Terms & Conditions

All contracts with SDM shall only be accepted subject to these Terms and Conditions. SDM may at any time, and from time to time alter these Terms and Conditions and such altered Terms and Conditions shall apply after notification by SDM to the Customer.

The Customer hereby warrants that it is the owner of the vessel and/or has authority to request SDM to perform the works on the said vessel. If a Customer cancels or alters any request for works SDM reserves the right to charge to the Customer the costs of any special goods or materials already acquired for the Customer together with the cost of any labour and tooling expended to the date of such cancellation or alteration.

Goods and Services Tax ("GST"), Sales Tax or any other applicable tax or duty payable shall be paid by or re-imbursed by the Customer to SDM on demand and the Customer shall indemnify and keep indemnified SDM in respect of all taxes and duties including GST arising out of any works or sale of goods. Where there is a change in costs incurred by SDM in relation to any works, SDM may vary its price in respect of the works to take account of such change by notifying the Customer.

All prices shall be those referred to in SDM price lists and/or arrangements current at the date of invoice and prices shall be subject to change without notice.

a) Unless otherwise stated on any SDM invoice, all prices are strictly net. The Customer shall make payment of all amounts payable as follows: 50% of the quoted price on or before commencement of the works, and the balance within seven (7) days of the date of the final invoice.

b) The final invoice shall be issued by SDM upon completion of the works as determined by SDM at its sole discretion.

c) Customers shall not be entitled to withhold payment of any account by reason of any account query, dispute or set off.

If the Customer fails to make payment in accordance with Clause 5, SDM shall be entitled to:

a) Require the payment of cash upon delivery of any further goods;

b) Charge an interest charge at the rate of one point five per centum (1.5%) per month on a cumulative basis on all overdue amounts (including late payment charges and amounts other than the price) calculated on a day to day basis on any monies due but unpaid, such interest charge to be computed from the due date for payment AND the parties agree that such interest charge is not a penalty but is a true measure of damages incurred by SDM.

c) Claim from the Customer all costs, expenses and charges incurred on any account whatsoever including but not limited to any action taken by SDM to recover monies or goods due from the Customer including but not limited to any mercantile agents costs and legal costs and disbursements on a solicitor-client basis. Payments received from the Customer will be credited first against any interest charge and costs and all such charges shall be payable on demand; and

d) Cease any further work for the Customer and to terminate any agreement in relation to goods that have not been delivered.

e) Customers having overdue accounts will be precluded from participating in any special deals, discounts, bonus payments, redemptions, rebates and all other incentive programs until their accounts are no longer overdue.

Any date or time quoted for completion of the works and delivery is an estimate only and SDM shall endeavour to effect completion of the works delivery at the time or times required by the Customer but failure to do so shall not confer any right of cancellation or refusal of the works delivery on the Customer or render SDM liable for any loss or damages directly or indirectly sustained by the Customer as a result thereof, including any delay resulting from any unforeseen delay in the supply of goods or materials to SDM.

The Customer shall not be relieved of any obligation to accept or pay for works, goods or services by reason of any delay in delivery or any strike, lockout, unavailability of materials, accidents to machinery, differences with workmen, breakdowns, shortages of supplies or labour, fires, floods, storm or tempest, transport delays, acts of God, restrictions or intervention imposed by any laws, regulations, governments or agencies thereof and any other cause beyond the control of SDM or any other cause whatsoever.

In the event that the Customer is insolvent, commits an act of bankruptcy or is unable to pay its debts as and when they fall due or an order is made or an application for an order is lodged or a meeting is convened for the appointment of an administrator, receiver, manager or a liquidator or payment is not made on or before a due date, then immediately upon request by SDM the Customer shall deliver up all machinery, parts, materials, equipment or accessories supplied by SDM to the Customer failing which SDM by its servants and agents is hereby irrevocably authorised at any time to enter any premises where those goods are located and to remove them, regardless of whether they have become fixed to any place, vehicle, vessel or thing and for this purpose SDM is appointed the Customers agent. The Customer shall indemnify and keep indemnified SDM against all costs incurred by SDM and all claims made against SDM (including any claims made by third parties) arising from SDM entering any premises and any removal effected by SDM.

