TERMS AND
CONDITIONS FOR SALE OF GOODS
1.
Parties
These terms and conditions of sale, as amended from
time to time by the Seller, apply to all sales of Product by the Seller to the
Customer.
2.
Quotations and
orders
a.
Any quotation given by
the Seller to the Customer is not an offer or obligation to sell but an
invitation to treat only. The Seller reserves the right to accept or reject any
order it receives.
b.
A quotation is open for
acceptance within the period stated in the quotation or within 30 days if no period
is stated.
c.
Until the Seller accepts
in writing an order submitted by the Customer, the Seller is not obliged to
supply the Product so ordered to the Customer. The Seller reserves the right to
refuse any order based on a quotation within 7 days after receiving the order.
d.
If the Customer defaults
under these terms and conditions, the Seller may cancel, suspend or vary the
terms and conditions of any incomplete order that has been accepted by the
Seller without notice to the Customer and without being liable to the Customer.
e.
The Seller is not
responsible to the Customer for a breach of its obligation to supply the
Product pursuant to an order the Seller has accepted, or for any delay in
delivery, if the failure to supply or the delay in delivery, is caused by
matters beyond the reasonable control of the Seller (including, without
limitation, acts of God, acts of government, war or other hostility, national
or international disaster, fire, explosion, power failure, equipment failure,
strike or lockout, inability to obtain necessary supplies and any other force
majeure occurrence).
f.
Under no circumstances
is the Seller liable for any consequential loss or damage resulting from any
breach of contract or warranty, including breach of an essential term, and the
Seller’s liability is limited to the order price of the Product (subject to
clause 9).
3.
Prices
a.
Prices quoted in
any order apply to that order only and do not apply in any other circumstances.
b.
All prices include
the Goods and Services Tax (GST) unless indicated otherwise.
4.
Payment
a.
All invoices are payable
on completition of the work or instalment payments as agreed to elsewhere in
this document.
b.
Time is of the essence
for all the Customer’s obligations.
c.
The Seller reserves the
right to charge interest to the Customer on overdue accounts at the interest
rate specified in the schedule.
d.
The Customer agrees to
pay the Seller any expenses (including legal costs) incurred in collecting any
outstanding debts due by the Customer to the Seller. Administration cost will be charged at $50.00 per
week or part thereof.
e.
On completion of the
installation the customer is required to be present at the testing of the
equipment and sign an acceptance that the installation is operating to the
Customers requirements. Where the Customer cannot be present, for any reason,
the installing technicion will test the equipment and if satisfied that
installation is complete and working then it will be deemed that the Customer
accepts this judgement.
5.
Risk in the
Product
a.
The risk of loss or
damage to the Product passes to the Customer on the date and at the time that
the Product is removed from storage for the purpose of delivery to the
Customer.
6.
Delivery
a.
Any delivery times
notified to the Customer are estimates only and the Seller is not responsible
for late or non-delivery.
b.
If the Customer requests
the Seller to postpone delivery of the Product beyond the delivery date or
dates specified in the order, the Seller may agree to do so if the Customer
pays an additional fee for such postponement and for handling charges.
7.
Retention of
title
a.
It is expressly agreed
and declared that the Product delivered by the Seller to the Customer remains
the sole and absolute property of the Seller as legal and equitable owner until
all money due to the Seller has been paid to the Seller, but such Product will
be at the Customer’s risk from the time of delivery and instalation of the
Product to the Customer.
b.
The Customer undertakes
to store the Product on its premises separately from its own goods or those of
any other person and in a manner which makes the Product readily identifiable
as the Seller’s Product, until delivery of the Product to a third party.
c.
The Customer may resell
the Product, but only as fiduciary agent of the Seller.
d.
The Customer must keep
an amount from the proceeds of sale which is equal to the debt owed to the
Seller in a separate identifiable account as the beneficial property of the
Seller and must immediately pay such amount to the Seller upon request.
e.
The Customer’s right to
possession of the Product ceases if it does anything or fails to do anything
which would entitle a receiver, a receiver and manager, an administrator or a
trustee to be appointed in respect of the Customer, its undertaking or property
or any part thereof, or entitle a person to present a creditor’s petition for
winding up the Customer.
f.
The Seller may for the
purpose of examination or recovery of the Product enter upon any premises where
the Product is stored or where it is reasonably thought to be stored.
g.
