- (a) These terms and conditions constitute the whole contract between the Adept Industrial Solutions Pty Limited (referred to as the seller) and the buyer and supersede all previous communications either oral or written. Any quotation or tender by the seller shall be deemed to be subject to these terms and conditions. No term or condition contained in the buyer’s acceptance or order shall add to, amend or delete these terms and conditions or any of them unless expressly agreed in writing by a duly authorised officer of the seller.
- (b) It is the buyer’s responsibility when accepting this contract or ordering to ensure the goods ordered conform to the buyer’s requirements and are suitable and sufficient for the buyer’s purposes.
- (c) The seller will not accept return of or give credit for any goods supplied under this contract.
- (d) Any quotation by the seller is not and shall not be construed as an offer capable of acceptance or as creating an obligation to sell.
- (e) It is the buyer’s responsibility to obtain any approvals licences or permits necessary for the performance of the contract.
- (f) All descriptive specifications, performance figures, drawings, data, dimensions and weights furnished by the seller or contained in catalogues, price lists or advertisements are by way of general description only of the goods and shall not form part of the contract.
- (g) It is the buyer’s responsibility to provide all information necessary to enable performance of the contract and the buyer shall be responsible for any costs arising directly or indirectly from any error or omission in that information or any delay in providing that information.
- (h) If a customer cancels or alters any order or part order for special products or standard products with special materials at any time after the seller has received the order then the seller reserves the right to charge to the customer the charge of any special products or materials already acquired for the order together with the costs of any labour and tooling expended to the date of such cancellation or alterations. No returns of special products will be accepted.
- (a) Prices quoted are based on the full quantities specified and do not necessarily operate pro rata for any greater or less quantities.
- (b) Prices quoted are exclusive of G.S.T. which, when applicable, will be charged to the buyer.
- (c) Prices quoted in this contract are based on present rates and costs of material, labour, freight, insurance, customs agents and carrier’s fees, government tariffs, duties and taxes and shall be subject to increase in respect of any variation in such rates or costs or the method of assessment of the same occurring before completion of the contract.
- (d) In the event of the suspension of manufacture or supply by buyer’s instructions, or lack thereof, or due to the inability of buyer to accept the goods for any reason on or after the date on which they are ready for delivery, buyer shall be liable for all extra costs and losses thereby incurred by seller.
3. Terms of Payment
- Prices quoted are strictly net and payment in full shall be made in accordance with the terms and within the times stated on each invoice.
4. Delivery, Risk and Property
- (a) Unless otherwise agreed in writing the goods shall be delivered to the buyer ex the store or works of seller.
- (b) The seller may at its discretion agree to act, as agent for the buyer for delivery beyond store or works and all costs of carriage and the buyer shall pay insurance. The seller shall not be liable for any damages caused to the goods whilst they are in transit. The buyer shall at the buyer’s expense provide labour, cranes or forklift and reasonable access to point of delivery for offloading of goods without delay.
- (c) Where the seller agrees to deliver the goods to the premises of the buyer and where the seller contracts with a carrier to do so, delivery of the goods to the carrier in all circumstances constitutes delivery to the buyer.
- (d) Delivery of goods to the buyer or to the carrier at the point of delivery shall constitute delivery to buyer and upon delivery to buyer risk of loss shall pass to buyer.
- (e) As long as the buyer owes the seller any part of the price of goods supplied at any time, the seller shall retain the legal title in all goods supplied and not yet used or resold. The buyer shall keep such goods stored separately during the time he has them in such a way that the goods remain identifiable. When such goods are used, even with loss of identity, legal title to the resultant product shall vest in the seller. The seller has:- (i) The right of re-entry and inspection to support the property reservation; and (ii) The power to repossess when payment is overdue. (iii) The buyer as agents of the seller shall receive proceeds of sale of unused goods or resultant products and on their account, such proceeds to be kept in a separate account.
- (f) Seller may at its discretion make and invoice partial deliveries against an order and each such delivery shall be a separate sale under the terms and conditions of this contract.
- (g) If after fourteen (14) days from the date on which the goods are ready for dispatch, delivery is delayed for any reason beyond the seller’s reasonable control, the seller may store the goods at its premises or elsewhere and the costs of storage, handling and insurance shall be payable by buyer on demand by seller.
- (h) No delivery may be deferred except with the written consent of the seller.
5. Inspection and Acceptance
Upon delivery of the goods the buyer shall inspect the goods at its expense and give written notice to seller within seven (7) days of delivery of any non-conformity to description or the terms and conditions of this contract. Failure to give such notice shall constitute an irrevocable acceptance of the goods by the buyer.
6. Force Majeure
The seller shall not be liable for any failure or delay to supply the goods due in any substantial part to any cause beyond its control such as, but not limited to, any act or neglect of any carrier, subcontractor, manufacturer or supplier of the seller, acts of God, strikes, lock-outs, bans or other industrial disturbances, fire, flood, explosion, civil riot or commotion, government interference or request, by-laws, rules or regulations or orders of any competent authority. No such failure or delay shall entitle the buyer to terminate this contract and seller’s obligations to buyer shall be suspended without liability on the part of the seller while such cause exists.
The seller shall not be liable to the buyer or otherwise for any infringement or unauthorised use of any patent, trademark, design, copyright or any other industrial property right arising out of performance of this contract. In case any dispute or claim is made in respect thereof the seller may terminate this contract by notice in writing to the buyer without any liability on the part of seller.
Upon the happening of any of the following events: (i) The commission by the buyer of any act of bankruptcy or the buyer going into liquidation or a petition being presented for the sequestration of buyer’s estate of for the winding up of the buyer, or (ii) The buyer assigning its property for the benefit of its creditors or having a receiver or official manager appointed to any of its assets, or (iii) The buyer failing to make any payment to the seller on the due date; or (iv) The buyer being in breach of any of these terms and conditions: Then in any such event the seller shall without prejudice to any other remedies have the right to: (i) cease production of the goods and /or (ii) decline to deliver the goods or any balance of the goods still due under this contract, and/or (iii) stop any goods in transit, and/or (iv) otherwise cease to perform any of its obligations to buyer, and/or (v) terminate the contract without incurring any liability at law or in equity and without prejudice to its rights to recover amounts and/or damages owing to it by the buyer; and/or (vi) enter into any premises and repossess any goods already delivered and whether or not property in such goods has passed to the buyer in respect of which entry the buyer shall indemnify and keep indemnified the seller for all damages for which the seller may be responsible, and/or (vii) recover from the buyer the contract price and other expenses incurred by the seller, and/or (viii) to sell elsewhere and charge the buyer with any resultant loss.
9. Warranty and Liability of Supplier
- a) This contract shall be governed and construed in accordance with the laws of the state of NSW Australia.
- b) All notices to be served upon the buyer shall be deemed to be duly served if left at or sent by ordinary prepaid post to the last known address of the buyer. Buyer shall be deemed to have received notice two (2) days after posting.
- c) The buyer shall not assign any rights or obligations under this contract without the prior written consent of the seller.
- d) No waiver by the seller of any default of the buyer in the performance of any obligation or condition of this contract shall be or be deemed to be a waiver of that or any other obligation or condition.
- e) The singular shall include the plural and vice versa, words importing any gender shall include every other gender and where there is more than one buyer. Buyers shall be bound to the seller jointly and severally.
- f) These terms and conditions can be amended at the seller’s discretion at any time without any prior notice to the buyer or subsequent notice of amendment.