1. Definitions
“Buyer” means the person or company who buys or agrees to buy the products from the Seller (Australian Systems Integration Pty Ltd).
“Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
“Delivery date” means the date specified by the Seller when the products are to be delivered.
“Products” means those goods specified.
“Price” means the price for the products excluding carriage, packing, insurance and GST.
“Seller” means Australian Systems Integration Pty. Ltd or may also be referred to as (ASI). Both mean the same.
2. Applicable Conditions
1. The Seller shall sell and the Buyer shall purchase the products in accordance with any quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these conditions, which shall govern the contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or is purported to be made, by the Buyer.
2. Any variations of these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller, acting by its Managing Director or some other person authorised in writing by him.
3. Any typographical, clerical or other error or omission in any sales literature, web page, quotation, price lists, acceptance of offer, invoice or other document or information issued
by the invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
4. If any provision of these conditions is adjudged invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of those provisions in question shall not be affected.
5. Not withstanding any other provision contained herein, title to any and all goods supplied by the Seller to the Buyer shall not pass until payment in full, in cleared funds, has been made by the Buyer to the Seller in respect of any and all goods supplied by the Seller to the Buyer and all monies due to the Seller by the Buyer under any account whatsoever have been paid in full, in cleared funds.
3. Price and Payment
1. The price shall be that as stipulated in the Sellers published price list or by written quote or invoice current at the date of order of the products. GST shall be due at the rate ruling the date of the Sellers invoice. Any event of any increase in the cost to the Seller of raw materials, labour, overheads, or any increase in taxes or duties or any variation in exchange rate the Seller may increase the price payable under the contract upon written notice.
2. The Buyer shall pay the price in full without discount (except any discount allowed by these terms) deductions, set off or abatement on any ground.
3. Delivery and shipping of the products shall be classed as a separate contract bound by these conditions unless agreed to in writing.
4. Deposits paid by the Buyer to the Seller are non-refundable. Should the Buyer cancel the order on which a deposit has been paid the Seller has the right to not make a refund of any deposits.
5. The Seller reserves the right to defer without penalty delivery of any equipment which has been ordered by the Buyer so long as any amounts remain overdue for payment or any credit limit is exceeded.
4. Products
1. The quantity and description of the products shall be set out in the Sellers quotation/sales order/ invoice.
2. The Seller may make any changes in the specification of the products which do not materially affect their quality or performance required to conform with any applicable statutory requirements where the products are supplied to the Sellers specification.
3. No order which has been accepted by the Seller may be cancelled by the Buyer save with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses reasonably incurred by the Seller as a result of cancellation.
5. Warranties and Liabilities
1. The Seller warrants that the products sold as New will be covered by a 12 month Warranty for Parts and 3 Months Labour from any manufacture defect or as per the manufactures warranty. The Seller warrants that products sold as Used will not have any known faults for a period of 30 days from the delivery date (' the warranty period’). unless specified otherwise in writing or is still under new warranty conditions. The Seller also offers a 14 day return policy where if we cannot solve the problem within the 14 days a full refund or replacement machine may be offered. This will be at the discretion of the Seller.
2. Should the new manufacturer’s warranty period still apply the Seller shall make its best endeavors to assist the Buyer with the arrangements for the manufacturers warranty.
3. The Seller shall at its own expense and within a reasonable time of receiving those products reasonably investigate the Buyers claim and the Seller may repair or at its option replace the products or such parts of the product as are defective.
4. The Buyer shall be responsible for the cost of safe and secure transport of the defective products to the Seller.
5. Upon returning products the Buyer shall quote a return number (obtained by the Buyer from the Seller in advance of returning the products) on the outside of the packaging and provide a written description of the defects which the Buyer claims is covered by the warranty as well as include the original invoice or receipt issued by the Seller for those products. If the Buyer fails to comply with this procedure the Seller shall have no obligation to consider the Buyer's claim for breach of the warranty and may make a handling charge for any warranty claims which are considered.
6. The warranty contained in clause 5.1 is contingent on the proper use of the products by the Buyer and does not cover any part of the products which has been modified without the Sellers prior written consent, or which has been subjected to unusual physical or electrical stress or on which the original identification marks have been removed or altered, or where such repair is required as a result of causes other than ordinary use including without limitation accident, hazard, misuse or failure or fluctuation of electrical power, air conditioning, humidity control, transportation or other causes other than ordinary use.
7. All other warranties, conditions or terms relating to fitness for purpose, satisfactory quality or conditions of the products whether implied by statute or common law or otherwise are excluded to the fullest extent of the law.
