- The Seller means Adept Conveyors Pty Ltd, ABN 90 674 309 418 and Buyer means the person identified in an order as the customer and includes the Buyer’s agents and permitted assigns.
- Acceptance of Buyers order: these terms and conditions (Terms) shall apply to every sale of goods or services between the Seller and Buyer. Any terms and conditions in any document of the Buyer that deviates from or are inconsistent with these Terms are expressly rejected by the Seller.
- Prices: Quotations are subject to customer requirements and are treated as estimates only and subject to withdrawal, correction, or alteration at any time before completion of the Buyer’s order. Prices are ex-sellers warehouse unless otherwise agreed in writing.
- Price quoted is GST exclusive.
- The cost of goods to Seller may increase due to any factor beyond the Sellers control including but not limited to material costs, labour costs, alteration of exchange rates, duties, or changes to delivery rates. The Seller reserves the right to amend any quotation before the order has been completed to take into account any rise or fall in these costs of completing the order. The Seller will notify the Buyer of any amendment as soon as practicable, at which point the amended quotation will be the estimate or quote to these Terms.
- Any increase (annual review) in the price under the clause above will only take place after Seller has informed the Buyer of it.
- Price is exclusive of packaging or transportation/delivery unless otherwise stated.
- Variations: during the course of a project or contract sale the Buyer may request for additional equipment, modification, or services, then a variation to contract will be quoted and issued by the Seller. The variation must be accepted in writing prior to any commencement of such variation.
- Goods and Services Tax (GST): GST refers to Goods and Services Tax under the A New Tax System Act (Goods and Services Tax) Act 1999 (Cth). The Buyer will pay to the Seller, in addition to the total purchase price, GST. The Seller shall deliver to Buyer a Tax Invoice for the supply of relevant goods and/or services.
- Insurance: Buyer is responsible to effect whatever insurance cover they require at their expense.
- Payment:
- The Buyer must pay any valid tax invoice for the goods issued by the Seller to the Buyer within, seven (7) or thirty (30) days.
- All payments must be in Australia dollars AU$.
- Payment terms that involve retentions, liquidated damages or bank guarantee must be made clear at quotation time and agreed in writing by the Seller.
- All costs and expenses associated with collecting overdue amounts, including (but not limited to) legal fees and internal costs and expenses of the Seller, are to be paid by the Buyer as a debt due and payable under these Terms.
- Delivery and Installation:
- The risk in the goods passes to the Buyer on the earlier of delivery to the Buyer or collection of the goods.
- The duration of delivery and installation shall be outlined in the Seller’s quotations.
- Inspection and Acceptance of Goods:
- It is the Buyer’s responsibility to ensure the goods or services ordered conform to the Buyer’s requirements and are satisfactory for the Buyer’s purposes.
- Buyer must inspect the goods on delivery or collection.
- If the Buyer identifies any damages, shortages, defective or quality issues the Seller must be advised in writing within ten (10) days of delivery.
- Other than by agreement, Seller will only accept returned goods if Seller is satisfied that those goods are defective. However, the Seller may accept returns of goods without defects if the Buyer ordered the goods mistakenly or is not satisfied with them. Returns of goods without defects incur a 25% restocking fee and the Buyer acknowledges that this fee is a genuine pre-estimate of the loss caused by the return of these goods.
- Title and PPSA:
- Property and title in the goods do not pass to the Buyer until all money due and payable to the Seller has been fully paid.
- The Buyer acknowledges that these Terms give rise to a security interest in the goods supplied to the Buyer for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA). The security interest created under these Terms is a purchase money security interest under section 14 of the PPSA. The Buyer grants to the Seller a security interest in all the goods supplied to the Buyer, which secures the Buyer’s payment or performance of its obligations to the Seller.
- Until title in the goods has passed to the Buyer as contemplated by this clause 10, the Buyer agrees not to in any way assign, charge, lease, sell or otherwise deal with the goods.
- If the Buyer sells the goods or otherwise disposes of the goods while money is due and payable to the Seller, the Buyer does so as the Seller’s fiduciary agent. The Buyer acknowledges that the proceeds of such sale or other disposal constitutes property of the Seller and are thereby held by the Buyer on trust for the Seller.
- If the Buyer does not pay for a tax invoice issued by the Seller to the Buyer within 30 days, the Buyer:
- agrees that the Seller may repossess the goods; and
- grants the Seller or its agents an irrevocable licence to enter the Buyer’s premises to recover possession of the goods.
- The Buyer irrevocably waives its rights to receive any notice under the PPSA (including notice of verification statement) unless the notice is required by the PPSA and cannot be excluded.
- Unless the goods are used predominantly for personal, domestic or household purposes, the Seller and the Buyer agree each of the following requirements or rights under the PPSA do not apply to the enforcement of the Seller’s security interest in the goods or these Terms:
- any requirement for the Seller to give the Buyer a notice of removal of accession.
- any requirement for the Seller to give the Buyer a notice of the Seller’s proposed disposal of the goods.
- any requirement for the Seller to include in a statement of account, after disposal of the goods, the details of any amounts paid to other secured parties.
- any requirement for the Seller to give the Buyer a statement of account if the Seller does not dispose of the goods.
- any right the Buyer has to redeem the goods before the Seller exercises a right of disposal; and
- any right the Buyer has to reinstate these Terms before the Seller exercises a right of disposal of the goods.
