1. Application

1.1 These Terms and Conditions of Supply (“Supply Terms”) apply exclusively to all orders and supply of goods or services (“Goods or Services”) provided by Tereza Green Landscape Design and Construction (“the Supplier”) to its clients (“the Customer”), unless otherwise agreed in writing.

1.2 Any modifications to these Supply Terms must be expressly agreed to in writing and signed by both parties. A waiver of any provision must also be in writing and does not imply a waiver of any other provision.

2. Orders for Goods / Services

2.1 Any quotation or estimate provided by the Supplier does not constitute a binding offer.

2.2 Quotations or estimates are valid for 30 days from the date issued unless otherwise stated. The Supplier reserves the right to vary or withdraw a quotation prior to accepting an Order.

2.3 By placing an Order or accepting delivery of Goods or Services, the Customer agrees to these Supply Terms.

2.4 Orders are not binding unless accepted in writing by the Supplier.

2.5 Upon acceptance of an Order, a binding Contract is formed and the Supplier will provide the Goods or Services, subject to availability, and the Customer must pay the agreed Price under these Terms.

2.6 Orders cannot be cancelled by the Customer without written approval. The Customer may be liable for any associated costs, losses, or damages resulting from cancellation.

2.7 The Customer must provide all relevant information (including plans, specifications, and instructions) necessary for the Supplier to supply Goods or Services.

2.8 If the provided information is inadequate, the Customer must supply additional materials at their own cost as reasonably requested by the Supplier.

2.9 The Supplier may rely on the accuracy of all Customer-provided information.

2.10 The Supplier reserves the right to adjust pricing if Customer-provided information contains errors or omissions.

2.11 The Customer is responsible for ensuring Goods or Services are fit for their intended purpose.

2.12 The Customer is also responsible for ordering the correct quantity. The Supplier is not liable for shortfalls or excesses.

2.13 The Supplier may cancel a Contract before delivery without liability, except to refund any advance payment made.

3. Pricing and Payment

3.1
a) Prices are based on the Supplier’s list price at the time of dispatch and may change at any time, including after Order acceptance.
b) The Supplier may require a deposit and issue progress invoices for work completed.
c) Prices exclude GST and any applicable delivery charges.

3.2 Payments must be made in full without set-off or deduction.

3.3 The Supplier may charge additional fees, including surcharges and third-party charges, which will be notified as necessary.

4. Delivery of Goods

4.1 If delivery is agreed:
a) Delivery charges, waiting time, and related costs will apply.
b) The Supplier will aim to deliver by the agreed date.
c) Goods may be left at the Delivery Address whether or not someone is present.
d) Extra charges may apply if delivery cannot be completed as agreed.

4.2 Deliveries will occur during business hours unless otherwise agreed in writing.

4.3 Goods may be delivered in instalments.

4.4 The Customer must ensure that someone is available to receive and sign for the delivery. The Supplier is not obligated to obtain a signature.

4.5 The Supplier is not liable for loss or damage after the Goods are delivered to the Delivery Address.

4.6 The Customer agrees:
a) The Supplier’s delivery responsibility ends at the threshold of the Delivery Address.
b) Safe access must be provided.
c) The Supplier may refuse to deliver and return the Goods at the Customer’s cost if safety is a concern.

4.7 A signed delivery docket—by the Customer or someone reasonably believed to be authorised—confirms the Goods were received in accordance with the Contract.

4.8 A delivery certificate signed by the Supplier is considered valid evidence of delivery.

4.9 The Customer must inspect Goods immediately upon delivery or collection.

5. Risk

• Once we deliver or perform the goods/services at the agreed address, all risk and responsibility passes to you.

• If you're picking up goods yourself, the risk passes to you once the goods are loaded onto your vehicle.

6. Ownership (Title)

• We keep ownership of all goods until they’re fully paid for.

• Until then, you must:

  • Look after and separate them from other goods.

  • Not sell, move, or offer them as security to anyone else.

  • Return them if we ask.

  • Let us access your property to collect them if needed.

  • Hold any money from their sale on trust for us.

7. Payments & Security

• Payment is due on the date in the contract, or within 7 days of invoice if no date is given.

• Late payments will incur:

  • 10% daily interest, compounded monthly.

  • Suspension of goods/services.

• You give us legal rights (security interests) over goods and property until fully paid.

• We may register those interests or place caveats over property if needed.

• You must help us do this and cover any related costs (e.g. dishonoured payments, legal fees).

• We may withhold sensitive PPSA-related info and skip some PPSA sections.

• Accepting late payments doesn’t waive our rights.

8. Events Beyond Our Control (Force Majeure)

• We’re not liable for delays due to things like strikes, shortages, natural disasters, or pandemics.

• If this lasts over 14 days, we can cancel affected parts of the agreement.

9. Intellectual Property & Confidentiality

• Any plans, designs, or documents we provide remain ours.

• You can use them only as part of the goods/services provided.

• You must not share confidential info.

• You promise that anything you give us (designs, instructions, etc.) doesn’t infringe anyone else’s rights.

10. Approvals

• You’re responsible for obtaining and paying for any permits or approvals needed.

11. Security/Guarantees

• If we ask, a director’s personal guarantee may be required.

• We won’t provide a bank guarantee, and you can’t withhold money from us for any reason.

12. Warranties

• You confirm anyone signing the contract for you has your full authority.

• We don’t guarantee that our goods/services are fit for any specific purpose unless legally required.

• Where the law requires warranties, we will either replace/repair/resupply at our discretion.

• We comply with the Australian Consumer Law where required.

13. Limitation of Liability

• If we’re liable, our maximum responsibility is limited to what you paid us for that particular job.

• We’re not liable for indirect or unexpected losses like lost profits, business interruptions, or reputation damage.

• Exceptions apply if we cause death/injury or commit fraud.

• Both parties must try to minimise any loss.

14. Indemnity

You agree to cover our losses if any of the following happen:

• You give us incorrect information.

• You break this agreement or don’t get necessary approvals.

• Your actions or your staff’s cause damage, delay, or rework.

• Our team is harmed or your property is damaged during delivery or service.

• You refuse delivery, cancel orders without agreement, or legal action arises from secured property.

15. Ending the Contract

• Either party can end the contract if the other:

  • Breaks the agreement and doesn’t fix it within 7 days.

  • Breaks a term that can’t be fixed.

  • Has a major change in business control.

  • Becomes insolvent.

• We can also end the contract with 30 days’ written notice for any reason. All outstanding charges must be paid up to the end date.

16. General Terms

• This isn’t a partnership or employment agreement.

• Changes must be in writing and agreed by both parties.

• All notices must be in writing.

• If part of the contract isn’t enforceable, the rest still applies.

• You must tell us immediately if your business control changes.

• We can assign (transfer) our rights to others; you need our permission to do the same.

• Queensland law applies to this agreement.