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GENERAL CONDITIONS OF SALE |
1.
ApplicationThese General Conditions of Sale will apply to the sale of any goods or services (Goods) by Interquip to the Customer and will form part of any contract resulting from the acceptance of a purchase order placed with Interquip by the Customer (Customer). In the event of any inconsistency between any purchase order or other document issued by the Customer and these General Conditions of Sale, the General Conditions of Sale will prevail.
2.
QuotationsAny quotation issued by Interquip is not an offer to sell and may be withdrawn or varied at any time prior to a related purchase order being accepted by Interquip in accordance with clause 3. A quotation will only be valid for 30 days from its date of issue unless extended in writing by Interquip. All prices quoted by Interquip are subject to variation in accordance with clause 5.
Acceptance of ordersAll purchase orders received by Interquip are subject to acceptance by Interquip in writing. The issue by Interquip of a written acceptance of a purchase order will not be or imply acceptance of any terms or conditions in the purchase order which are inconsistent with these General Conditions of Sale.
4.
Terms of paymentInterquip's terms of payment are net cash before despatch unless the Customer possesses a current credit account with Interquip. The terms of payment for a current credit account are net cash, free of exchange, 30 days from when the Goods are delivered or ready for delivery. Interquip reserves the right to invoice for partial deliveries and deliveries delayed at the request of the Customer. Interest must be paid on any account which is in arrears with interest calculated from the due date for payment until final payment has been received by Interquip.
Price variationsAny change in the cost of labour, materials, transport, essential services, tariffs, duties, exchange, or any other costs or expenses incurred by Interquip between the date of quotation and the date of invoice must be paid for by the Customer.
6.
Taxes and duties6.1 Prices quoted do not include the taxes, imposts and duties described in clause 6.2
6
.2 Interquip may recover from the Customer, and the Customer must pay, the amount of any sales tax, customs duty, use tax, consumption tax, goods and services tax, value-added tax or any similar tax, impost or duty levied on any supplies made by Interquip to the Customer under or in connection with these General Conditions of Sale (excluding any income tax imposed on Interquip), whether that tax, impost or duty is currently in force or comes into force after the date from which the General Conditions of Sale apply to the Customer. Any such tax, impost or duty must be paid by the Customer at the same time as when payment for the supplies in respect of which the tax, impost, or duty is levied as due.6
.3 The acceptance by Interquip of the Customer's sales tax certificate or other documents claiming exemption from any taxes, imposts or duties is at Interquip's absolute discretion, and any such acceptance does not exempt the Customer from paying any taxes, imposts or duties (including any interest and penalties) subsequently imposed.7.
PackingPrices quoted do not include the cost of any packing. The cost of providing packing requested by the Customer must be paid for by the Customer.
Point of delivery/delivery costsPrices quoted are "ex-works" or "ex-site" and all costs of freight and delivery from Interquip's works or from site will be to the Customer's account. Delivery will be deemed to occur when the Customer is informed by Interquip that the Goods are ready for collection from Interquip's works or from site.
9.
Delivery periodThe time within which Interquip may advise the Customer that it will make delivery of its order will be regarded as a best estimate, but will not be guaranteed and may be subject to extension to cover delays caused by Government priorities, strikes, lockouts, breakdowns, delays in transport, fire, late delivery of raw material or components, or other causes beyond the control of Interquip and no responsibility will be accepted by Interquip for the consequences of any such delays. Interquip may make delivery of and invoice any order either as a whole or in separate parts and effect delivery at any time within the period advised by it for delivery of the order. If the Customer requests Interquip to delay delivery or fails to give Interquip adequate delivery instructions, Interquip may store the Goods at the Customer's expense.
10.
InsuranceInsurance cover is the responsibility of the Customer and all Goods will be at the Customer's risk from the point of delivery as defined in clause 8. Interquip will not be responsible for any loss or damage occurring after the point of delivery and will only arrange insurance upon written instruction from the Customer and at the Customer's expense.
11.
Amendment and cancellationThe Customer will not, after acceptance of an order, cancel or amend it in any way without the written approval of Interquip. Interquip may, on consenting to an amendment, revise its price and delivery schedule and amend the order to reflect such change. In the event of an amendment or cancellation, the Customer must reimburse Interquip for all costs and expenses already incurred by Interquip and any additional costs and expenses resulting from the amendment or cancellation.
12.
BrokeringWhere Interquip sells Goods as an agent for the owner of the Goods, Interquip makes no representations and gives no warranties:
(a) regarding the fitness for purpose, condition or quality of Goods; or
(b) regarding title to the Goods, including whether or not title to the Goods resides with the owner.
13.
Return of goodsInterquip may, in its absolute discretion, agree to accept the return of any Goods and credit the Customer with the invoiced value of the Goods provided the Goods are returned in "as purchased" condition and Interquip has given its written approval for the return of the Goods. Interquip reserves the right to charge an administrative fee for the return of any such Goods by the Customer.
14.
WarrantiesInterquip does not warrant any equipment of other manufacturers.
15.