- Warranties:
- The Seller warrants that the goods manufactured by the Seller are free from defects in workmanship and materials for a period of twelve months from the date of invoice or receipt of goods.
- Subject to this clause 11, if the goods manufactured by the Seller fail to operate for any reason within the warranty period and the goods are returned to the place of purchase at the Buyer’s expense, the Seller will repair or replace the goods free of charge or provide a refund for the goods.
- The above warranty is subject to the following conditions:
- the Buyer must notify the Seller in writing within ten days of the Buyer becoming aware of the defect.
- the written notification to the Seller must state what aspects of the goods have failed to meet the warranty.
- the goods must be returned to the Seller with proof of purchase.
- the goods must be inspected by the Seller for evaluation before any warranty claim is approved.
- the goods must not have had any serial number removed, defaced or changed, or had their casing opened, power cord altered, nor have been tampered with in any other way.
- failure of the goods must not be due to misuse, improper installation, connection to the wrong voltage or other abuse or misuse.
- failure of the goods must not be due to alterations or repairs made by unauthorised third parties.
- the warranty does not cover any normal wear or tear of the goods.
- the Seller is not responsible for damage or loss caused during shipping; and
- apart from any consumer guarantees under the Australian Consumer Law or part 8 of the Sale of Goods Act 1923 (NSW) (or both), all other warranties express or implied and whether arising by virtue of statute or otherwise are excluded.
- Any goods which are found to be faulty due to abuse, misuse or improper installation will be charged to the Buyer at the Seller’s current hourly rate.
- In addition to the above warranty, the Seller warrants that goods which are manufactured by a third party and purchased and re-sold by the Seller to the Buyer pursuant to the order shall carry the then standard warranties of those third-party manufacturers.
- Exclusions and limitation of liability:
- The Buyer expressly agrees that use of the goods and services is at the Buyer’s risk. To the full extent allowed by law, the Seller’s liability for breach of any term implied into these Terms by any law is excluded.
- All information, specifications and samples provided by the Seller in relation to the goods or services are approximations only and, subject to any consumer guarantees under the Australian Consumer Law, small deviations or slight variations from them which do not substantially affect the Buyer’s use of the goods or services do not entitle the Buyer to reject the goods upon delivery or to make any claim in respect of them.
- Except for the warranties in clause 11, the Seller gives no warranty in relation to the goods or services provided or supplied. Under no circumstances is the Seller or any of its suppliers liable or responsible in any way to the Buyer or any other person for any loss, damages, costs, expenses or other claims (including consequential damages and loss of profits or loss of revenues) as a result, direct or indirect of any defect, deficiency or discrepancy in the goods or services. This includes their form, content and timeliness of deliveries, failure of performance, error, omission, or defect, including, without limitation, for and in relation to any of the following:
- any goods or services supplied to the Buyer.
- any delay in supply of the goods or services; or
- any failure to supply the goods or services.
- These Terms supersede and exclude all prior and other discussions, representations (contractual or otherwise) and arrangements relating to the supplier of the goods or services including, but not limited to, those relating to:
- the performance of the goods or services.
- any part of the goods or services; or
- the results that ought to be expected from using the goods or services.
- Any advice, recommendation, information, assistance or service given by the Seller in relation to goods or services or both, is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given. It is provided without any warranty or accuracy, appropriateness or reliability. The Seller does not accept any liability or responsibility for any losses suffered as a result of the Buyer’s reliance on such advice, recommendation, information, assistance or service.
- To the fullest extent permissible at law, the Seller is not liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the provision of or failure to provide goods or services, or otherwise arising out of the provision of goods or services, whether based on terms of trade, negligence, strict liability or otherwise, even if the Seller has been advised of the possibility of damages.
- The Australian Consumer Law may give to the Buyer certain consumer guarantees (if the Buyer is defined as a consumer in section 3 of the Australian Consumer Law) which cannot be restricted, limited or varied.
- Indemnity:
- The Buyer indemnifies and keeps indemnified the Seller, its servants and agents in respect of any claim or demand made or action commenced by any person (including, but not limited to, the Buyer) against the Seller or, for which the Seller is liable, in connection with any losses, costs or expenses arising from or incidental to the provision of goods or services, any order or the subject matter of these Terms. This includes, but is not limited to, any legal costs incurred by the Seller in relation to meeting any claim or demand or any party or party legal costs for which the Seller is liable in connection with any such claim or demand.
- This provision remains in force after the termination of these Terms.
- Force majeure:
- If circumstances beyond the Seller’s control prevent or hinder its provision of the goods or services, the Seller is free from any obligation to provide the goods or services while those circumstances continue.
- Circumstances beyond the Seller’s control include, but are not limited to, unavailability of materials or components, strikes, lockouts, riots, natural disasters, fire, war, acts of God, government decrees, proclamations or orders, transport difficulties and failures or malfunctions of computers or other information technology systems.
- Miscellaneous:
- These Terms are governed by the laws of New South Wales. Each party irrevocably submits to the courts of New South Wales.
- These Terms represent the whole agreement between the parties relating to the subject matter of the Terms.
- These Terms supersede all oral and written negotiations and communications by and on behalf of either of the parties.
- In entering into these Terms, the Buyer has not relied on any warranty, representation or statement, whether oral or written, made by the Seller or any of its employees or agents relating to or in connection with the subject matter of the Terms.
- If any provision of these Terms at any time is or becomes void, voidable or unenforceable, the remaining provisions continue to have full force and effect.
- A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right.
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