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Standard Terms and Conditions of Sale
1 Formation and Scope of Contract
1.1 A contract for the sale of goods or for the provision of service by eFire Technologies (“the Company”) to the purchaser shall be formed upon the signing and returning by the purchaser to the Company of this quotation, including terms and conditions of sale, the confirmation by the Company of any order received by it from the purchaser or the delivery of or provision of any goods or service ordered by the purchaser from the Company. Upon formation of the contract the terms and conditions set out herein including those contained in any contract note, order or confirmation of order shall constitute the entire agreement between the purchaser and the Company for supply of the goods or provision of the services. In the event of any inconsistency or conflict between these terms and conditions and those which may be included in or implied by any document forming part of any enquiry, specification, order, invoice, negotiations or discussions then these terms and conditions shall prevail insofar as they are expressly varied by the Company in writing.
2 Price
2.1 The Company shall be entitled to adjust any price quoted by it or stated in any documents forming the contract between it and the purchaser to account of variations in the cost of the goods and service ordered by reason of variations in exchange rates, the cost of materials, rates of wages and hours of working and may other condition of employment described by law, award, determination or agreement, the cost of services including freight, cartage, insurance, customs duties and tariff classifications, statutory and governmental or local governmental authority charges.
2.2 All orders will be invoiced at the prices in effect at the time of delivery or provision of services.
2.3 All prices unless otherwise expressly stated are ex-warehouse and exclusive of G.S.T. The purchaser shall be responsible for the payment of any G.S.T and for the cost of delivery and insurance.
3 Payment
3.1 The purchase price shall be paid to the Company in full without deduction strictly 30 days from the date of invoice.
3.2 Where the purchase price is not paid in full on the due date the purchaser shall be charged interest on the balance outstanding calculated from the due date until the date of payment at a rate of 2% higher than the rate of interest charged by the Company’s bankers on its overdraft form time to time. Such interest shall accrue from day to day on the amount of the purchase price remaining unpaid and such interest shall be payable on demand.
3.3 The Company shall have the right to suspend deliveries of goods or the provision of services if the terms of payment are not strictly observed by the purchaser.
3.4 Payment of the purchase price shall become immediately due if the purchaser shall:
(a) Fail to make any payment due under the contract or commit any other breach of its obligations under the contract
(b) Suffer execution
(c) Commit an act of bankruptcy
(d) Make any composition or arrangement with creditors, or
(e) Being a Company pass a resolution for winding up, having a receiver or mortgage agent appointed over any of its property or have an application for winding up presented against it in any Court having jurisdiction in respect to it.
4 Delivery
4.1 Unless otherwise expressly agreed, the purchaser shall take delivery from the Company’s premises.
5 Title and Risk
5.1 Risk in goods sold by the Company to the purchaser shall pass upon the sooner of the happening of delivery to the purchaser, loading of the goods on an outside carrier or the expiration of one month from the date upon which the purchaser is notified that the goods are ready for delivery.
5.2 Irrespective of the time when risk in the goods shall pass, passing of property in the goods shall be determined as follows:
(a) Property in the goods shall remain with the Company until the purchaser has made payment in full to the Company of the purchase price.
(b) Pending payment in full of the purchase price, the purchaser shall arrange for storage of the goods only at its place or places of business in such a manner that they are readily identifiable as the Company’s property and they shall be marked accordingly.
(c) In the event that the purchaser defaults in payment of the purchase price in accordance with the terms of the contract, the Company and its employees r agents shall have the right to enter upon the purchaser’s premises or any other premises where the goods are known to be stored, to repossess the goods and for that purpose the purchaser shall grant all reasonable access rights.
(d) If prior to payment the purchaser sells the goods to a third party and defaults in payment of the purchase price the Company shall be entitled to so much of the proceeds of such sale as represent the purchase price or balance thereof remaining unpaid. The purchaser hereby assigns to the Company the right to receive payment from the third party for the goods.
5.3 The purchaser acknowledges that until payment in full of the purchase price it holds the goods in a fiduciary capacity on behalf of the company.
6 Purchaser’s Representations and Acknowledgments
6.1 The purchaser acknowledges its responsibility to inform the company in writing of all requirements it has relating to the use of the goods in the Country or State of intended use including all Statutory or other like requirements relating to marking, labeling and/or packaging.
6.2 The purchaser warrants that it has not advised the Company of any particular purpose for which it requires the goods save for any purpose stated by it to the Company in writing.
