All Orders given and all Goods and Services supplied by Gough Transport Solutions to the Customer are supplied on and subject to the following Terms and Conditions of Sale (Terms and Conditions).

1. Definitions and Interpretations
1  In these Terms and Conditions:
“Clear Funds” in relation to any payment, means payment by bank cheque or in other immediately available funds;
“Credit Application Form” means Gough Transport Solutions credit application form by which a Customer can apply for a credit account with Gough Transport Solutions in respect of the sale of Goods and supply of Services;
“Customer” means any entity to which Gough Transport Solutions supplies Goods and Services;
“Delivery Time” means the time of delivery of the Goods either to the Delivery Address of the Customer or to the carrier of the Customer;
“GST” means any amount paid or payable under any GST law as that expression is defined in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
“Loss” means any damage, loss, liability, expense or cost whether direct or indirect, consequential or incidental however arising;
“Order” means an order placed with Gough Transport Solutions for the sale and delivery of Goods or supply of Services;
“Order Confirmation” means a written confirmation of the Order by Gough Transport Solutions which may be in the form of an invoice provided to the Customer by facsimile transmission or email or delivered to the Customer upon delivery of the Goods;
“Price” means the price for the Goods or Services specified in the Order Confirmation;
“Goods” means all goods supplied or to be supplied by Gough Transport Solutions to the Customer from time to time including but not limited to Plant and Equipment, spare parts, other goods, including but nor limited to all parts used in the rebuilding or repair of any Plant and Equipment;
“Plant and Equipment” means all new and used vehicles, machinery and other plant and equipment;
“Services” means all services supplied by Gough Transport Solutions to the Customer;
“Terms and Conditions” means these terms and conditions as amended from time to time by Gough Transport Solutions;
1.2  In these Terms and Conditions (including defined terms), unless the context otherwise requires:
(a) the singular includes the plural and vice versa and each gender includes each other gender;
(b) headings are included for convenience only and do not affect the interpretation of these Terms and Conditions;
(c) reference to a person includes any other entity recognised by law and vice versa..

2. General
2.1  These Terms and Conditions supersede any prior agreement, arrangement or understanding and may only be varied in writing by Gough Transport Solutions.
2.2  Each Order will be upon and subject to the Terms and Conditions and to the exclusion of all other terms and conditions and notwithstanding any qualifications of the Terms and Conditions (including any terms and conditions contained in any purchase Order or other document of the Customer) unless expressly agreed by Gough Transport Solutions in writing.
2.3  An Order may only be made by the Customer to Gough Transport Solutions;
(a) in writing, by facsimile transmission or by electronic data interchange;
(b) by telephone, if within 3 business days of the placement of the Order, it is confirmed by a means outlined in (a).
2.4  All terms, conditions, representations and warranties expressed or implied by statute, the common law, equity, trade, custom or usage or otherwise are expressly excluded to the maximum extent permitted by law.

3. Prices and Quotations
3.1  Any price lists or quotations given by Gough Transport Solutions to a Customer are an invitation to the Customer to place an Order only and may be altered without notice to the Customer. 
3.2  Unless Gough Transport Solutions agrees otherwise in writing:
(a) all Goods will be charged at the price ruling at Delivery Time and specified in the Order Confirmation;
(b) Prices are exclusive of GST and any other applicable statutory taxes or charges.  The Customer must pay to Gough Transport Solutions any GST and any other applicable statutory taxes or charges which Gough Transport Solutions is liable to pay in respect of supplies made by Gough Transport Solutions under these Terms and Conditions, at the same time and in the same manner payment is made for the supply to which the payment relates.
(c) all prices are exclusive of delivery costs.

4. Payment Terms
4.1  The Customer agrees to pay to Gough Transport Solutions the Price in full before the Goods are delivered, unless the Customer has completed and returned a Credit Application Form and Gough Transport Solutions has agreed to extend credit to the Customer, in which case  unless otherwise agreed in writing by Gough Transport Solutions, the Customer agrees to pay the Price in full on or before the expiry of  30 days from the end of the month in which the Goods and/or Services were supplied (Due Date).
4.2  If the Customer fails to pay the Price in full on or before the Due Date, then Gough Transport Solutions may in its discretion charge a credit charge on the amount remaining unpaid.  The credit charge will be the rate of interest prescribed by the Attorney-General from time to time under the Penalty Interest Rates Act 1983,  calculated daily and compounded monthly from the Due Date to the date that the outstanding balance is paid in full.  The Customer will be responsible for all costs incurred by Gough Transport Solutions in recovering the outstanding money.
4.3  If Gough Transport Solutions agrees to extend credit to the Customer, the Customer agrees to the terms stated in the Credit Application Form.
4.4  Irrespective of the terms of the Credit Application Form  Gough Transport Solutions may withdraw any credit facility at any time without any prior notice to the Customer, including in respect of any Orders that have been accepted and Goods already sold, supplied or delivered to the Customer or as directed by the Customer.  All amounts outstanding will become immediately due and payable  upon the withdrawal of the credit facility.
4.5  Any payment to be made by the Customer under this clause 4 must be paid in Clear Funds by direct payment into such account as may be nominated by Gough Transport Solutions or by such other method that Gough Transport Solutions may direct.

