Terms and Conditions

P O Box 7003, Richmond, VIC, 3121, AUSTRALIA, ABN 76 112 938 897

1. Every quotation is an estimate only based on the Information supplied by the buyer and the then current costs to the Company- The Company reserves the right to vary or withdraw any quotation at any time. Where a quotation is expressed to be “ex-stock” the quotation is subject to the goods being available ex-stock after fulfillment of prior orders at the time of receipt of the order.

2. • (a) A purchase order may be made only by acceptance without variation by the buyer of the Company’s quotation. Any request for goods at variance with the Company’s quotation shall be deemed to be a request to the Company to re-quote. The buyer may only withdraw or vary an order with the written consent of the Company.
   • (b)Unless other terms and conditions are expressly accepted by the Company by means of a written amendment to these conditions this contract shall be on the terms and conditions set out herein to the exclusion of any other terms and conditions whether referred to in any acceptance, counter offer or call for tender whether verbal or in writing between the buyer or the Company. Any reference to any document of the buyer shall be deemed solely for the purpose of describing or specifying the goods and shall be deemed not to imply that any terms or conditions endorsed upon or delivered with or referred to in such document shall have effect to the exclusion or amendment of or additional to these conditions.
   • (c)In the event of any inconsistency between the terms and conditions set out In this document and any other terms and conditions whether referred to in any acceptance, counter offer or call for tender whether verbal or In writing between the buyer or the Company or any other document, the provisions of these terms and conditions will prevail to the extent of the inconsistency.

3. The Company reserves the right to vary at any time the price, delivery time, or any other element of a purchase order for any reason including any error or omission in the quotation, the alteration of any underlying assumption of the quotation, or any event beyond the reasonable control of the Company Including but without being limited to war, labour unrest, accident, Government order or failure by suppliers.

4. Prices quoted do not include sales tax or goods and services tax or any other value added or transaction tax and such taxes shall be to the buyer’s account unless expressly stated to the contrary in the quotation.

5. Unless expressly stated to the contrary in the quotation the goods shall be deemed to be delivered to the buyer and out of the Company’s warehouse specified in the quotation and it shall be the responsibility of the buyer to arrange and pay for carriage insurance and freight of the goods. The Company shall not be liable for loss or damage to the goods in transit after the goods have been collected from the Company’s warehouse. If freight Is Included in the Company quotation the buyer shall pay any increase in any costs arising from delivery of the goods to a place at a time or In a manner other than that specified in the order resulting from any request made by the buyer. The risk of the goods passes to the buyer on delivery but the property in the goods passes to the buyer only on payment In full to the Company of the price for the goods including any on-costs referred to in these terms or in the quotation. The Company reserves the right to make partial delivery of any purchase order and each such delivery shall be deemed to be In respect of a separate purchase order for the goods delivered and part delivery shall not invalidate the purchase order of which the delivery terms part or entitle the buyer to cancel any further delivery of part of that purchase order.

6. The Company shall manufacture and supply goods in accordance with the standard specifications and tolerances from time to time used by the Company unless expressly stated to the contrary in the quotation. Where special or additional testing equipment Is required to test goods to be manufactured to special specifications and tolerances the Company may at Its option at the expense and risk of the buyer procure another person to carry out the testing or at the expense of the buyer obtain or require the buyer to supply the necessary testing equipment. A test certificate Issued by the Company shall be conclusive evidence that the goods were not defective at the date of testing*