8. In any event and despite anything contained in these conditions, in no circumstances shall the Seller by liable in contract, tort (including negligence or breach of statutory duties) or otherwise howsoever, and whatever the cause thereof, for any increase costs or expenses for any loss of profit, business contracts, revenues or anticipated savings, or for any special indirect or consequential damage of any nature whatsoever.
6. Product Delivery
1. Delivery of the products shall be made by the Seller utilising at his discretion the most secure and cost effective means possible. All shipments shall be to the Buyers credit / charge card billing address. Charges for delivery within Australia shall be based on the charges by the Sellers carriers for the appropriate weight of the products plus any reasonable amount determined by the Seller for packaging and labour costs.
2. The Seller shall use its reasonable endeavors to meet any date stated for delivery.
3. The Seller shall not be liable for any delay in delivery howsoever caused.
4. Delivery shall be treated as a separate contract governed by these conditions
7. Product Acceptance
1. The Buyer shall be deemed to have accepted the products upon delivery to the Buyer.
2. After acceptance the Buyer shall not be entitled to reject the products which are not in accordance with the contact.
3. Transit damage must be reported in writing to the Seller within 24 hours of receipt. Outside this period transit damage will not be acceptable as a reason for rejection.
4. Returns for credit may attract a testing and re-stocking charge of 25% of the original purchase price of the products at the Sellers discretion. Any credit refunds made shall be net of the original shipping or delivery charges and any testing and re-stocking charges.
8. Title and Risk
1. Risk or damage to or loss of the products shall pass to the Buyer at the time of shipment from the Sellers premises.
2. Notwithstanding any other provision herein title in the products shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full.
3. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the products which remain the property of the Seller, but if the Buyer does so all monies owing to the Seller shall (without prejudice to any other right or remedy on the Seller) immediately become due and payable.
9. Remedies of Buyer
1. Where the Buyer rejects any products then the Buyer shall have no further rights whatever in respect of the supply to the Buyer of those products or the failure by the Seller to supply products which conform to the contract of sale.
2. Where the Buyer accepted any products then the Seller shall have no liability whatever to the Buyer in respect of those products.
10. Buyer Insolvency
1. This clause applies if;
2. The Buyer makes any voluntary arrangements with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt, or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or
3. A receiver takes possession of any of the property of the Buyer, or
4. The Buyer ceases, or threatens to cease, to carry on business, or
5. The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
6. If the clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Buyer, and the products have been delivered but not paid for the price shall become immediately due and payable that despite any previous arrangement or agreement to the contrary.
11. General
1. Neither party shall be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control and the party shall be entitled to a reasonable extension of time for the performance of its obligations.
2. Any notice required or permitted to be given by either party to the other under the conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
3. Each party agrees to treat as conditional and not to divulge to any third party without the prior consent of the other, details of the other’s business operations, property rights and techniques, contemplated new products and customer lists. This obligation does not relate to information which is or becomes public knowledge through no fault of either party or has been properly obtained from a third party lawfully entitled to posses the information.
12. Headings
1. The heading of the clauses in these conditions are intended for reference only and will not affect the construction of these conditions.
13. Payments
1. If the Buyer fails to make payments in accordance with the terms and provisions hereof the Seller, in addition to its other rights and remedies but not in limitation thereof at its option may defer shipments or deliveries hereunder or under any other contract with the Buyer except upon receipt of satisfactory security or of cash before such shipments or deliveries resume.
14. Consequential Loss
1. The Seller shall not be liable for any costs, claims, damages or expenses arising out of any tortuous act or omission or any breach of contract or statutory duty calculated by reference to profits, income or accrual or loss of such profits, income, production or accruals or by reference to accrual of such costs, claims, damages or expenses on a time basis, to the fullest extent of the law.
15. Representations
1. No statement, description, warranty condition or recommendation contained in any catalogue, price list or advertisement or communication or made verbally by any of the agents or employees of the Seller shall be construed to enlarge, vary or override in any way thereof any of these conditions.
16. Force Majeure
1. The Seller shall be entitled to delay on cancel delivery or to reduce the amount delivered if its prevented from or hindered in or delayed in manufacturing, obtaining or delivering the products by normal routes or means of delivery through circumstances beyond its control including but not limited to strikes, lock outs, accidents, war, fire, reduction in or unavailability of power at the Sellers premises or in its manufacturing plant, breakdown of plant machinery or shortage or unavailability of raw materials from a normal source of supply.
17. Additional Costs
1. The Buyer agrees to pay for any loss or extra cost incurred by the Seller through the Buyers instructions or lack of instructions or through failure to delay in taking delivery or through any acts of default on the part of the Buyer, its servants, agents or employees.