5. Suitable Charge
5.1  To secure payment of all monies which may become payable by the Customer to Gough Transport Solutions the Customer HEREBY acknowledges and agrees to grant a charge over all of the Customer’s interest in the land described as Business Premises in the Application for Credit and all other real property of the Customer both present and future.  The Customer consents to Gough Transport Solutions lodging a caveat or caveats noting its interest pursuant to any such charge. 
5.2  The Customer agrees, at the request of Gough Transport Solutions, to execute any other documents, in registerable form to better secure this equitable charge.
5.3  The Customer hereby agrees to indemnify and keep indemnified Gough Transport Solutions from and against all fees (including but not limited to legal and debt collection fee), loss, damages, costs and expenses of whatever description and any interest incurred, arising out of or in respect of such a charge and/or caveat.

6. Risk and Retention of Title
6.1  The Customer acknowledges and agrees that no title to the Goods shall pass to the Customer and the Goods shall be held by the Customer as bailee for Gough Transport Solutions until the Customer pays to Gough Transport Solutions the Price in full.  Until such time Gough Transport Solutions will remain the absolute legal and equitable owner of the Goods .
6.2  The risk in the Goods will pass from Gough Transport Solutions to the Customer at Delivery Time.
6.3  Until the Customer pays to Gough Transport Solutions the Price in full:
(a)  the Customer must properly segregate and store the Goods in such manner as to clearly indicate that they are the property of Gough Transport Solutions;
(b) The Customer acknowledges that in the event that the Customer sells Goods received from Gough Transport Solutions before title in the Goods has passed to the Customer, the Customer must sell the Goods as agent for Gough Transport Solutions and must hold an amount equivalent to the Price of those Goods from the proceeds of sale, in a separate account in trust for Gough Transport Solutions, and remit those monies to Gough Transport Solutions.
6.4  In the event that the Customer uses the Goods in some manufacturing or construction process of its own or some third party, then the Customer shall hold such part of the proceeds of such manufacturing or construction process as it relates to the Goods in trust for Gough Transport Solutions and remit those monies to Gough Transport Solutions.  Such part shall be deemed to equal in dollar terms the amount owing by the Customer to Gough Transport Solutions in respect of those Goods at the time of the receipt of the proceeds.
6.5  The Customer must :
(a)  at its own cost, effect and maintain with a reputable insurance company insurance for the Goods for their full replacement value from the time that risk in the Goods passes to the Customer until the time that title in the Goods passes to the Customer.;
(b) note the interest of Gough Transport Solutions on the insurance policy; and
(c) produce a certificate of currency of the insurance effected by the Customer under this clause 6.5 to Gough Transport Solutions, upon request.
6.6  The Customer’s right to possession of the Goods shall cease if:
(a)  not being a company, the Customer commits an act of bankruptcy: or
(b)  if the Customer is a company, a Receiver or Manager becomes entitled to take possession of any assets of the company or any proceedings are instituted for the winding up of the company.
6.7  If the Customer breaches these Terms and Conditions or if any event described in clause 6.6 has occurred the Customer authorises Gough Transport Solutions, at any time, to enter upon any premises upon which Gough Transport Solutions reasonably believes the Goods may be  stored for the purpose of:
(a)  inspecting the Goods; and/or
(b)  taking possession of the Goods.

7. Joint and Several Liability
Where Gough Transport Solutions has agreed to extend credit to the Customer and the Credit Application Form is signed by two or more applicants those applicants are jointly and severally liable.

8. Delivery
8.1  The Delivery Time shall be a time or during a period agreed by Gough Transport Solutions and the Customer.
8.2  Gough Transport Solutions reserves the right to withdraw an Order Confirmation at any time before the Delivery Time and will not be liable for any Loss whatsoever arising from its failure to deliver any or all of the Goods.
8.3  Gough Transport Solutions reserves the right to make partial deliveries against an Order and to invoice each partial delivery separately and the Customer cannot reject Goods on the basis of partial delivery.
8.4  Where Goods remain in the possession of Gough Transport Solutions after the Delivery Time (including where the Customer fails for whatever reason to take delivery of the Goods), Gough Transport Solutions is entitled to charge the Customer for all Loss occasioned by the Customer not accepting delivery together with any costs and Loss in respect of the carriage, care and custody of the Goods.
8.5  Unless otherwise agreed by Gough Transport Solutions, all Goods will be delivered to the Delivery Address.
8.6  The Customer must ensure that it or its employees or agents are in attendance at the Delivery Address at the agreed time or agreed period for delivery to accept delivery of the Goods and to acknowledge receipt upon the Order Confirmation or invoice  or other document accompanying the Goods.

