications, and related works.

2. Acceptance of Terms

a) By placing an order with Shipping Containers Pty Ltd, the Customer agrees that these Terms and Conditions apply to, and form an integral part of, every contract for the supply of Goods and/or Services between the Company and the Customer.

b) In the event of any inconsistency between these Terms and any other document, communication, or agreement, these Terms and Conditions shall prevail unless expressly agreed otherwise in writing by the Company.

c) No variation, amendment, or modification of these Terms shall be binding unless confirmed in writing by duly authorised representatives of both parties, with specific reference to this clause.

d) The Customer acknowledges that it has not relied on any representation, warranty, or statement made by or on behalf of the Company (including its employees or agents) that is not expressly confirmed in writing and incorporated into the Contract.

e) Quotations and Estimates
i) Where the Company provides a quotation for Goods, such quotation shall be regarded as an invitation to treat only and does not constitute a binding offer. A contract is formed only when the Customer receives written confirmation or an invoice issued by the Company confirming acceptance of the order.

ii) Where the Company provides a quotation for Services, such quotation is an estimate only. The Company reserves the right to adjust the final price to reflect actual time, labour, materials, transport, and other costs incurred in the execution of the Services. The Customer agrees to be liable for payment of such adjusted costs.

3. Orders and Specifications

a) The Company reserves the right to amend the specification of any Goods where required by law, safety requirements, or where such amendment will not materially affect the quality or performance of the Goods.

b) Subject to clause 3(c), the Customer may only cancel an order with the Company’s prior written consent. The Customer agrees to indemnify the Company for all losses incurred as a result of cancellation, including but not limited to loss of profit, labour costs, materials used, administrative charges, and other reasonable expenses.

c) The Customer must provide at least seven (7) days’ written notice for any postponement or cancellation of delivery or scheduled Services. Failure to provide such notice may result in the Customer being liable for any additional costs, delays, or expenses incurred by the Company as a result of the postponement or cancellation.

4. Orders and Payment

a) Prices for Goods and Services are as set out in the quotation provided and are based on an “ex works” basis unless otherwise stated. Prices are exclusive of GST, certification, testing, and delivery unless expressly included.

b) The Company reserves the right to adjust pricing where:
i) At least fourteen (14) days’ written notice is provided where practicable and the increase is reasonable due to changes in specifications, regulatory requirements, or special project conditions; or
ii) Work is performed outside standard business hours (Monday to Friday, 8:30am to 5:00pm); or
iii) There is an increase in costs due to factors beyond the Company’s control, including materials, transport, or supplier pricing.

c) Payment terms are as stated in the Contract. Where a deposit is required, a minimum of 20% is payable upon order confirmation, with the balance due prior to dispatch, delivery, or collection of Goods, unless otherwise agreed in writing.

d) The Company may issue invoices upon completion of Goods or Services, or earlier if the Customer fails to take delivery or collection after being notified that the Goods are ready.

e) Where credit terms are agreed, such terms will be specified in writing. In the absence of agreed credit terms, payment is due on or before the last working day of the month following the invoice date. Time is of the essence for all payments.

f) Ownership of Goods remains with the Company until full payment has been received and cleared in full.

g) If payment is not made by the due date, the Company reserves the right to:
i) Charge interest on overdue amounts at 4% above the applicable central bank base rate, calculated daily and compounded monthly, from the due date until payment is received in cleared funds;
ii) Suspend or cancel any further deliveries or Services under the Contract or any other agreement with the Customer;
iii) Apply any payments received to outstanding invoices at the Company’s discretion, regardless of the Customer’s intended allocation.

5. Delivery

a) Any dates or timeframes quoted for delivery of Goods, provision of Services, or performance of the Contract are estimates only. The Company shall not be liable for any delay, howsoever caused. The Company reserves the right to deliver or perform Services prior to the estimated delivery date upon providing reasonable notice to the Customer.

b) The Customer must ensure that a competent representative is available to supervise delivery, receive the Goods, and authorise any site-specific instructions or requirements during the delivery process.

c) Third-party transport providers reserve the right to refuse delivery where, in their reasonable opinion, delivery cannot be safely or practically completed due to factors including, but not limited to, weather conditions, ground conditions, site accessibility, or physical obstructions, unless otherwise agreed in advance.

d) Where delivery is made in instalments, each instalment shall be treated as a separate Contract. Failure by the Company to deliver any instalment shall not entitle the Customer to treat the entire Contract as terminated or repudiated.

