Terms and Conditions of Sale


1. Definitions

“Conditions” means these Terms and Conditions of Trade;

“Customer “ means a person, firm or corporation, jointly and severally if there is more than one, acquiring goods or services   from the Supplier,

“goods” means goods supplied by the Supplier to the Customer,

“services” means services supplied by the Supplier to the Customer, and

“Supplier” means Industrial Precision Instruments Pty Ltd (ABN 27 063 544 392) Unit 12/634-644 Mitcham Road, Vermont VIC 3133.

 

2. Basis of contract

2.1 Unless otherwise agreed by the Supplier in writing, the Conditions apply exclusively to every contract for the sale of goods services by the Supplier to the Customer and cannot be varied or supplanted by any other condition.

2.2 Any written quotation provided by the Supplier to the Customer concerning the proposed supply of goods or services is valid for 30 days and is an invitation only to the Customer to place an order based on that quotation. The conditions may include additional terms in the Suppliers quotation which are not inconsistent with the Conditions.

 

3. Placing an Order

3.1 The customer may comply with the procedure prescribed by the Supplier for the placing of orders.

3.2 Any order placed by the Customer is an offer. An order will not be accepted until the Supplier communicates acceptance to the Customer or it has provided the goods and services.

 

4. Payment

4.1 Payment for goods and services must be made within 30 days from date of invoice, or C.O.D. unless otherwise specified by Supplier.

 

5. Payment Default

5.1 If the Customer defaults in payment by the due date of any amount payable to the Supplier, then all money which would become payable by the Customer to the Supplier at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer, and the Supplier may, without prejudice to any other remedy available to it.

a. charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interests Rates Act 1983 (Vic) plus 2 per cent for the period from the due date until the date of payment in full:

b. charge the Customer for all expenses and costs (including legal costs on an indemnity basis) incurred by it resulting from the default and in taking whatever action it deems appropriate to recover any sum due:

c. cease or suspend for such period as the supplier thinks fit, supply of any further goods or services to the Customer;

d. by notice in writing to the Customer, terminate any contract with the customer so far as unperformed by the Supplier;

Without effect on the accrued rights of the Supplier under any contract.

 

5.2 Clauses 5.1 (c) and (d) may also be relied upon, at the option of the Supplier.

a. where the Customer is an individual and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally; or

b. where the Customer is a corporation and, it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, provisional liquidator, administrator receiver or receiver manager appointed, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the customer.

 

6. Passing of Property

6.1 Until full payment in cleared funds is received by the Supplier for all goods and services supplied by it to the Customer, as well as all other amounts owing to the Supplier by the Customer.

a. title and property in all goods remain vested in the Supplier and do not pass to the Customer,

b. the Customer must hold the goods as fiduciary bailee and agent for the Supplier;

c. the Customer must keep the goods separate from its goods and maintain the labeling and packaging of the supplier

d. the Customer is required to hold the proceeds of any sale of the goods on trust for the Supplier in a separate account however failure to do so will not effect the Customers obligation to deal with the proceeds as trustees;

e. the supplier may, without notice, enter any premises where it suspects the goods may be and remove them, notwithstanding that they may have been attached to other goods not the property of the Supplier, and for this purpose the Customer irrevocably licenses the Supplier to enter such premises and also indemnifies the Supplier from and against all costs, claims, demands or actions by any party arising from such action.

 

7. Pricing

7.1 Prices for the supply of goods and services exclude;

a. consumption or goods and services tax, and any other taxes, duties or imposts imposed on or in relation to the goods and services, whether at point of supply or at some other specified occurrence, by whatever name; and

b. the cost of freight, insurance and other charges arising from the point of dispatch of the goods to the Customer to the point of delivery.

7.2 Where there is any change in the costs incurred by the Supplier in relation to the goods or services, the Supplier may vary its price for goods or services on order to take account of any such charge.

 

8. Intellectual Property

8.1 The Customer acknowledges the Supplier’s title to the copyright, trademark, patent or design rights (Intellectual Property) in or related to any of its goods and shall not claim any right title or interest in the Intellectual Property nor use any of the Intellectual Property other than necessary for the proper use of the goods.

