TERMS AND CONDITIONS OF SALE
1.1 All reasonable efforts shall be made by the Seller to deliver the Goods on the date agreed between the parties.
1.2 The Seller shall not be responsible for any consequential, indirect or other loss arising as a result of any failure by the Seller to deliver the Goods at any agreed time.
1.3 Where delivery is to be made during a certain period, the Seller may at its option deliver the Goods in instalments during that period.
1.4 Risk in the goods and in the goods comprised in each delivery shall pass to the buyer immediately that they are delivered to the buyer at the address specified by the buyer.
1.5 Property in the goods or any of them shall pass on to the buyer upon payment in full of all monies payable as stated on the order in respect of the goods.
- Force Majeure
Should the manufacture or delivery of Goods be prevented or hindered directly or indirectly by fire, the elements, war, civil commotion, industrial dispute, shortage of raw materials or fuel or labour, break-down or partial failure of plant or machinery, the late receipt of the Buyer’s specification or other necessary information, acts, orders, or regulations of Government, or any other cause whatsoever beyond the complete control of the Seller, then the time for delivery of the goods shall be extended until the effect of delaying cause on the manufacture or delivery of the Goods has ceased, and neither the Seller nor the Buyer shall be entitled to cancel the contract, nor shall the Buyer be entitled to any compensation for the resultant delay.
- Inspection of Goods
The buyer shall inspect the goods immediately on arrival thereof and shall within 7 days from receipt of goods give notice to the Seller of any matter or thing by reason whereof he may allege that the goods are not in accordance with the agreed specification. If the Buyer fails to give such notice, the goods shall in all respect be deemed to be in accordance with the agreed specification and the Buyer shall be bound to accept and pay for the same.
Goods and Services Tax (GST) imposed by the Federal Government from 1 July 2000 will be included and is payable by the Buyer, for goods sold in Australia.
5.1 Payment shall become due on the date of delivery of the Goods or otherwise on the date specified in the Seller’s invoice.
5.2 The Buyer shall not be entitled to withhold payment of any amount payable under the contract to the Seller because of any disputed claim of the Buyer in respect of faulty goods or any other alleged breach of the contract. Nor shall the Buyer be entitled to set-off against any amount payable under the contract to the Seller any moneys which are not then presently payable by the Seller or for which the Seller disputes liability.
5.3 Until full payment has been received, goods supplied will remain the Seller’s property.
5.4 The Seller’s rights shall not be prejudiced or restricted by any indulgence or forbearance to the Buyer and no waiver by the Seller in respect if any breach shall operate as a waiver in respect of any subsequent breach.
5.5 The Seller shall be entitled to charge interest on all overdue payments; such to be charged at the rate of 3% above the maximum rate of interest charged by the Seller’s Bankers on any overdrawn accounts at the time such overdue payments referred to are outstanding.
6.1 If the Buyer;
(a) is in default in the due and punctual observants and performance of any terms, conditions or obligations in this agreement and on the part of the buyer to be observed and performed;
(b) being a corporation goes into liquidation or has a receiver or receiver and manager or official manager appointed in respect of all or any part of its assets or business;
(c) being an individual that becomes bankrupt;
(d) makes an assignment for the benefit of or enters into an arrangement or composition with creditors;
(e) stops payment or is unable to pay the buyers debt within the meaning of any relevant statue;
(f) has execution levied against it which is not discharged within 30 days Then and in any one or more of such events the Seller may at its option suspend delivery of such part of the goods as may then be undelivered, discontinue with the manufacture of the goods, terminate the agreement and retake possession of any goods which are not then fixed to or form part of a structure provided that any suspension, discontinuance or termination shall be entirely without prejudice to any rights of the Seller which may have arisen as a consequence of any breach of the agreement by the buyer.
6.2 The Seller shall have the power under its lien to take over the goods and dispose of same in its own interest prejudice to any claim it has for damages for any loss resulting from such re-sale.
- Terms, Conditions & Warranties
7.1 Goods offered or sold shall be of merchantable quality and finish and all material shall be supplied in accordance with the customary standards, tolerances, margins and the Trade Practices Act 1974, as in force from time to time, affects this contract unless otherwise agreed.
7.2 In respect of transactions under this Contract, to which the said Trade Practices Act or any other relevant Act does not apply, all warranties and conditions with regard to the Goods sold implied by Common Law, Statute (to the extent permitted by such Statute) or trade usage are excluded and the Goods are not warranted to perform any particular task or to conform to any specified standard.
7.3 The Seller shall not be liable in respect of any claim of any kind for any injury, loss or damage including loss of profit and consequential loss or damage to the Buyer, or any other person. The Seller shall not be subject to any liability to the Buyer, which exceeds liability to replace goods with equivalent goods provided that in all such cases, freight costs and costs of dismantling and re-assembly shall be borne by the Buyer.
7.4 The Buyer acknowledges that he has not relied upon any representation made by the Seller or on the Seller’s behalf regarding weight, quality, out-turn or arrival of goods.
7.5 Any advice, recommendation, information, assistance or service provided by the Seller in relation to Goods sold or manufactured by it in respect of their use or application is given in good faith, however, any such advice, recommendation, information, assistance or service shall be given and accepted without liability on the part of the Seller and it shall be the responsibility of the Buyer to confirm the accuracy of the same in the light of the use to which the Buyer makes or intends to make of the Goods
The law applicable to this contract shall be the Law of the State or origin of this contract and the Supreme Court of the State shall have exclusive jurisdiction in all disputes hereunder
- Retention of Title
9.1 The Seller reserves the following rights in relation to the goods until full payment has been received by the Seller from the buyer.
(a) The goods delivered by the Seller to the Buyer shall remain the sole and absolute property of the Seller as legal and equitable owner until such time as all money due to the Seller has been paid by the Buyer to the Seller.
(b) The Buyer undertakes to store such goods on its premises separately from its own goods or those of any other person in a manner which makes them readily identifiable as the Sellers goods.
(c) The Buyers right to possession of such goods shall cease if it does anything or fails to do anything which would entitle a receiver to take possession of any assets or which would entitle any person to present a partition for the winding up of the Buyer.
10.1 No right under this agreement is waived or deemed to be waived except by notice in writing signed by the party waiving the right.
10.2 A waiver by one party does not prejudice its rights in respect of any subsequent breach of this agreement by the other party.
10.3 A party does not waive its rights under this agreement because it grants an extension or forbearance to the other party.
- Entire Agreement
11.1 This agreement supersedes all previous agreements in respect of its subject matter and embodies the entire agreement between the parties.
11.2 The terms of this agreement survive its termination to the extent as permitted by law.
Please note there may be extra terms and conditions of sale dependent on industry of end-use required and other such factors. For further detail, please contact Amiga Engineering Pty Ltd