e) If the Customer fails to take delivery of the Goods or fails to provide adequate delivery instructions at the agreed time, the Company may, without prejudice to any other rights:
i) store the Goods at the Customer’s risk and expense and charge all reasonable costs (including insurance and storage); and/or
ii) sell or dispose of the Goods and, after deducting all reasonable costs and expenses, account to the Customer for any surplus or charge the Customer for any shortfall.

f) Where a performance period is specified, the Customer must accept delivery or performance within that period unless otherwise agreed in writing.

g) Any defects, shortages, or issues in part of a delivery shall not entitle the Customer to reject the entire Goods or Services, whether under this Contract or any other agreement between the parties.

h) The Customer is responsible for ensuring that the delivery site is suitable, safe, and accessible for heavy vehicle access and unloading. Failure to adequately prepare the site may result in an aborted delivery, for which additional charges may apply.

i) Unless otherwise stated, unloading time is limited to a reasonable period not exceeding 30 minutes. Any additional waiting time may be charged as demurrage or standby costs at the rate specified in the Contract.

j) The Customer must inspect Goods and/or Services upon delivery or completion and notify the Company in writing within seven (7) days of any alleged defect, shortage, or non-conformance. Failing such notice, the Goods and/or Services shall be deemed accepted and payable in accordance with Clause 4.

6. Risk and Ownership

a) Risk in the Goods shall pass to the Customer upon delivery to the Customer’s nominated site, upon collection, or upon tender of delivery where the Customer fails or refuses to accept delivery, whichever occurs first.

b) Notwithstanding delivery or transfer of risk, ownership of the Goods shall remain with the Company until full payment of all amounts owing under this Contract (and any other Contract between the parties) has been received in cleared funds.

c) Until ownership passes to the Customer, the Customer agrees that:
i) it holds the Goods as bailee and fiduciary agent of the Company and shall store them separately, clearly identified as the Company’s property, and keep them protected and insured;
ii) any proceeds from the sale or disposal of the Goods shall be held on trust for the Company and not mixed with other funds or overdrawn accounts;
iii) the Company may, without notice, enter any premises (including third-party premises) where the Goods are stored and repossess them.

d) The Customer must not sell, pledge, charge, or encumber the Goods in any way while ownership remains with the Company. Any such action shall result in all monies owed becoming immediately due and payable.

e) The Company retains a general lien over all Goods in its possession belonging to the Customer for any unpaid amounts under this or any other Contract.

f) If the Customer fails to make payment when due, the Company may:
i) sell or dispose of the Goods as agent for the Customer at the best price reasonably obtainable, without liability for any loss; and
ii) apply the proceeds of sale against any outstanding amounts owed by the Customer, including costs, charges, and interest, with any surplus returned to the Customer.

g) Where Goods are mixed, combined, or incorporated with other goods:
i) where combined with the Customer’s goods, the resulting product shall remain the property of the Company;
ii) where combined with third-party goods, ownership shall be shared between the Company and the third party in proportion to their respective contributions.

h) Where Goods or equipment are supplied on loan or hire, the Customer assumes full risk of loss, damage, or deterioration upon delivery. The Customer must insure the Goods at full replacement value with a reputable insurer and provide proof of insurance upon request.

i) In the event of total loss or theft of the Goods, the Customer must notify the Company immediately. The Company may require replacement of the Goods or payment of all outstanding liabilities.

j) The Customer authorises the Company to liaise directly with the Customer’s insurer regarding any claim relating to the Goods, including disclosure of outstanding amounts and negotiation of settlement as the Customer’s agent.

k) If insurance proceeds are insufficient to cover the Customer’s outstanding liability, the Customer remains fully liable for the shortfall.