IndemnityThe Customer indemnifies and holds Interquip harmless from and against all liabilities, losses, damages, costs or expenses incurred or suffered by the Customer and from and against all actions, proceedings, claims or demands made against Interquip, arising in either case as a result of:
(a) the Customer's failure to comply with any laws, rules, standards, or regulations applicable to the Goods or use of the Goods;
(b) any use of the Goods contrary to any instructions or warnings given by the manufacturer of the Goods;
(c) any other negligence or any breach of duty by the Customer; or
(d) any compliance or adherence by Interquip with any instruction by the Customer in relation to the Goods.
16.
Drawings and specificationsAll drawings, specifications, descriptions and other documents attached to any quotation are for tendering purposes only and will not form the basis of nor be part of any contract between the Customer and Interquip. After receipt of the Customer's orders, Interquip will provide, if it has agreed in writing to do so, copies of available drawings, specifications and manuals. The details contained therein will be submitted in good faith as being correct but any errors, omissions or defects therein will not be grounds for cancellation of the contract nor entitle the Customer to make any claim against Interquip. All additional manuals, drawings or documentation requested by the Customer will be at the Customer's expense.
17.
Inspection and testingWhere the Goods are located on Interquip's premises, the Customer's inspectors will be given full access to all relevant areas of Interquip's premises for the purpose of inspection and testing of the Goods. Inspectors are required to seek appointments for those inspections through Interquip's appointed representative by giving at least 24 hours notice. The Customer's inspectors must be accompanied at all times by an Interquip representative while inspecting and testing the Goods. Where the Goods are located on site or on premises other than Interquip's, Interquip will take all reasonable steps to organise and facilitate the inspection of the Goods by the Customer's inspectors. The cost of the inspections and testing, and travel and related expenses for the inspection and testing of the Goods is at the Customer's expense.
18.
Customer's propertyNo responsibility is accepted by Interquip for loss or damage to the Customer's equipment or other goods left in Interquip's possession.
19.
Retention of title19
.2 Where Interquip is acting as an agent for the owner of the Goods, the Goods will remain the sole and absolute property of the owner and property in and title to the Goods will not pass from the owner to the Customer until the Customer has paid Interquip for the Goods in full.19
.3 Until title in the Goods has passed pursuant to clauses 19.1 or 19.2, the Customer holds the Goods as bailee in the capacity of a fiduciary for Interquip. The Customer will keep the Goods supplied to it by Interquip in its possession and take good care of them and store them and mark them in a manner that identifies the Goods supplied and clearly shows that they belong to Interquip.19
.4 If the Goods in any way become attached to another or part of another object before the Customer has paid Interquip for the Goods in full, title to insomuch of the object as is comprised by the Goods will remain with Interquip or the owner (as the case may be) and will not pass from Interquip or the owner to the Customer until the Goods have been paid for in full. Until Interquip is paid in full for the Goods the Customer holds any objects to which the Goods are attached or of which the Goods form a constituent part as bailee in the capacity of a fiduciary for Interquip and will store such objects separately so as to be readily identifiable.19
.5 If the Goods (or any objects to which the Goods are attached or of which the Goods form a constituent part) are on-sold by the Customer to a third party prior to payment for the Goods in full by the Customer, the Customer does so as agent for Interquip and the Customer unconditionally agrees to keep the proceeds of such on-sale in a separate bank account on trust for Interquip and, at Interquip's request, to assign to Interquip any debt owed to the Customer in respect of the on-sale, until Interquip has been paid in full for the Goods. Notwithstanding this paragraph, the Customer must not represent to any third parties that it is in any way acting for Interquip and Interquip will not be bound by any contracts with third parties to which the Customer is a party.19
.6 If any payment by the Customer to Interquip is overdue, in whole or in part, or the Customer is otherwise in default under any contract with Interquip, or the Customer shall become bankrupt or commit any act of bankruptcy or compound with its creditors or have judgement entered against it in any court or, being a company, have an provisional liquidator, voluntary administrator, receiver or manager appointed or otherwise suffer some form of insolvency administration, all sums then owing by the Customer to Interquip in respect of the Goods will become immediately due and payable and Interquip may (without prejudice to any of its other rights) recover and resell the Goods and may, for that purpose, enter upon the Customer's premises by its servants or agents, and Interquip is irrevocably authorised to effect such entry, including the use of such reasonable force as is necessary to effect such entry, and to use the name of the Customer and to act on behalf of the Customer, if necessary, to recover possession of the Goods and to detach the Goods from any other object to which the Goods have been attached or of which the Goods form a constituent part.20.
ArbitrationIf at any time any question, dispute or difference whatsoever shall arise between the Customer and Interquip upon, in relation to, or in connection with a sale of Goods such question, dispute or difference may be referred to arbitration in Australia by a person to be mutually agreed upon or, in default of agreement, by a person appointed by the President for the time being of the Institute of Industrial Engineers, Australia. The submission will be deemed to be a submission to arbitration within the meaning of the Commercial Arbitration Act 1985 (WA).
21.
Governing lawThese General Conditions of Sale will be governed by and determined in accordance with the laws of Western Australia.