9. Force Majeure
9.1  Gough Transport Solutions is not liable for any failure to perform its obligations under these Terms and Conditions  due to the occurrence of an event which is beyond its control, including without limitation:
(a) act of God, lightning, fires, floods, explosions;
(b) strikes, lock-outs or other labour difficulties;
(c) breakages, accidents or other damage to or failure of machinery or equipment;
(d) unavailability or shortage of raw materials, labour, power supplies or transport facilities; or
(e) failure or inability to obtain licences or the effect of any applicable laws, orders, rules or regulations of any government or competent authority (Force Majeure Event).
9.2  If a Force Majeure Event occurs and  Gough Transport Solutions cannot perform it obligations under any Order or these Terms and Conditions for a period in excess of 30 days, Gough Transport Solutions may terminate any agreement between Gough Transport Solutions and the Customer by written notice to the Customer.

10. Warranty
10.1  Gough Transport Solutions warrants to repair or replace (at Gough Transport Solutions’ absolute discretion) Goods which Gough Transport Solutions in its absolute discretion, determines to be defective in materials or workmanship under normal use and service.
10.2  The Customer has no claim under clause 10.1 unless:
(a)  a complaint is made to Gough Transport Solutions in writing, immediately on it becoming aware of the alleged defect and within twelve 12 months of the Delivery Time; and
(b)   Gough Transport Solutions, after receipt of the complaint, is permitted to inspect the Goods and investigate the complaint.
10.3  If a complaint is not made to Gough Transport Solutions in accordance with clause 10.2, the Goods delivered will be deemed to be free of any defect and Gough Transport Solutions will not be held liable for any future Losses regarding the use or application of the Goods.
10.4  The liability of Gough Transport Solutions under clause 10.1 warranty is limited to the repair or replacement of defective Goods and components.  All other costs, including without limitation cartage and installation, must be paid by the Customer. While the Goods are in the custody of Gough Transport Solutions for investigation or repair they will be at the risk of the Customer and Gough Transport Solutions, its officers, employees and agents will not be liable for any damage to the Goods.
10.6  The Customer acknowledges and agrees that the warranty under this clause 10 does not extend to Goods and components not manufactured by Gough Transport Solutions  but Gough Transport Solutions agrees , in its absolute discretion, to endeavour to obtain for the Customer the benefit of any applicable manufacturer’s warranty.
10.7  Subject to clause 2.4 the benefits conferred by this warranty are in addition to any statutory rights and remedies of the Customer.

11. Liability
11.1  Legislation such as the Trade Practices Act 1974 (Cth) may imply into these Terms and Conditions warranties or conditions or impose obligations which cannot be excluded, restricted or modified and these Terms and Conditions are read subject to those statutory provisions.
11.2  All other conditions, warranties, representations, liabilities and obligations, whether implied or imposed by statute, including any conditions or warranties as to the merchantability, fitness for purpose or correspondence with description are excluded to the extent permitted by law.
11.3  In the event that Gough Transport Solutions breaches its obligations referred to in clause 11.1, to the extent allowed by law, its liability is limited to any one or more of the following, at its election:
(a) the replacement of the Goods;
(b) the  repair of the Goods;
(c) the supply of equivalent Goods or re- supply of Services; or
(d) the payment of the cost of replacing the Goods or acquiring equivalent goods or services or having the services supplied again; or
(e) the payment of the cost of having the Goods repaired.
11.4  The total liability of Gough Transport Solutions under these Terms and Conditions is, to the extent permitted by law, expressed in this clause 11 and Gough Transport Solutions will under no circumstances be liable to the Customer for any Loss incurred by the Customer or any other party resulting directly or indirectly out of the supply by Gough Transport Solutions to the Customer or the use of the Goods by the Customer or out of any breach of Gough Transport Solutions under these Terms and Conditions or out of the negligence or wilful misconduct on the part of Gough Transport Solutions or any of its officers, employees or agents.
11.5  The Customer agrees to release, hold harmless and indemnify Gough Transport Solutions to the extent permitted by law from and against any liability whatsoever and howsoever arising (including, without limitation, from negligence or wilful misconduct on the part of the company or any of its officers, employees or agents) in connection with the sale of the Goods by Gough Transport Solutions  or the use of the Goods by the Customer.
11.6  Nothing in these Terms and Conditions shall exclude or modify any conditional warranty implied by law where to do so would render these Terms and Conditions void.

12. Service Repair Warranty
12.1  Gough Transport Solutions warrants  any repair work carried out by Gough Transport Solutions  to be free from defects in material and workmanship.
12.2  The Customer has no claim under clause 12.1 unless the defect is:
(a)   discovered and a complaint is made to Gough Transport Solutions in writing within six (6) months of the date of completion of the repair work by Gough Transport Solutions: and
(b)  Gough Transport Solutions, after receipt of the complaint, is permitted to inspect the Goods and investigate the complaint.
12.3   The Customer acknowledges and agrees that the liability of Gough Transport Solutions under clause 12.1 warranty is limited to the replacement or repair of the defective material or the repair of the defective workmanship if, after inspection by Gough Transport Solutions, Gough Transport Solutions is satisfied that  the repair is defective in material supplied or workmanship. The warranty does not cover labour for removal or installation, or parts or exchange components.  The Customer shall bear all other costs including without limitation transportation and handling costs.

13. Governing Law
These Terms and Conditions are governed by and will be construed in accordance with the laws of the State of Victoria  and the parties submit to the non-exclusive jurisdiction of the Courts of Victoria and any Courts that may hear appeals from those