1. General – These conditions of sale apply to any supply of goods and services by the company. Orders are accepted subject to the following terms and conditions and the placing an order with the company is deemed to be accepted for such terms and conditions by the customer. No variation or modification of, or substitution for, such terms and conditions shall be binding unless expressly accepted by the company in writing.
2. Precedence – In the event of conflict between these conditions and those which may be included in, or implied by, any document forming part of any enquiry, specification, quotation, order or contract, then these conditions prevail except in as far as they are expressly varied by the Company in writing or otherwise by law. Specifically these conditions of sale shall take precedence over the purchasers or customers terms and conditions which such purchaser or customer purports to include in the terms of sale.
3. Acceptance – A quotation is not to be construed as an offer or obligation to sell and the Company reserves the right to accept or reject any orders received.
4. Validity - Unless otherwise stated, quotations are open for acceptance for a period of 30 days from date of quotation and thereafter are subject to confirmation before acceptance.
5. Cancellation or Variation – A contract may, at the Company’s option, be terminated in the event of insolvency of the purchaser or of the purchaser being placed in liquidation, whether voluntarily or otherwise. An order may be varied only if such variation is accepted by the Company in writing.
6. Information and Drawings – All descriptive specifications, illustrations, drawings, data, dimensions and weights furnished by the Company or otherwise contained in catalogues, price lists and other advertising matter of the Company are approximate only and are intended to be by way of general description of the goods and shall not form part of the contract unless certified by the Company in writing, in which case, they shall be subject to recognised tolerances. The Company is not deemed to have agreed to comply with any specifications and drawings referred to in any order unless such specifications and drawings have been produced to the Company with or prior to the customer’s order and signed by the Company.
7. Performance – Any performance figures given by the Company are based on the Company’s experience and are such as the Company expects to obtain on test. The Company is under no liability for damages for failure to attain such figures unless the Company has specifically guaranteed them in writing, subject to recognised tolerances applicable to such figures.
8. Prices –
(a) All prices are subject to change without notice and all orders are accepted by the Company on the condition that they will be invoiced at the prices ruling at the date of despatch. All prices are strictly net unless where otherwise stated.
(b) Goods are sold on a Free on Transport (FOT) basis. Where the purchaser requires freight to be prepaid, all expenses will be to their account at cost.
(c) All prices shown in published catalogues or price lists are recommended selling prices only and there is no obligation on the part of any reseller to maintain the same prices.
(d) The quotation includes only such goods as specified in it. Goods offered ex stock are subject to prior sale and delivery time quoted is quoted in good faith by the company but without obligation.
9. GST – For the purpose of these conditions “GST” means GST within the meaning of a New Tax System
(Goods and Services Tax) Act 1999 (the act). The prices quoted do not include GST unless specifically stated.GST will be added to the price of the goods and services and any other form of taxable supply as defined in the Act at the rate applicable at the time of supply, and the Company will provide a valid tax invoice.
10. Terms of payment – On the companies notification that the goods are available for despatch or within 30 days of invoice for approved account customers. Should the purchaser delay in respect of any payment due to the Company then the Company shall have the right in addition to all other rights at law to charge interest on the overdue amount at such rate prescribed from time to time by the Penalty Interest Rates Act 1983 and calculated from the date of invoice to the actual date of full and final payment. Payment will be credited first against interest accrued. The Company may also defer or cancel any outstanding balance of an order and may enter upon the purchaser’s premises or elsewhere as provided in clause 13.
11. Packing – Unless stated otherwise in the quotation, the price quoted includes packing in accordance with the Company’s standard practice. Any other packing requested by the purchaser or deemed necessary by the Company will be charged for in addition to the price quoted.
12. Delivery – The delivery period quoted commences from the date the Company receives sufficient information to proceed with supply or from the date the Company receives the purchaser’s written order, whichever is the later date. Quoted delivery dates are subject to confirmation when placing the order and are given in good faith but without any obligation of the company for compliance. The Company is not in any event liable to the purchaser for any loss of profits or any other consequential loss or damage caused to the purchaser by any delay in the delivery or non-delivery of the goods or any part of them.
Claims for shortages in deliveries must be advised to the Company in writing within 7 days of receipt of goods.
A delivery charge per order, charged at the rate applicable at the time of delivery, will be applied on all orders which are delivered to the customers premises or as directed by the customer. This amount will be shown as a separate item on all invoices. The customer may elect to have orders delivered or to collect from the company. If the customer chooses to collect but does not do so within 14 days of being advised that the order is available for collection or fails to make an election within that time the company may at its option deliver the order to the customer at the customers cost as provided for in this clause or arrange suitable storage for such goods at the companies premises or elsewhere and all costs of or incidental to such storage must be borne by the customer.