6.3 Any failure by the purchaser to inform the Company in writing of any of the matters referred to in Clause 6.1 and 6.2 shall not entitle the purchaser to refuse to accept the goods or pay the purchase price nor shall the Company be liable in any way whatsoever if the goods fail to comply with any requirements not disclosed in writing to it by the purchaser prior to the formation of this contract. The purchaser shall indemnify the Company in full against any loss or damage suffered by the Company howsoever arising out of any failure to comply.
6.4 The purchaser acknowledges that it has selected the goods from a range of products offered by the Company and has satisfied itself that the goods meet its requirements.
7 Product Warranty
7.1 (a) The Company warrants the goods manufactured by it, will be free of defect in manufacture for a period of 12 months. Should any fault occur within that period as the result of such defect, the Company will make all necessary repairs, or at its discretion, replacement of the product at no charge to the purchaser except for the costs of the freight.
(b) To the fullest extent permitted by the Trade Practices Act 1974 and any State legislation relevant to the sale and supply of goods by the Company to the purchaser, in the case of goods not manufactured by the Company, the Company’s warranty shall be limited to the warranties implied by law and any further warranty contained in the manufacturer’s warranty delivered to the purchaser with the goods.
7.2 The warranty contained in Clause 7.1 shall not apply in the following circumstances:
(a) If the product is tampered with or repaired by personnel not authorised by the Company.
(b) In respect of loss or damage caused by rough or negligent treatment or by non observance of the Company’s instruction.
(c) In respect of loss or damage caused by Act of God or any other cause not within the Company’s control.
7.3 To the fullest extent permitted by the Trade Practices Act 1974 and any other State Legislation relevant to the sale and supply of the goods or service by the Company to the purchaser, the Company’s liability for breach of a condition or warranty implied by such Acts, including any consequential loss which the purchaser may sustain or incur shall be limited to one of the following at the election of eFire Technologies.
(a) Replacement of the goods or supply of equivalent services.
(b) Repair of the goods or re-supply of the services.
(c) Payment of the cost of replacing the goods, acquiring equivalent goods or re-supply of the services.
(d) Payment of the cost of having the goods repaired.
Save for the express conditions and warranties herein contained all other conditions and warranties (whether as the quality, fitness for purpose or any other matter) expressed or implied by statute, the common law, equity, trade custom, usage or otherwise are hereby expressly excluded provided that nothing in these terms and conditions shall exclude or limit the liability of any breach of a term or condition implied by law, the exclusion or limitation of which is not permitted by law.
7.4 Goods returned under warranty for repair or testing will incur a charge to be fixed by the Company if no fault is found. The purchaser shall bear any cost of delivery and insurance of goods so returned.
8 Claims
8.1 No claims will be recognised in respect of any mistake or shortage or over supply of goods after seven days from the invoice date.
8.2 Unless otherwise expressly agreed in writing the Company shall not accept any conditions providing for payment by it or liquidated damages or other penalties for delayed delivery of goods or provision of information, for delayed erection programs or for any other reason whatsoever.
9 Return of products
9.1 Goods are not supplied on a sale or return basis. At its discretion the Company may accept the return of goods supplied subject to the following conditions:
(a) Goods marked “non returnable” will not be returnable.
(b) Goods must be returned in good order and condition, be re-saleable and to be returned within seven days of invoice the date.
(c) The purchaser when returning goods shall quote the invoice number and date.
(d) The purchaser shall pay all freight charges to return the goods to the place of business of the Company.
(e) The purchaser shall pay a 10% restocking fee for re handling.
(f) Subject to the provision of Clause 7.1 the return of goods for credit will not be accepted except upon prior written agreement from the Company.
10 Copyright and Patents
10.1 The purchaser acknowledges the Company’s license to use or ownership of the patents, trademarks or design principles contained within the goods manufactured or supplied by the Company and in particular acknowledges that nay attempt by it, its servants or agents to copy in whole or in part the layout, circuitry or any other design principal or misuse any trademark will render it liable to the Company for violation or infringement of its license, trademark, copyright, patent or registered design.
11 No Waiver
11.1 Failure by the Company to insist upon strict performance of any term, warranty or condition of this contract shall not be deemed a waiver thereof or of any rights the Company may have and no express waiver shall be deemed a waiver of any subsequent breach of any term warranty or condition.
12 Governing Law
12.1 Any contract between the Company and the purchaser shall be subject to the laws of the State of Queensland and of the Commonwealth of Australia and the parties submit to the jurisdiction of the Courts of the State of Queensland and Commonwealth of Australia.
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