7. (1) In the event that:
   • Within twelve (12) months after delivery of goods any of them are found to be defective as a result of faulty workmanship by the Company and promptly after such discovery the defect is notified to the Company: Or
   • The Company is in breach of any warranty or condition implied by Division Two of the Trade Practices Act (other than section 60); then the liability of the Company is limited subject to sections 68A or that Act at the Company’s option to any one or more of:
     1. The replacement of the defective goods or the supply of equivalent goods.
     2. The repair of the defective goods
   • The payment of the costs of replacing the defective goods or of acquiring equivalent goods: or
1. The payment of the costs of having the defective goods repaired
• Subject to sub-clause (1) the Company accepts no liability in respect of:
  • Goods which are misused or Incorrectly maintained by the buyer;
  • Any negligence or any other act or omission In the part of the buyer;
  • Any failure of the goods which is not directly attributable to the Company.
• The goods shall be deemed to have been inspected on delivery and to be fit and proper for the purpose for which they are Intended, free from defects in materials and workmanship, of merchantable quality and conform to any specifications and the Company accepts no liability in respect of any matter discoverable by inspection if such matter Is not notified to the Company within forty-eight (48) hours after delivery, in which event the provisions of sub-clause (1) shall apply,
• Except as provided in this clause 7 the Company accepts no responsibility for any defect in the goods or for any loss or damage alleged to result from any defect in the goods including any damage to third person or any Indirect or consequential loss or any loss of profits.
• Where the buyer alleges that goods are defective or that the buyer is otherwise entitled to the benefit of sub-clause (1) of this clause 7 then the buyer at the buyer’s expense shall make the goods available for Inspection and testing by the Company at the time and the place of delivery or such other place as may be agreed with the Company.
• Except as set out in this clause 7., all other conditions and warranties whether expressed or Implied by Law In respect of the state, quality or condition of the goods, which may apart from this clause be binding on the Company are hereby expressly excluded and negated.

8. All goods are to be paid for In full within thirty (30) days after the invoice date and the buyer shall not be entitled to withhold payment or make any deduction from the price in respect of any set-off or counter claim. The Company reserves the right at the Company’s discretion and without being liable for any loss or damage to decline to supply goods pursuant to any purchase order:

• Whilst payment of any Invoice is overdue

• If the buyer becomes insolvent: or

• If any prepayment or deposit is not made In accordance with the quotation.

If the buyer falls to pay the purchase price as aforesaid the Company shall be entitled (without prejudice to any other rights hereunder or at law);

1. to charge Interest thereon from the date when due until payment at the rate of 1.5% per month.

1. to retain possession of the goods and to give the buyer written notice that the Company intends to resell the goods after expiry of seven days from the date of the notice and if the buyer fails within that period to pay the purchase price with Interest hereon then the Company shall be released from all obligations under this contract and shall be entitled either to:

• Rescind the contract and sue for damages.

• Rescind the contract and resell the goods and sue for damages.

9. These terms of quotation and sale are to be Interpreted in accordance with the laws from time to time in force in the State of New South Wales Australia and the buyer hereby submits to the jurisdiction of the courts of that State.

10. These terms of quotation and sale are the only terms on which a quotation is given and an order accepted unless any variation is expressly agreed to in writing by the Company in its quotation.

11. Notwithstanding delivery of the goods or any part thereof the property In the goods shall remain with the Company until the buyer has paid the purchase price in full as well as all other amounts that are owing to the Company by the buyer whether pursuant to this contract or however so arising. Until the date of payment, the buyer if requested by the Company will store the goods in such a way that they are dearly the property of the Company.

12. The buyer must store the goods In a secure manner, in warehouses or storage facilities under conditions that will prevent deterioration, including any waste or damage. Any damage caused to the goods due to a failure by the buyer to comply with the terms of this clause shall be the liability of the buyer.

13. Any claim relating to the processes the Company has carried out Is limited to the price paid to the Company for the work that the Company has undertaken. It Is the buyer’s responsibility to further ensure that the items processed by the company meet specifications and are fit for their purpose before they are released for production or re-sale. BUYER SHOULD NOTE CLAUSE 7(4) ABOVE.

14. The dimensions^ Illustrations and technical data appearing In the Company’s catalogues and other printed matter have been prepared with care, but the correctness thereof Is not guaranteed and the Company reserves the right to vary the details.

15. The Company will not accept responsibility for any costs incurred in remedial work, modifications or repair to equipment supplied by the Company unless the Company’s written consent has been given.

16. Orders cannot be canceled except upon terms which will compensate the Company for loss of profit on the whole order and for all work done and materials used, or specially procured, to the date of the cancellation.A purchase order may be made only by acceptance without variation by the buyer of the Company’s quotation. Any request for goods at variance with the Company’s quotation shall be deemed to be a request to the Company to re-quote. The buyer may only withdraw or vary an order with the written consent of the Company.

17. The Company is registered for GST and will supply tax Invoices displaying ABN 76 112 938 897. On this basis the deduction of withholding tax by the buyer will not be recognised by the Company and will be recoverable as debt under the terms of the sale.