13. Property and Risk – Responsibility for all goods passes to the purchaser upon despatch from the company and the company has no liability of any nature whatsoever for the goods once they have left the companies premises. The company recommends that the customer takes out appropriate transit or other insurance. Without guarantee or obligation the company may be able to arrange transit insurances to the purchaser at the purchaser’s cost. Notwithstanding that the goods are in whole or in part at the risk of the purchaser, the property in and legal title to the goods remains with the Company until they and all other goods previously supplied by the Company whether under this or any other contract (collectively referred to as the goods) have been paid for by the purchaser.
Until the goods have been fully paid for:
(a) The Company may by its servants and agents enter the purchaser’s premises or elsewhere at any time without notice to inspect the goods.
(b) The purchaser must store them including other goods into which the goods have been incorporated, in such a manner as to show clearly that the goods are the property of the Company
(c) The purchaser must deliver up the goods to the Company on demand, and in default of delivery, the Company may by its servants and agents enter the purchaser’s premises or elsewhere at any time without notice to repossess the goods
(d) To the extent (if any) that the property in and legal title to the goods has passed to the purchaser by operation of law, then the Company has a specific lien over the goods until paid for in full
(e) The purchaser is not entitled to make any deductions from the price of the goods for any set off or counter claim.
14. Loans and Hire – Any equipment loaned or hired out by the Company must be returned by the recipient in the original packing, and in original condition – fair and reasonable wear and tear excepted. Any returned equipment found damaged or defective, due to reasons not covered by the Company’s standard warranty provisions, results in the recipient being charged for repair charges, or the cost of the equipment, whichever is the lesser.
Return freight if applicable, will be prepaid by the recipient.
15. Copyright, Licenses & Patents and Industrial Property -
(a) Copyright licenses, patents and design rights for all engineering design , software and hardware supplied by the Company remain the property of the Company and shall not be available in any form to third parties, nor re-used by the purchaser, unless agreed to in writing by the Company. Any software supplied by the Company may be used by the purchaser only on the CPU or equipment configuration specified.
(b) The purchaser must not alter, remove or in any way tamper with any of the trade or other marks or numbers of the Company or its principals attached to or placed on the goods.
16. Service – Where training service consultation commissioning or engineering assistance (“services”) forms part of supply of goods and/or services, such services will be charged at a rate per 8 hour day (or part thereof) for a specified number of company employees. Where services are carried out external to the Company’s offices, the cost of transporting equipment, employees air fares, hire car for site transportation, meals, accommodation and miscellaneous out of pocket expenses will be charged at cost. All travel time and stand-by / waiting time will also be charged in accordance with the labour rate applicable at the time.
17. Warranty – All goods which are of the Company’s own manufacture or of the Company’s principal’s manufacture and supplied by the Company, are guaranteed against faulty workmanship, materials or design for a period of 12 months from the date of despatch after which all liability on the part of the Company ceases. Any repairs that the Company undertakes are guaranteed for a period of 3 months in respect only of the components that are the subject of the repair. The Company’s liability for any loss, injury or damage shall be limited to making good by replacement or repair of defects which appear under proper use provided that the Company is permitted to inspect defects before replacement, the defective components being returned free into the Company’s store. Any unauthorised repairs or alterations to the equipment invalidate this warranty.
In the case of goods not of the manufacture of the Company or of its principals, the Company undertakes that it will, if requested in writing by the purchaser, make all reasonable endeavour in assisting the purchaser to obtain from the manufacturer the benefit of any guarantee or warranty which the manufacturer may have expressly given as to the quality or fitness for any purpose of the goods, except as may otherwise be provided for by law. The fulfillment of this undertaking constitutes the Company’s sole liability for any loss of profits or consequential loss or damage suffered by the purchaser in consequence of any defect in material or workmanship of such goods or the failure of the goods to perform in accordance with any performance figure stated. There are no expressed or implied warranties given by the Company in respect of Proprietary software. The only warranty that is applicable is the warranty supplied by the owner of the software and the purchaser must comply with all reasonable conditions of such warranty.
This warranty does not exclude any condition or warranty implied by the Trade Practices Act 1974 or separate State Laws and is in addition to any other right that the original purchaser or any subsequent purchasers may have at law.
18. Indemnity – The Purchaser must comply with all instructions of the Company in relation to the fitting, installation and use of the goods. Notwithstanding such compliance, the purchaser must keep the Company indemnified against all claims expenses and liabilities of whatever nature including, without limiting the generality of the foregoing, claims for death, personal injury, damage to property, and consequential loss, including loss of profit which may be made against the Company or which the Company may sustain pay or incur arising out of the manufacture or sale of the goods, unless the same is directly and solely attributable to any breach of contract or by negligence of the Company or its authorised employees or agents.
19. These conditions are to be so construed as not to infringe any State or Commonwealth legislation, and if necessary they shall be read down to such extent necessary to ensure they do not so infringe. In the event that any conditions cannot be read down so as not to infringe it shall be deemed to be void and severable.
20. This agreement shall be governed by the laws of the State of Victoria Australia and the Courts of Victoria shall be the Courts of appropriate and competent jurisdiction to hear and determine any matter arising under or pursuant to this agreement.