Terms and Conditions of Quotation, Sale & Repair of Kistler Instruments Australia Pty Ltd
All orders and deliveries are made subject to the terms and conditions as herein set out. Any conditions stipulated by the Customer which are in contradiction of our general conditions of supply shall be valid only if expressly acknowledged by us in writing. Any statement made by or on behalf of the Seller prior to the contract, whether orally or in any letter, document, pamphl et, brochure, price-list, data sheet or sales literature shall not apply to the contract unless it is made in writing to the Buyer. Before confirmation of the Buyer’s orders, the Seller reserves the right to make alteration to the foregoing. Descriptive and clerical errors are subject to correction.
Any contract or order based on this or any other tender or quotation is only accepted upon and subject to our Terms & Conditions of Quotation, Sale & Repair as herein printed and these conditions are to have full force and effect as if incorporated into the Customer’s order. Unless expressly accepted in writing by us any variations of additions to these conditions in a Customer’s order will be deemed to be inapplicable.
Special conditions apply for software. We guarantee that software can be operated under the specified computer operating systems. We grant no warranty for functionality, completeness, accuracy or timeless. The purchase of software provides the right for use on one system only. The software may not be reproduced, copied or transmitted in any way whatsoever.
Quotations given by us are valid for 30 days and are confidential. All quotations are subject to withdrawal or variation by us at any time prior to acceptance of a firm order. No order given to us based upon a quotation shall be binding upon us until accepted by us in writing. We reserve the right to correct any accidental error or omission or quotation or invoice without prior notice. If the Customer does not place a purchase order according to our quotation, the Customer will return all specifications and documents upon our request.
All prices are in the indicated currency and are net unless otherwise stated. Prices for goods to be imported are based on prices quoted to us by the Factory and the rates of freight, insurance premiums, customs duties, primage and other costs of importation known to us at the time of quotation. We reserve the right to modify prices for goods not yet delivered if circumstances so require and to notify the Customer as soon as possible unless otherwise stated in the order documentation. Special or seaworthy packaging is subject to extra charge. Delivery is ex works (EXW Melbourne, Incoterms 2000), packing included, non-insured, DST or any other tax or duty excluded unless otherwise noted. Special or seaworthy packaging is subject to extra charge.
6. Currency Fluctuation:
Items from overseas are in addition subject to alteration in price due to variation in currency rates between the Country of Origin’s currency and the AUD. The Exchange rate used will be the Commonwealth Bank ‘Outward Remittance’ rate at the date of our invoice to the Customer. The following formula will be applied: Quoted Exchange Rate x Quoted Price/Exchange rate at date of invoicing
7. GST, VAT, Sales Tax etc:
Prices quoted are subject to the addition of GST, VAT, Sales Tax and or any tax imposed by any Government authority upon the goods quoted or upon the production, sale, distribution, delivery or upon any feature thereof if applicable. All such taxes shall be payable by the Customer and may be added to the purchase price by us.
8. Items Ex Stock:
Items quoted ex stock are subject to prior sale by us unless it is otherwise stated in the quotation.
9. Payment Terms:
Except and to the extent otherwise stipulated, payment is due Strictly 14 days from date of invoice. Checks and money drafts are considered for payment only after clearing. Terms of Payment may be varied at the discretion of the Company and will be outlined on the quotation. Where credit terms have not been agreed upon, we will require a cheque with order.
In the event of non-compliance with our trading terms, we reserve the right to suspend deliveries and/or cancel contracts and/or apply a service fee at the rate of 2.5% per month on all outstanding monies from the due date and/or void warranty.
Whilst we will do our best to adhere to any promise of delivery time, we shall have no liability direct or indirect for delay in delivery. The delivery time for goods quoted is an estimate only and is based upon our knowledge of conditions prevailing at the time the quotation is made. The delivery time is subject to variation in accordance with the Factory’s manufacturing program and the availability of shipping space from the source of supply and also to any delay through Act of God, labour disputes, strikes, lockouts, fire, accident, non-delivery of parts by other manufacturers or any other causes or contingencies beyond our control and/or the control of the Factory. We do not accept orders under penalty for late delivery. Part shipments are allowed and every delivery will be deemed to be sold under a separate contract and will be subject to these Terms & Conditions of Quotation, Sale & Repair.
12.Risk And Dispatch:
Unless otherwise specified by us the point of delivery of the goods shall be at our premises. Goods delivered elsewhere shall be at the Customer’s risk from dispatch to such premises and the Customer will indemnify us against any claim or liability damage or injury to or by the goods after dispatch and shall specify in writing on his official order if insurance is to be taken out on his behalf and at his cost. This provision will apply notwithstanding the fact that we have agreed to install the goods at the premises nominated by the Customer.
Call-off Orders are subject to the Customer's obligation to accept full delivery within one year after the date of our order confirmation. Cost of special stock keeping has to be borne by the Customer.
Invoicing of deliveries is performed according to actual delivery quantity and at the unit prices as stipulated in the order acknowledgement.