 

9. Risk and Insurance

9.1 Where the delivery terms for the order are Ex Works Vermont, the risk in the goods and all insurance and all responsibility for theft, damage or otherwise in respect of the goods will pass to the Customer immediately on the goods being dispatched from the Suppliers premises.

9.2 Where the delivery terms for the order include delivery to a nominated location, the risk in the goods and all insurance and all responsibility for theft, damage or otherwise in respect of the goods will pass to the Customer immediately upon the goods' successful delivery to the specified location.

 

10. Performance of Contract

10.1 Any period or date for delivery of goods or provision of services stated by the Supplier is intended as an estimate only and is not a contractual commitment. The supplier will use its best reasonable endeavors to meet any estimated dates for delivery of the goods or completion of the services.

10.2 A delivery docket or invoice signed by the Customer or its employee or agent will be proof of delivery of goods invoiced.

 

11. Liability

11.1 The Customer must inspect the goods immediately upon delivery. The customer must, within 14 days of delivery of goods, notify the company in writing of any alleged claims for short or wrongful delivery or for any other breach of contract. If the customer fails to inspect and give notice within 14 days, the Supplier is deemed to have fulfilled the contract. No such claim shall in any event exceed the invoiced price of the goods.

11.2 The Suppliers liability for goods manufactured and/or supplied by it is limited to making good any defects by repairing the same or at the companies option by replacement, within a period not exceeding twelve calendar months after the goods have been delivered provided that defects have risen solely from faulty materials and workmanship and the goods have not received maltreatment, inattention, interference, overload or abuse during use.

11.3 Except as specifically set out herein, any term, condition or warranty in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods or services, whether implied by stature, common law trade usage, custom or otherwise, is expressly excluded.

11.4 Replacement or repair of the goods or re-supply of the services is the absolute limit of the Suppliers  liability, howsoever arising under or in connection  with the sale, use of, storage or any other dealings with the goods or service by the Customer or any third party.

11.5 The supplier is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any other party.

11.6 The Supplier will not be liable for any loss or damage suffered by the customer where the supplier has failed to meet any delivery date or cancels or suspends the supply of goods or services.

11.7 Nothing in the conditions  is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any state or federal legislation applicable to the sale of goods or supply of services which can not be excluded, restricted or modified.

 

12. Cancellation

12.1 If through circumstances beyond the control of the supplier, the supplier is unable to effect delivery or provision of goods or services, then the supplier may cancel the Customers order (even if it has already been accepted) by notice in writing to the Customer.

12.2 No purported cancellation or suspension of an order or any part thereof by the customer is binding on the Supplier after that order has been accepted by the Supplier. The supplier is still entitled to payment in full.

 

13. Privacy

13.1 Any information the Supplier obtains from the Customer is necessary for the suppliers business purposes of providing the Customer with the Suppliers goods and services, and may be used in answering any queries the customer has; considering the   Customers application for credit; performing internal administration; developing, improving and marketing the suppliers products and services; and any directly related purposes.

13.2 The Supplier will not disclose any personal information to any other party without the consent of the customer except to a related entity or advisor of the supplier or where the supplier is otherwise required by law to do so.

13.3 The customer may access to it’s to its personal information on written request to the supplier. A copy of the suppliers privacy policy is also available on written request. The privacy policy contains further details relating to the use, collection, disclosure and security of personal information held by the Supplier.

13.4 The Customer agrees that the supplier may exchange information about it to its credit providers to assess an application by it for credit and to notify other credit providers of its credit worthiness.

 

14. Artwork and Preparatory Matter

14.1 Artwork and preparatory matter (including drawings, images, digital images, sketches, paintings, photos, negatives, film, designs, type setting, printing plates and disks) are commissioned by the Supplier as agent on behalf of the Customer and they should be sold separately from goods purchased by the Customer and the Customer is at all times liable for payment for artwork and preparatory matter regardless of whether it proceeds with the purchase of goods.

 

15. Miscellaneous

15.1 The law of Victoria, from time to time governs the conditions and the parties agree to the non exclusive jurisdiction of the courts of Victoria, the federal court of Australia, and of courts entitled to hear appeals from those Courts.


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