7. Warranties and Liabilities

a) The Company shall not be liable for any defect or issue arising from fair wear and tear, wilful damage, negligence, abnormal operating conditions, failure to follow written or verbal instructions, misuse, or any alteration, addition, or repair carried out without the Company’s prior written approval.

b) Where the Customer has inspected the Goods, or has been provided with drawings, specifications, or other information, the Customer is responsible for making its own assessment and satisfying itself as to suitability and compliance for its intended use.

c) The Company shall not be liable under any circumstances where:
i) any amounts owed by the Customer remain unpaid past the due date;
ii) the Company or its representatives are denied reasonable access to the Goods, site, or premises;
iii) access to the delivery or installation site is restricted or unavailable; or
iv) access to Goods is prevented while Services are being carried out.

d) Nothing in these Terms excludes or limits liability where such exclusion is prohibited by law, including liability for death or personal injury caused by negligence, or any non-excludable statutory rights under Australian Consumer Law.

e) The Company may, at its discretion, repair or rectify defects arising solely from faulty workmanship or materials supplied by the Company, provided that:
i) the defect is notified in writing as soon as reasonably practicable; and
ii) in any event within twelve (12) months from the date of supply of Goods or completion of Services.

f) This warranty excludes any Goods or components not manufactured by the Company. In such cases, the Customer will be entitled only to the benefit of any applicable manufacturer’s warranty.

g) To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, or consequential loss or damage, including loss of profit, revenue, or business opportunity arising from the supply or use of Goods or Services.

h) Except as expressly stated, all warranties, conditions, and representations, whether express or implied, are excluded to the fullest extent permitted by law.

i) Any claim made against the Customer relating to Goods or Services supplied by the Company must be notified to the Company in writing within fourteen (14) days of the Customer becoming aware of such claim. Failure to do so may limit or exclude the Company’s liability.

j) Where the Company is found liable for any claim, its liability shall be limited to the total contract price paid for the relevant Goods or Services, except where insurance cover applies and provides otherwise.

k) The parties agree that these limitations are fair and reasonable. If any provision is found to be unenforceable, the remaining provisions shall remain in full force and effect.

l) The Company shall not be liable for any loss arising from the Customer’s failure to authorise recommended repairs, modifications, or services, or where such failure prevents proper identification or rectification of defects.

8. Taxes / Importation / Domestication

a) The Customer is solely responsible for all applicable taxes, duties, levies, charges, and government fees arising from the sale, importation, transport, or use of the Goods, including GST, customs duties, and any local compliance costs.

b) Where Goods are imported or subject to customs processes, the Customer is responsible for ensuring compliance with all applicable Australian customs, quarantine, and import regulations. The Customer must provide evidence of compliance upon request.

9. Drawings, Plans and Intellectual Property

a) All drawings, designs, specifications, tools, and technical documents remain the exclusive property of the Company, even where the Customer has contributed to their cost. All intellectual property rights remain vested in the Company.

b) Such materials are confidential and must not be disclosed to any third party without the Company’s prior written consent. They may only be used for the purpose of evaluating or performing the Contract.

c) Where Goods or Services are manufactured or performed in accordance with Customer specifications, the Customer indemnifies the Company against any claims, losses, or damages arising from alleged infringement of third-party intellectual property rights.

10. Force Majeure

The Company shall not be liable for any failure or delay in performance of its obligations where such failure or delay is caused by events beyond its reasonable control, including but not limited to natural disasters, fire, flood, strikes, transport disruptions, supply shortages, or governmental restrictions.

11. Health and Safety

a) The Customer is solely responsible for ensuring that all relevant health, safety, and site compliance requirements are met in relation to the Goods, Services, and delivery site.

b) Where Services involve cleaning, handling, or modification of used Goods, the Customer must disclose in writing any hazardous substances previously contained within the Goods. The Customer indemnifies the Company against any loss, damage, or claim arising from failure to provide such information.

12. Termination

a) The Company may terminate the Contract immediately by written notice if:
i) the Customer breaches any obligation under the Contract;
ii) the Customer becomes insolvent, enters liquidation, or has a receiver or administrator appointed;
iii) enforcement action is taken against the Customer’s assets; or
iv) the Customer ceases trading or enters an arrangement with creditors.

b) Upon termination, all outstanding amounts become immediately due and payable. The Company also reserves the right to suspend or cancel further deliveries or Services.

13. General

a) No third party shall have any rights under this Contract unless expressly agreed in writing by both parties.

b) The Company reserves the right to subcontract any part of its obligations under the Contract.

c) These Terms and Conditions shall be governed by and construed in accordance with the laws of Australia, and the parties submit to the jurisdiction of Australian courts.

d) Failure by the Company to enforce any provision of these Terms shall not constitute a waiver of that provision or any other rights.

e) All notices must be in writing and delivered to the registered address or email address of the receiving party as notified from time to time.

f) The Contract is personal to the Customer and may not be assigned without the prior written consent of the Company.