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1. Contract of
Sale of Products
1.1 These
Terms and Conditions supersede all previous Terms and
Conditions imposed by the Seller and may only be varied if
authorized in writing by the Seller. Each order will
constitute an offer by the Customer to acquire Products from
the Seller 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 the Seller in writing.
1.2 A
contract will be made between the Seller and the Customer for
the sale and purchase of products only if an order has been
made and the Order has been accepted by the Seller.
Acceptance may be oral, in writing or by delivery of all or
part of the Products ordered.
2. Risk and
Delivery
2.1 Risk of Loss of Product will pass to the
Customer on delivery of Products to the Customer.
2.2 The Seller will use its reasonable endeavours
to deliver products in accordance with the terms of an Order
but will not be liable for any failure to deliver Products in
accordance with ant particular requirements of
Customers. Failure to deliver part or all of the
Products is subject of an Order at any agreed delivery time
will not entitle the customer to terminate the Contract or to
claim compensation of any nature. The Customer is not
entitled to reject products on the basis of late
delivery.
3. Inspection and Acceptance of
Products
3.1 The Customer must inspect Products supplied
within 7 days of receipt of Products by the Customer. If
no such inspection is made by the Customer, the Customer will
be deemed to have accepted the Products.
3.2 The Customer will have no claim for shortages
or defects in respect of any Products apparent on inspection
unless:
(a) a written complaint is delivered to
the Seller within 10 days of receipt of the Products
specifying the shortage or defect;
(b) the Seller is, upon receipt of the
complaint, given an opportunity to inspect the Products and
investigate the complaint before ant further dealing with
the Products.
3.3 If a complaint is not made to the seller in
accordance with this clause the products delivered will be
deemed to be in accordance with the relevant order and the
Customer will be bound to pay for them.
3.4 The Seller will only, at its option, accept
the return of, give a credit for Products
where:
(a) the Customer has complied with this
clause 3 and the Seller is satisfied as to the claim by the
Customer; and
(b) if the Seller elects to have the
products returned, the Products are returned to the Seller
in the same condition as when first delivered to the
Customer.
4. Prices and Payment
4.1 Prices
for Products are set in accordance with the Seller's price
list which is subject to change from time to time and the
price payable for Products is the price quoted as at the date
of placement of an Order. Where the Customer has been
granted credit facilities by the Seller, the price of Products
is due and payable in accordance with the Terms and Condition
of the credit facilities. If credit facilities have not
been granted to the Customer, the price of products must
be paid on delivery.
5.
Liability of the Seller
5.1 Except
only for such rights and remedies which the Customer has in
respect of the supply of Products under the trade Practices
Act and other applicable laws and which cannot be lawfully
excluded, restricted or modified, the Customer agrees
that:
(a) all conditions and warranties whether
statutory or otherwise are excluded in relation to the
Products; and
(b) the Seller will not be liable for any
Loss other than in accordance with clause 3 which the
Customer suffers, incurs or is liable for in connection with
supply of the products under these Terms and Conditions or
the promotion or sale of the Products by the
Customer.
5.2 Where the Seller is permitted under the trade
Practices Act other applicable laws to limit its liability for
the breach of a conditions or warranty that is implied by the
Trade Practices Act or any other applicable laws the Seller's
liability is limited to any one of the following as determined
by the Seller:
(a) the replacement of the products or the
supply of equivalent Products;
(b) the repair of the Products;
(c) the payment of the cost of replacing the
Products or of acquiring equivalent Products; or
(d) the payment of the cost of having the
products repaired.
5.3 The Customer acknowledges that it has not
relied upon any representation made by the Seller which has
not been stated expressly in these terms and Conditions or
contained in any installation and operations instructions
provided with a Product.
5.4 The Customer indemnifies the Seller against
all Loss incurred by the Seller in connection with any of the
following:
(a) any act or omission of the Customer
including, but not limited, the negligence of the Customer
or any unauthorized representation made or warranty given by
the Customer in connection with Products;
and
(b) any breach of, or default under these
Terms and Conditions by the
Customer.
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