TERMS AND CONDITIONS OF SALE
“Company” means Provo Instrumentation Pty Ltd as Trustee for the Glenlea Family Trust. (testinstruments.net.au is a website wholly owned by Provo Instrumentation Pty Ltd)
“Customer” means the purchaser of the Goods from the company.
“Goods” means all goods sold and/or delivered by the Company to the Customer.
“Terms” means these terms and conditions of sale.
2.1 These Terms apply to all contracts for the sale of Goods by the company.
2.2 No amendment, alteration, waiver or cancellation of any of these Terms is binding on the Company unless confirmed by the Company in writing.
2.3 The Customer acknowledges that no employee or agent of the Company has any right to make a representation, warranty or promise in relation to the Goods or the sale of the Goods other than as contained in these Terms.
3.1 Prices are determined at the time of order and, prior to payment of the deposit, are subject to change without notice.
3.2 The prices quoted herein are open for acceptance until withdrawn by the company or until the expiration of a period of 7 days from the data hereof or as otherwise specified herein (whichever date the earlier shall occur).
4.1 Full payment for the goods is to be made prior to the goods being shipped or as per the arranged between the Company and the Customer.
4.2 Payments are to be made to the Company without any deduction or discount other than as stated in these Terms or in the relevant invoice.
4.3 For certain Goods the Company may request a deposit of 30% of the invoice price which must be paid when placing the order.
4.4 Balance of the invoice price must be paid in full before delivery or as per the arranged between the Company and the Customer.
5.1 The Customer must, within 5 days of being notified of their availability, collect or accept delivery of the Goods and pay the balance of the invoice price (if applicable).
5.2 The Company reserves the right to deliver the Goods in whole or in installments, as well as to deliver prior to the date for delivery and, in such event, the Customer must not refuse to take delivery of the Goods.
5.3 Unless otherwise stated herein, point of delivery will be FOT (Free on Transport) Brisbane.
6.1 The Customer shall inspect and evaluate the goods immediately upon delivery and shall within five days from such inspection give notice in writing to the Company of any matter, fact, or circumstance by reason whereof customer may allege that the goods or any part of the same are not in accordance with the contact. If the Customer does not give any such notice within such time, the goods shall be for all purposes deemed to be in all respects in accordance with the contract and, without derogating from the generality of anything else contained herein, the Customer shall be bound to accept and to pay for the same accordingly and no action shall be maintained in respect of the goods unless such written notice shall have been given within such time.
6.1 Legal and beneficial ownership of the Goods will not pass to the Customer until such time as the Goods have been paid in full in cash or cleared funds.
8. RISK and INSURANCE
8.1 The Goods are entirely at the risk of the Customer from the moment of delivery to the Customer’s point of delivery or on collection, even though title to the Goods has not passed to the Customer at that time.
8.2 The Customer must, at its own expense, maintain the Goods and insure them for the benefit of the Company against theft, breakdown, fire, water and other risks as from the moment of delivery to the Customer and until title in the Goods has passed to the Customer.
9.1 No order may be cancelled, modified or deferred without the prior written consent of the Company (which is at the Company’s sole discretion). If such consent is given it is, at the Company’s election, subject to the Company being reimbursed all losses, including loss of profits, and paid a cancellation fee (being not less than 20% of the invoice price of the Goods).
10 LIMITED LIABILITY
10.1 These terms do not affect the rights, entitlements and remedies conferred by the Trade Practices Act 1974
10.2 The Company is not subject to, and the Customer releases the Company from, any liability (including but not limited to consequential loss or damage) because of any delay in delivery or fault or defect in the Goods. The Customer acknowledges that the Company is not:
(a) responsible if the Goods do not comply with any applicable safety standard or similar regulation; and
(b) liable for any claim, damage or demand resulting from such non-compliance.
10.3 If any statutory provisions under the Trade Practices Act 1974 or any other statute applies to the contract between the Company and the Customer (Contract) then, to the extent to which the Company is entitled to do so, the Company’s liability under the statutory provisions is limited, at the Company’s option, to:
(a) replacement or repair of the Goods or the supply of equivalent Goods; or
(b) payment of the cost of replacing or repairing the Goods or of acquiring equivalent goods;
in either case, the Company will not be liable for any consequential loss or damage or other direct or indirect loss or damage.
10.4 The Customer agrees, warrants, and represents that s/he has relied on his/her own skill, knowledge, and judgement in choosing and ordering the goods and assessing the suitability of the same for the intended purpose of the same and not on any advice, promise, representation or the like by the company, save as might be specifically set out herein.
11.1 All Goods supplied are covered by such warranties as are specified by the manufacturer and supplied subject to the product standards detailed by the manufacturer.
11.2 On discovery of any defect in the Goods, the Customer must immediately notify the Company in writing of such defect. The Customer must not carry out any remedial work to alleged defective Goods without first obtaining the written consent of the Company to do so.
11.3 The provisions of any act or law (including but not limited to the Trade Practices Act 1974) implying terms, conditions and warranties, or any other terms, conditions and warranties which might otherwise apply to or arise out of the Contract are hereby expressly negated and excluded to the full extent permitted by law.
11.4 The Customer expressly acknowledges and agrees that it has not relied upon, and the Company is not liable for any advice given by the Company, its employees, agents or representatives in relation to the suitability for any purpose of the Goods.
12 DISPLAY and SAMPLES
12.1 Any display product or sample inspected by the Customer is solely for the Customer’s convenience and does not constitute a sale by sample.
13.1 The terms of the Contract are wholly contained in these Terms and any other writing signed by both parties. The Contract is deemed to have been made at the Company’s place of business where an order was placed and any cause of action is deemed to have arisen there.
14 FORCE MAJEURE
14.1 The Company will not be liable for any breach of contract to any matter or thing beyond the Company’s control (including but not limited to transport stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident.
15 WAIVER OF BREACH
15.1 No failure by the Company to insist on strict performance of any of these Terms is a waiver of any right or remedy which the Company may have, and is not a waiver of any subsequent breach or default by the Customer.
16.1 If the Customer is trustee of a trust and contracts with the Company for and in respect of the goods on that basis, the trustee and each and every one of its directors at the date hereof warrants to the Company that the Customer as trustee has a right of indemnity out of trust assets against any and
all liability the Customer incurs to the Company for and/or in respect of the said goods.
17.1 The Company reserves the right to refuse in its absolute discretion any order based on a quotation within seven days after the order is received and at any time to refuse to accept or proceed with an order should the customer’s trade reference be unsatisfactory to the Company.
17.2 Unless otherwise specifically stated by the Company in writing, any price quoted by the Company to the Customer is exclusive of GST payable in respect of the supply by the Company to the Customer and the Customer shall, in addition to the price quoted, pay to the Company any such GST.
17.3 The proper law of any agreement entered into between the Company and the Customer pursuant to a quotation and/or in respect of the goods and all matters touching upon or flowing from any and all of the same shall be the law of the State of Queensland in the Commonwealth of Australia.
17.4 If any provision of these terms and conditions is void or unenforceable then the same shall be severed from the balance of these terms and conditions, which shall continue to be of full force and effect.