1. These Conditions of Sale constitute a complete and exclusive statement of the agreement and understanding between the Seller and the Buyer with respect to the subject matter hereof and override any conditions to the contrary which may be expressed in any of the Buyer’s Purchase Order forms or other documents and supersede all prior arrangements between the Parties either written, oral or established through a course of dealings between the Parties and no usage of trade shall be relevant to supplement or explain any terms used hereto. These Conditions of Sale cannot be varied except in writing signed by a duly authorised officer of the Seller.
2. The goods delivered under this Agreement shall be of normal industrial quality unless herein specifically stated to the contrary. Any description of such goods has been given by way of identification only and the giving or use of such description shall not constitute any sale hereunder a sale by description.
3. Acceptance of a Credit Account with the Seller or acceptance of this Contract by the Buyer constitutes the Buyer’s acceptance of these Conditions of Sale and in the absence of acknowledgement the delivery of the goods and acceptance of such delivery by the Buyer shall constitute a binding contract comprised of the terms and conditions.
4. This contract shall be governed by and construed in accordance with the law in effect in New South Wales and the Parties hereto accept the jurisdiction of the courts of New South Wales in relation to any dispute between them.
5. The price of our goods is subject to alteration without notice. Orders will be supplied at the price ruling at the date of delivery. Stamp duty, government charges of any kind and Goods & Services Tax are all for the Buyer’s account in addition to the quoted price.
6. The terms of payment are STRICTLY PAYMENT PRIOR TO SHIPMENT unless otherwise agreed to by the Seller. An invoice will be sent detailing methods of acceptable payment.
7. The Buyer shall inspect the goods immediately upon the arrival thereof and shall within seven (7) days therefrom give notice to the Seller of any matter or thing by reason thereof the Buyer alleges that the goods are not in accordance with the specified requirement. If the Buyer fails to give such notice, the goods shall be deemed to be in all respects in accordance with the specified requirement and the Buyer shall be bound to pay for the same accordingly. No claim shall be recognised unless made in writing and received by the Seller within seven (7) days after receipt of goods by the Buyer. The total amount of any claim shall not exceed the actual invoice value of the goods claimed to be faulty.
8. Ownership and property in the goods supplied/delivered shall pass from the Seller to the Buyer when payment in full has been received by the Seller and if payment is not made as provided in Condition 6 or as otherwise agreed by the Seller, the Seller shall without prejudice to any other remedies, be entitled to enter the premises where the goods are situated and re-take possession of the goods. The Seller is hereby granted an irrevocable licence to enter any such premises for the purpose of re-possessing the goods.
9. Risk passes to the Buyer upon delivery to the Buyer’s warehouse or to an agreed delivery point. The Buyer shall at its own expense insure the goods against storm and tempest, loss or damage by fire, accident or malicious or negligent damage or otherwise howsoever and shall keep such insurance on hand until payment for the goods has been made to the Seller.
10. The Seller shall not be responsible for non-delivery or delay in delivery of any goods caused by force majeure and the Buyer and the Seller shall be excused from performance of their respective obligations when and to the extent such performance is delayed or prevented by force majeure. If the Buyer’s need for the goods is reduced or suspended as a result of force majeure, and notification is within reasonable time of acceptance of the Order and prior to transfer of ownership, the Buyer shall be entitled to terminate the agreement. For the purpose of this commitment force majeure shall include but is not limited to natural disasters, civil disasters, political event, change of legal / political environment, business disruption, accidents, earthquake, flood, hurricane or typhoon, tornado, tsunami, volcanic eruption, wildfire/bushfire, landslide or avalanche, fire, flood, storm, earthquake, terrorist acts, revolt, war, financial markets disturbances, changes of regime or tax or regulatory authority, energy failure, external telecommunications failure, and/or failure of transport systems.
11. The Buyer assumes all risks and liabilities for consequences arising from the use of the goods whether singly or in combination with other goods and indemnifies the Seller in respect of any such use. The Seller is not liable for any infringement of patent rights arising out of the use of such goods by the Buyer or the Buyer’s instructions, expressed or implied, it is the responsibility of the Buyer to ensure that the goods when used by him are not damaged and no liability will be accepted by the Seller for the consequences of the use of damaged goods by the Buyer.
12. Nothing in these Conditions of Sale is intended to exclude, restrict or modify any statutory obligation of the Seller implied by the Trade Practices Act, 1974 or any State legislation if that cannot be lawfully excluded.