Purchase Order

Terms and Conditions

1. Definitions

  • "Buyer" means the company, entity, or person named on the Purchase Order.

  • "Supplier" or "FM8" means FM8 Pty Ltd (19 680 841 712).

  • "Goods" means all goods, materials, and related services described in the Purchase Order.

  • "Purchase Order" means this document, including these terms and conditions.

  • "Invoice" means a tax invoice issued by the Supplier for the Goods supplied.

  • "Domestic Customer" means a Buyer with a delivery address within Australia.

  • "International Customer" means a Buyer with a delivery address outside Australia.

2. Order Acceptance
2.1. Credit Account: The Buyer must have a valid credit account with FM8, established through a completed and approved Credit Application, to place an order on credit terms. FM8 reserves the right to set a credit limit for the Buyer at its sole discretion. No Purchase Order will be accepted for credit account processing unless a valid credit account is established.
2.2. This Purchase Order constitutes an offer by the Buyer to purchase the Goods. No contract is formed until the Purchase Order is accepted in writing by an authorised representative of FM8. These Terms and Conditions shall prevail over any terms and conditions of the Buyer.

3. Price and Payment
3.1. Prices are stated in Australian Dollars (AUD) and are ex-works (EXW) FM8's facility in South East Queensland and/or Mackay, as applicable. All prices are exclusive of Goods and Services Tax (GST), delivery, freight, insurance, and any international duties, taxes, or customs fees, unless otherwise stated in writing.
3.2. Payment Terms:
3.2.1. Approved Credit Account Holders:
Domestic Customers: Payment of all Invoices must be made in full, without deduction or set-off, within 30 days from the date of the Invoice. The total amount outstanding must not exceed the approved credit limit at any time.
International Customers: Payment shall be made as follows:

  • 50% of the total order value is due upon placement of the order and must be received by FM8 before order processing commences.

  • The remaining 50% balance is due prior to the Goods being shipped from FM8's facility. The Goods will not be released for shipment until the full balance is received and cleared.

3.2.2. Non-Credit Account Customers (Cash on Delivery): If the Buyer does not have an approved credit account with FM8, all orders will be treated as Cash on Delivery (COD). FM8 will not process or dispatch the Goods until the full invoice amount, including any applicable freight charges, has been received and cleared in FM8's bank account.
3.3. Overdue payments will incur interest at the rate of 1.5% per month, compounded monthly. FM8 may also immediately suspend or revoke the Buyer's credit facilities and require COD payment for all future orders if the Buyer fails to pay an Invoice by its due date.
3.4. The Buyer is responsible for all taxes, duties, and government charges (including GST for domestic sales, and all customs, import duties, and brokerages for international sales) imposed in connection with the supply of Goods. The Buyer is solely responsible for arranging and paying for all delivery and freight costs from FM8's facility.

4. Delivery
4.1. Any quoted delivery dates are estimates only. FM8 will not be liable for any delays in delivery. For International Customers, the estimated delivery date is contingent upon receipt of the final 50% payment as per Clause 3.2.1.
4.2. The Buyer must accept delivery during normal business hours. If the Buyer fails to take delivery, FM8 may store the Goods at the Buyer's risk and expense.
4.3. FM8 may deliver Goods by instalments. Each instalment shall be invoiced and paid for separately.

5. Risk and Title
5.1. Risk: Risk in the Goods, including for loss or damage, passes to the Buyer at the moment they are made available to the Buyer or the Buyer's nominated carrier at FM8's facility in South East Queensland or Mackay. For the avoidance of doubt, this is an ex-works (EXW) delivery point.
5.2. Title (Retention of Title): Legal and beneficial title in the Goods remains with FM8 until the Buyer has paid all amounts owing to FM8 in full. Until payment is made, the Buyer holds the Goods as fiduciary bailee for FM8 and must store them separately and identifiably as FM8's property.

6. Returns, Cancellations, and Restocking Fees
6.1. Returns of Goods are only accepted with the prior written authorisation of FM8.
6.2. Incorrectly Supplied / Faulty Goods: FM8 will, at its option, replace or provide a credit for any Goods that are proven to be faulty or not as described.
6.3. Goods Returned for Convenience (Non-Faulty): The Buyer may request to return non-faulty Goods. If FM8, in its sole discretion, agrees to the return, a restocking fee of 15% of the Goods' value will apply. The Buyer is responsible for all freight costs associated with the return, and the Goods must be returned in their original, unopened, and saleable condition.
6.4. Cancellation of Orders: Orders for non-standard or custom-made Goods cannot be cancelled. For standard Goods, cancellation requests may be accepted at FM8's discretion. If an International Customer cancels an order after the initial 50% payment has been made, the payment may be forfeited in whole or in part to cover costs incurred.

7. Warranties and Liability
7.1. FM8 warrants that the Goods will conform to their published specifications at the time of delivery.
7.2. Exclusion of Implied Warranties: To the fullest extent permitted by law, all other warranties, conditions, and guarantees (whether express or implied by statute, common law, or otherwise) are excluded.
7.3. Limitation of Liability: To the extent permitted by law, the total aggregate liability of FM8 (whether in contract, tort, or otherwise) for any loss or damage arising in connection with the Goods is limited, at FM8's option, to:

(a) the value of the Purchase Order;
(b) the repair of the Goods;
(c) the payment of the cost of replacing the Goods or of acquiring equivalent goods; or
(d) the payment of the cost of having the Goods repaired.
(e) the replacement of the Goods or the supply of equivalent goods;

7.4. FM8 will not be liable for any indirect, consequential, or special loss (including loss of profit, production, or revenue) suffered by the Buyer.

8. Indemnity
The Buyer agrees to indemnify and hold FM8 harmless from and against all claims, losses, damages, liabilities, and expenses arising out of the Buyer's use, handling, storage, or resale of the Goods, except to the extent directly caused by FM8's proven negligence.

9. Force Majeure
FM8 will not be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, embargoes, fires, floods, and shortages of materials or transportation.

10. Governing Law and Jurisdiction
These Terms and Conditions are governed by the laws of the State of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that State.

11. Personal Property Securities Act (PPSA)
11.1. The Buyer acknowledges that these Terms and Conditions create a security interest in the Goods (and their proceeds) supplied by FM8 until full payment is received, for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA).
11.2. The Buyer agrees to do anything (such as obtaining consents, signing documents, and providing information) that FM8 asks for to ensure the security interest is enforceable, perfected, and maintained.

12. General
12.1. Entire Agreement: This Purchase Order constitutes the entire agreement between the parties.
12.2. Waiver: Any failure by FM8 to enforce a provision is not a waiver of that provision.
12.3. Severability: If any part of these Terms is invalid or unenforceable, it is to be read down or severed so as to maintain the validity of the remaining terms.