SDM will provide an estimate of the price for the Works. The Customer will be liable to pay the SDM the amount quoted by SDM on completion of the Works and SDM will use its best endeavours to inform the Customer of any variations in the estimate. In the event that the Customer rejects a quotation and SDM has completed Works then the Customer shall be liable to pay SDM all its reasonable costs incurred including preparation of the quotation. The Customers shall not require SDM to reassemble its property following any rejection of the quotation unless by agreement or SDM is paid for such Work as determined by SDM.

Notwithstanding delivery of the works, goods or any materials or their installation and completion of the Works, property in any given goods or materials shall remain with SDM until the Customer has paid and discharged any and all other indebtedness to SDM on any account whatsoever, including all applicable sales taxes and other taxes, levies and duties. Any payment made by or on behalf of a Customer which is later avoided by the application of any Statutory Provision shall be deemed not to discharge the Customer's indebtedness and, in such an event the parties are to be restored to rights which each respectively would have had if the payment had not been made.

The risk in the works goods or any materials shall pass to the Customer upon delivery to the Customer or his agent or to a transport company nominated by the Customer or while in SDM's possession during the provision of Works. SDM shall not be liable for any loss or damage to the Customer's property whilst in its possession and the Customer agrees to indemnify SDM against all actions, suits, claims and demands against SDM arising directly or indirectly out of such loss or damage to the Customers property.

The Customer acknowledges that it is in possession of the works, goods or any materials solely as a bailee for SDM until payment as defined in clause 5 has been made in full to SDM and until such payment:

a) The Customer shall be fully responsible for any loss or damage to the works, goods and any materials whatsoever and howsoever caused following delivery; and

b) The Customer shall where possible store the works, goods and any materials separately from its own goods and those of any other party.

The Customer hereby irrevocably grants to SDM, its agents and servants, an unrestricted right and licence, without notice to enter premises occupied by the Customer to identify and remove any of the goods the property of SDM in accordance with the Terms and Conditions without in any way being liable to the Customer or any person claiming through the Customer. SDM shall have the right to sell or dispose of any such works, goods or materials removed or otherwise in its sole discretion and shall not be liable for any loss occasioned thereby.

If the works, goods or materials are affixed to other materials, the totality thereof shall be the sole and exclusive property of SDM until payment as defined in clause 5 has been made in full to SDM unless the other goods, materials or part thereof are or is the property of a party or parties other than the Customer in which case the totality thereof shall be deemed to be owned as tenants in common with such other party or parties in shares corresponding to the respective amounts paid or payable by the Customer in respect of such other party or parties.

The Customer shall be at liberty to agree to sell the goods subject to the condition that until payment has been made in accordance with clause 5, the Customer shall sell as an agent and bailee for SDM and that the entire proceeds from the sale thereof shall be held in a separate account on trust for SDM.

The right to on-sell, deal or otherwise dispose of the goods in the normal course of trade may be revoked at any time by SDM and shall automatically cease if a Receiver is appointed over any of the assets on the undertaking of the Customer or if a winding up order is made against the Customer or if the Customer goes into voluntary liquidation (otherwise than for the purpose of reconstruction/amalgamation) or administration or calls a meeting of, or makes any arrangement or composition with, creditors or commits any act of bankruptcy or where the Customer is in default of any of its obligations to SDM.

Subject to payment in full being made as defined in clause 5, SDM shall use its best endeavours to pass on to the Customer the benefit of any warranties or guarantees it receives in respect of goods or parts thereof supplied to the Customer.

18.1 SDM is not responsible or liable under any manufacturers warranty however SDM will pass on for the benefit of the Customer any warranty provided by the manufacturer of any goods supplied to the Customer in respect of the Works.

