TERMS & CONDITIONS
1. Quotations. Quotations are only invitations for orders and are based upon the terms and conditions set out below.
(a) Unit Invoices. Prices, currency, and shipping terms for units are as quoted by the Company and specified on the official Company order acknowledgment or invoice. Shipping terms will be limited to INCOTERMS 2010® as published by the International Chamber of Commerce. The specified INCOTERM will define and establish the responsibilities of the parties to the contract of sale in regards to shipping, insurance, duty and final delivery.
- Delivered Duty Paid (DDP) (Applicable to Australian purchasers only) - The Company is responsible for the cost of goods, ocean freight, insurance and delivery to the named place in the country of importation.
- Free On Board (FOB) - The Company is responsible for the cost of goods and delivery over the ship's rail at closest major international port. From that point, buyer bears risk of loss or damage and all costs, including marine freight transportation, insurance, unloading and transportation cost from the arrival port to destination, import duties, and customs.
(b) Parts Invoices. (i) Prices and currency for parts are as quoted by the Company at the time of order and specified on the official Company order acknowledgment or invoice. Parts prices are subject to change to reflect any increase in the cost to the Company of supplying the goods, including increases in transport and insurance costs, increases in cost due to supersession after parts were ordered, changes in market conditions, changes in exchange rates, and any other cost changes incurred after the Purchaser's order is accepted. (ii) The Company's prices in effect at the date of delivery will govern, at the Company's option. (iii) A minimum charge will be made on all parts orders.
3. Acceptance or Cancellation of Orders.
(a) All orders are subject to acceptance in writing by an officer of the Company or by the manager for the Company at its place of business indicated on the face of its quotation, order or invoice form. If not so accepted an order shall be deemed accepted by the Company upon delivery to the Purchaser or any representative of the Purchaser.
(b) Purchaser shall not be entitled to cancel any order or postpone delivery of any products unless the Company has first agreed in writing to such cancellation or postponement. The Purchaser is solely responsible for any mistakes or errors in its orders placed with the Company. Any cancellation or postponement by the Purchaser will be subject to a reasonable cancellation or postponement charge which will be determined by the Company and paid by the Purchaser as a pre-condition to the Company’s acceptance of the Purchaser’s cancellation or postponement.
(a) Stated or promised delivery dates are estimates only, based upon the Company's best judgement and the Company shall not be responsible for deliveries later than promised, regardless of cause.
(b) Delivery periods are projected from the date of receipt of an order by the Company, but if articles to be furnished by the Company are to be manufactured specifically to fill a particular order, delivery periods will be projected from the date of the Company's receipt of: (i) complete manufacturing information, including necessary blue-prints and specifications; (ii) the Purchaser's acceptance of the Company's blue-prints and specification; (iii) the exchange of, and agreement on, other information necessary for production.
5. Transportation - Parts.
(a) Prices quoted are net the delivery point designated in writing by the Company. When no delivery point is designated in writing by the Company, prices for new articles shall be deemed to be net FOB point of manufacture and prices for all other articles shall be deemed to be net FOB the Company’s place of business at which the order for the articles is accepted.
(b) When transportation is provided by the Company at Purchaser’s request, any estimate of transportation charges previously provided by the Company will be adjusted to reflect the Company’s rates in effect at the time of shipment.
(a) The Company shall in no event be responsible for shortages in shipments of units unless notice of such shortages is given in writing to the Company.
(b) The Company shall in no event be responsible for shortages in shipments of parts unless notice of such shortages is given in writing to the Company within 15 days after receipt of shipment. .
7. Warranty. All warranty claims are subject to the terms and conditions as specified in the Company’s thencurrent published warranty for the product purchased and the Company’s warranty policy then in effect.
8. Payment. Unless otherwise stated, all prices are for immediate payment by electronic funds transfer. Invoices are payable in the currency and bank account specified on the invoice. Accounts in arrears more than thirty days may at the Company’s sole discretion be placed on "Stop Supply" and shall bear interest at such rate as the Company shall notify to the Purchaser. Unless otherwise precluded by law, security title to the articles sold will remain in the Company until all indebtedness of the Purchaser is fully paid in cash, and in the event of attachment or execution being levied against the articles, the bankruptcy of the Purchaser, or any default by Purchaser in payments due to the Company, in addition to all other rights and remedies available to the Company, the Company may seize the property involved and all payment made to the date of such repossession shall be considered as rent for the articles.
9. Laws Governing. All orders, purchase, and sale will be governed by the laws of the State of New South Wales, Australia.
10. Rights Reserved. The Company, for itself and for any manufacturer from which it acquired the articles, reserves the right to make changes in the design of the articles.
11. Force Majeure. The Company will not accept any liability for loss or damage arising from the nonperformance or late performance by the Company of any of its contractual obligations if such non-performance or late performance is due to Force Majeure For purposes of these standard terms and conditions “Force Majeure” means any act of God; act of terrorism; war; riot; fire; explosion; accident; flood; sabotage; lack of adequate fuel, power, labour, containers or transportation facilities; compliance with governmental laws, regulations, orders, or actions; nuclear or radioactive contamination; national defense requirements; terms of the Company’s global marine cargo insurance; or any other event beyond the reasonable control of the Company.
12. Taxes. In addition to the prices provided for herein, the Purchaser shall pay all national, state, and other taxes (if any) imposed by reason of any sale or lease or taxable supply to which these terms relate other than taxes upon or measured by net income. This includes a goods and services or similar tax imposed with respect to any taxable supply to which an invoice relates, except to the extent the Company has expressly agreed to a GST inclusive price.
13. Purchaser to Furnish. All orders are accepted subject to the Purchaser's furnishing such evidence of financial standing, licences or other documents or certificates as the Company may require.
14. Assignment. The right to any moneys due or to become due to the Company may be assigned by the Company, and the Purchaser, upon receiving notice of such assignment, shall make payments as directed.
15. Entire Agreement. Except to the extent that there may be a sales and service agreement between the Company and the Purchaser, an order, when accepted by the Company, together with any attendant blue-prints, plans and specifications, shall constitute the entire agreement between the parties and it is expressly understood and agreed that no promises, provisions, terms, warranties, conditions, guarantees or obligations whatsoever, either expressed or implied, other than as set out in the sales and service agreement (if applicable), the Dealers Operations Manual (if applicable), and these terms and conditions shall be binding on either Party. Typographical and clerical errors are subject to correction.
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