These provisions apply
notwithstanding any arrangement under which the Seller provides credit to the
Customer. To the extent that there is any inconsistency these provisions
prevail.
8.
Claims and
liabilities
a.
Any claim by the
Customer as to incorrect performance or breach of these terms and conditions
(other than a claim made under Clause 9) must be made to the Seller in writing
within 30 days of delivery and installation, for which time is of the essence.
b.
Where a claim relates to
the warranties under Clause 9, the limitations and exclusions in that clause
apply.
c.
The total liability of
the Seller, its employees, servants and agents is limited to one or more of the
following at the option of the Seller:
1. replacement of the Product supplied or supply of
equivalent Product;
2. payment of the cost of replacing the Product or
of acquiring equivalent Product;
3. payment of the cost of having the Product
repaired;
4. and does not extend to consequential loss or
damage.
9.
Warranties
a.
The Seller warrants that
any Product sold by it will be free from defects in workmanship and material
under normal use for a period of 24 months after delivery and installation.
This warranty does not cover any Product accessories and parts which are not
manufactured by the Seller, and in that case the Customer will only have the
benefit of the warranty (if any) of the manufacturer of such parts and
accessories which forms part of the contract between the Seller and the
manufacturer. This warranty does not apply where in the Seller’s opinion a
defect has been caused by careless or improper handling, by non-adherence to
operating instructions or by fair wear and tear.
b.
For the purpose of
making any claim in accordance with this clause the Customer must:
1. immediately upon becoming aware of circumstances
giving rise to a claim under this clause, notify the Seller in writing setting
out full particulars of the claim;
2. allow the Seller, its employees and agents full
and free access to the Product in relation to which the claim is made and to
the place where the Product has been applied or used for the purpose of
conducting such tests as the Seller may in its absolute discretion consider
necessary to determine whether the claim is justified or not.
10.
Waiver
a.
No waiver by the Seller
of any breach of these terms and conditions operates as a waiver of any other
breach, and the doing and/or omission of any act, matter or thing whatsoever by
the Seller, its employees or agents (which but for this clause ought or might
amount to a waiver of the Seller’s rights in respect of any such breach or
default) does not operate as a waiver in any way of the Seller’s rights and
powers in respect of such breach or default.
11.
Notices
a.
Any notice required
under this agreement must be in writing and given by post, facsimile or hand to
the Seller or the Customer at the address set out in the schedule or at such
other address or facsimile number as is notified in writing by one party to the
other.
12.
Governing law
a.
This contract is
governed by the laws of the State specified in the schedule notwithstanding the
place in which the Product or any of them are to be delivered. The Customer and
the Seller irrevocably submit to the exclusive jurisdiction of the Courts of
that State.
13.
Whole agreement
a.
These terms and
conditions and any warranties implied by law which are not capable of being
excluded or modified embody the whole agreement between the parties and,
subject to the express terms contained in any written order and written
acceptance thereof (which will only apply to that particular order), all
previous negotiations, representations, warranties, arrangements and statements
(if any), whether expressed or implied, including any collateral agreement or
warranty, regarding the subject matter or the intentions of either of the
parties are merged in these terms and conditions and otherwise are hereby
excluded and cancelled. The Customer acknowledges that it has not been induced
to enter into this agreement by any representation, advice or information given
or made by or on behalf of the Seller.
14.
Privacy Act authority
a.
For the purposes of
assessing the credit-worthiness of the Customer from time to time and the
collection of payments, the Customer authorises the Seller, its employees and
agents to make such enquiries as they deem necessary including, without
limitation, making enquiries of and obtaining reports (as may be allowed by
law) from persons nominated by the Customer as trade referees, the Customer’s
creditors, bankers and financiers, credit providers, mortgage and trade
insurers and credit reporting agencies ("the information sources").
The Customer consents to the information sources providing to the Seller such
information as is requested by the Seller and permitted to be given by law. The
Customer also consents to the Seller disclosing personal information or the
contents of any credit report to a credit reporting agency for the purpose of
that credit reporting agency creating or adding to any credit information file
in relation to the Customer.
SCHEDULE
|
Description of the
Product: As spcified in the quote. |
Interest rate on overdue accounts: Current Bank Overdraft Rates |
|
Governing law: The State of
Western Australia |
|
Canning
Irrigation Services. 8 Augusta St. Willeton WA 6155 Ph:9457
9800 Fax: 9354 3265