18.2 SDM will not be responsible and the warranty does not apply for failure of defect in respect of the Works resulting from or arising in connection with, Customer or operator abuse or neglect, lack of maintenance, improper use or operation, improper alterations, modifications or repairs conducted by the Customer or any third party, failure to use and operate in accordance with any installation, maintenance or instructions provided by SDM in respect of the Works, normal wear and tear or the Customer being in breach of these conditions.

18.3 In order for a warranty claim to be valid, the Customer must provide SDM with written confirmation and details of the defect within seven (7) days of identifying the defect, allow SDM to inspect the Customer's property and provide all necessary information to SDM.

These Terms and Conditions do not exclude, restrict or modify the application of any provisions of any Commonwealth, State or Territorial Law which by law cannot be excluded, restricted or modified.

a) i) SDM's liability to the Customer in the case of the works and the goods supplied to a Customer who is not a "consumer" (as defined in the Trade Practices Act, 1974 as amended from time to time ("the Act")), is limited to that implied into the contract expressly or by Law. ii) Subject to the above, liability will be limited at SDM's discretion whether it relates to supply of goods or the works.

b) Except for those conditions and warranties implied by any Act or other sale of goods or consumer protection legislation which may not be excluded, the Customer agrees that: i) It has not relied on any inducement, representation or statement made by or on behalf of SDM in purchasing the goods or the works and there are no implied conditions or warranties herein and no collateral contracts in connection herewith (except such as may be in writing and signed by a duly authorised representative of SDM); and ii) This clause sets out the entire liability of SDM in respect of its liability under the Act or otherwise in respect of liabilities to a consumer for a breach of a condition or warranty with respect to the works or goods.

In no circumstances will SDM incur any liability in respect of or arising out of or in connection with any special, consequential, direct or indirect loss, damage, harm or injury suffered or incurred by the Customer.

SDM shall not be liable for any failure or delay in supply services or delivery the goods where such failure or delay is wholly or partly due to any cause or circumstance whatsoever outside the reasonable control of SDM including, but not limited to, war, strikes, lockouts, industrial disputes or unrest, government restrictions or intervention, transport delays, fire, act of God, breakdown of plant, shortage of supplies or labour, storm or tempest, theft, vandalism, riots, civil commotions or accidents of any kind.

If the Customer fails to comply with any of these Terms and Conditions or being a natural person or persons commits any act of bankruptcy, or being a corporation passes a resolution for winding up or liquidation (other than for the purposes of reorganisation or reconstruction) or administration or enters into any composition or arrangement with creditors or if a receiver or manager or administrator is appointed for any property or assets of the Customer or becomes liable to be wound up by reason of insolvency or if any petition is presented for its winding up, or if a liquidator or provisional liquidator or administrator is appointed, SDM may, in addition to exercising all or any of its rights against the Customer, suspend any further works and immediately recover possession of any goods not paid for in accordance with these Terms and Conditions.

b) If through circumstances beyond SDM's control it is unable to complete the Works (including the supply of any goods in respect of the Works) then SDM may terminate this contract by notifying the Customer at any time. SDM shall in those circumstances have no liability to the Customer or any third party for any loss or damage, directly or indirectly resulting from such termination.

c) If the Customer terminates the contract after acceptance by SDM, then the Customer shall be liable to SDM and SDM will be entitled to loss and damage for breach of contract.

d) SDM may from time to time at its discretion subcontract on any terms part or the entire works the subject of this contract without committing any breach of this contract.

e) It is expressly agreed that all exemptions or limitations of liability pursuant to this contract shall extend to every employee or agent of SDM hereunder.

Other than in respect of SDM's obligations pursuant to clause 20 hereof SDM shall not be liable to accept any returned goods.

The Customer agrees that these Terms and Conditions shall be construed according to the laws of the State or Territory as SDM may in its sole discretion determine. Proceedings may be instituted in such State or Territory as SDM may in its sole discretion determine. Failing such determination the Customer consents to any proceedings being instituted and heard by any appropriate Court sitting in the State of New South Wales applying the laws of the State of New South Wales.

The Customer agrees that service of any notices or Court documents may be effected by forwarding same by pre-paid post or facsimile to the last known address of the Customer.