We accept returned material only if a Return Material Authorization was obtained from us and may not be accepted after 7 days from the date of our invoice. Freight costs on material being forwarded to us will be borne by the Customer. Material received without any prior authorization will be returned at the Customer's expense. A fee for administrative cost and product inspection will be levied on the customer. Where material was originally supplied in a special carton, any return shall be made in that original carton and the goods shall be in their original and unmarked condition, complete with any instruction sheets supplied. We accept no returns for any “Materials” specifically manufactured for the Customer. The following goods cannot be returned for credit under any conditions - any goods specially made, including items cut to length, or made, or purchased to a firm and irrevocable order, or altered or damaged by the Purchaser or especially indented and which are not normal stock lines.
16.Warranties and Guarantees:
Any other claims excluded and upon written request of the Customer, we undertake at our discretion to repair, replace or credited as quickly as possible any parts of the goods which, before the expiry of the guarantee period of maximum 12 months from dispatch, are proved to be defective due to bad material, faulty design or poor workmanship. Replaced parts shall become our property. The Customer shall bear the costs of remedying (i.e. remove, transport, and reinstall) the defective parts. Excluded from our guarantee and liability are all deficiencies of the goods delivered by us, which cannot be proved to have their origin in bad material, faulty design or poor workmanship, those resulting from normal wear (e.g. current consumption, recuperation, weather condition, air pollution, not allowed electromagnetic effects), improper maintenance, failure to observe the operating instructions, excessive loading, testing, use of any unsuitable material, influence of chemical or electrolytic action, or the negligence or malpractice of the Customer or his servants, or resulting from other reasons beyond the supplier's control. All claims on the part of the Customer, irrespective on what ground they are based, which are not allowed under these general conditions, in particular any claim not expressly mentioned, such as for damages, reduction of price or withdrawal from the contract are excluded. In no case whatsoever shall the Customer be entitled to claim damages, in particular but not be limited, to loss of production, loss of use, loss of orders, loss of profit and other direct or indirect or consequential damage. This exclusion of liability, however, does not apply to unlawful intent or gross negligence on our part, but does apply to unlawful intent or gross negligence of persons employed or appointed by us to perform any of his obligations. The customer is responsible to arrange for and pay for the return shipment to us or to our local representative. Should the Customer require our engineer to inspect the equipment instead of returning same to us, the Customer is to pay the cost of our engineer’s time and expenses. Warranty is likewise extended to repairs carried out by us but is limited to three months and is applicable to the repair work done and not to any subsequent failure of unrelated parts and or software.
The Customer shall inspect the goods immediately on the arrival thereof and shall within 7 days from such inspection give notice in writing to us of any matter or thing by reason whereof he may allege that the goods are not in accordance with the contract. If the Customer shall fail to give such notice the goods shall be deemed to be in all respects in accordance with the contract and the Customer shall be bound to accept and pay for the same accordingly.
18.Cancellation of Orders:
If the Customer, after confirmation of the orders, wishes to cancel the orders or any part of the orders, the Customer shall give written notice to us and such notice must be given within 7 days from the confirmation orders. However, such notice given by the Customer is only effective provided the goods ordered have not been delivered to the Customer or delivered from the Factory to us. After receipt of the written notice for cancellation of the orders, the Customer shall pay a cancellation fee of A$200.00 or 10% of the order amount whichever is higher as liquidated damages to us. The Customer shall not be allowed to cancel the orders or any part of the orders after the elapsing of 7 days from the confirmation order. The 7 days shall include Saturday, Sundays and all public holidays. Filing a petition of bankruptcy or commencement of any legal action for insolvency, or creditor’s petition for winding-up of the Customer’s company shall be deemed a cancellation by the Customer.
19.Ownership of Goods:
Ownership of the goods sold shall, notwithstanding delivery, or attachment of these to other property, remain with us until we have received full payment for them.
20.Pledge or lien:
In addition to any lien to which we may be entitled be statute or common law we shall, in the event of the Customer’s insolvency, bankruptcy or winding up, be thereupon entitled to a general lien on all property whatsoever owned by the Customer but in our possession at the time, such lien to cover the unpaid price of any goods (including the goods) sold by us to the Customer. The customer shall have no pledge or lien on the property of the “Principal”.
Failure by us to insist upon strict performance by the Customer of any terms or conditions contained herein shall not be taken to be a waiver thereof or of any rights of us in relation thereof and in any event shall not be taken to be a waiver of the same terms and conditions on any subsequent occasion.
Any contract between the Parties shall be construed in accordance with the Laws of the State of Victoria.
Unless otherwise agreed upon, brochures and catalogues are not binding. Data provided for in documentation are only binding in so far as having been expressly stipulated as such. We reserve the right to modify any specification without notice.
24.Installations and Commissioning:
All equipment shall be installed and commissioned by and at the expense of the Customer unless agreed to in writing or otherwise stated in our quotation. In the case of equipment which we undertake to install, it is the Customer’s responsibility to provide all service utilities required, e.g. electric power outlets, water outlets, drains, compressed air lines, etc. If special handling equipment is required such as heavy lift gear for movement of equipment at the installation site the cost of hiring or using such equipment and any associated charges will be additional for the Customer’s account. Installation will be made at the time of delivery or as soon as practicable thereafter and the special handling equipment will be at the Customer’s risk. Unless otherwise agreed our responsibility to install such equipment may cease if the installation is deferred by the Customer for an infinite period.
Information and drawings, which were delivered additionally to the sales documentation, may not be transmitted to any third party. The customer may not transmit or make use of any information of the design and the functionality in any form whatsoever. In the event of infringement of this clause we retain the right for claiming damages.