entire agreement
If you require a complete delivery of your orders, please enter an X in the Complete Delivery field on the shipping screen of the customer master record. The indicator is copied into the order header, which you can also use for the purpose.
controlling terms
Buyer expressly agrees that Seller’s Invoice and these Terms and Conditions of Sale represent the complete agreement of the parties with respect to the sale of the product(s) listed on the Invoice and no different or additional terms or conditions in Buyer’s purchase order or in any other prior or subsequent communications in any way adding to, modifying or otherwise changing these Terms and Conditions of Sale shall be binding upon Seller.
acceptance of orders
Seller may accept buyer’s offer to purchase and shall be bound to supply the applicable Goods in accordance with these terms and conditions either by execution of the acknowledgment copy of the order, or acceptable electronic transmission, delivery of the Goods to CAI or by any other statement, act or course of conduct which constitutes acceptance under applicable law.
prices
Unless otherwise indicated on the face of the invoice, all prices are quoted on a per item basis. Buyer is responsible for the GST imposed upon the sale or transfer of the Product. Buyer shall not have any right to set off any amounts due hereunder against any amounts which may become payable to Seller under any other agreement.
delivery
Unless otherwise agrees in writing signed by officer of Seller, all delivery dates are estimates Seller shall use its reasonable efforts to deliver all Product within the time specified; however, in no case shall Seller be liable for any expense, loss or damage whatsoever suffered by Buyer as a result of the Seller’s failure to deliver Product by the specified date.
transportation and risk of loss
The method and route of shipment are at Seller’s discretion unless Buyer timely supplies explicit instructions otherwise. Unless otherwise agreed in writing, if the Seller prepays freight, insurance, custom and import duties (if any), landing and delivery charges and all other charges in connection with shipment and delivery of goods, then any such charges shall be to the Buyer's expense. Title to the Product passes to Buyer when Product is delivered to the selected carrier, even if Seller made a nonconforming tender. Buyer attempts to revoke acceptance of the Product, or Buyer repudiates this document after the Products have been identified hereto.
force majeure
If the performance or observance of any obligations of the Seller is prevented, restricted or affected by reasons of a force majeure event including strike, lock out, industrial dispute, raw material shortage, breakdown of plant, transport of equipment or any other cause beyond the reasonable control of the Seller, the Seller may, in its absolute discretion give prompt notice of that cause to the Buyer. On deliver of that notice the Seller is excused from such performance or observance to the extent of the relevant prevention, restriction of affection.
cancellation or modification
Any order placed with and accepted by Seller may be canceled by Buyer only upon Seller’s approval in a writing signed by an officer of Seller and upon terms that indemnify Seller against any loss. Seller will not accept order cancellations once a product has been delivered to a carrier, without charging a restocking fee of ten percent (10%) of order value. Buyer must organise to return the Product to Seller as soon as possible. Seller will not accept cancellations of special orders of non-standard, non-price list products. Seller may cancel all or any part of this order and discontinue its performance hereunder without liability to Buyer in the event Buyer materially breaches this contract, becomes insolvent, is the subject to bankruptcy protection, or is the subject of a receivership, liquidation, dissolution or similar proceeding.
taxes
Buyer is responsible for any tax or governmental charge imposed upon the sale or transfer of any product. Any such tax or governmental charge will be added to the total invoice amount. All prices are FOB Seller’s facilities. Applicable freight costs will be added to the invoice.
warranty and disclaimer
Seller warrants that the purchased Product is free from defects in materials and workmanship at the time of delivery. If an analysis is stated on the face of the Invoice, it is not intended to be a complete analysis and is not to be regarded as a specification or warranty, unless specifically stated in writing to be such. Upon discover of any defect in the goods supplied by the Seller, the Buyer shall immediately notify the Seller in writing. The Buyer shall not carry out any remedial work to allegedly defective goods without first obtaining the written consent of the Seller to do so. The Buyer expressly acknowledges and agrees that it has not relied upon, any advice given by the Seller, its agents or employees in relation to the suitability of any purpose of goods or materials supplied by the Seller.
limitation of liability
Buyer acknowledges and agrees that seller’s liability for any claims with respect to the products shall not exceed the amount paid by buyer for the products under the invoice. Such limitations on seller’s liability hereunder shall apply even if seller’s liability is due in whole or in part to its own negligence. Any action by or on behalf of Buyer or its successors or assigns for breach of this document must be commenced within one (1) year after the cause of action as accrued.
return or exchange of goods
Upon delivery of Product, Buyer shall inspect the Product immediately and notify Seller, in writing, of any defective goods or other cause for rejection. Buyer agrees that five (5) day period provides Buyer a reasonable opportunity to inspect the Product. Such notification shall identify each and every reason for any rejection of Product. Buyer’s failure to notify Seller within such five (5) day period shall constitute a waiver of Buyer’s inspection right and an unqualified and irrevocable acceptance of the Product by Buyer. Acceptance of returned goods will only be approved after a thorough inspection has been performed by the Seller or the Manufacturer of the Product to ensure the goods returned is in a new and saleale condition. Approved return will incur a ten percent (10%) restocking fee of the goods order value. Seller has the right to reject the return from Buyer if the goods returned is deemed to be not in a new and saleable condition or damaged.
indemnity
Buyer shall defend, indemnify and hold harmless Seller and its affiliated or related companies from and against any and all claims, losses, liability, damages and expenses including, but not limited to, attorneys’ fees and cost of defense arising from, related to or in any way connected with or alleged to arise from or out of any asserted deficiencies or defects in Product caused by any alteration or modification thereof by Buyer with or without Seller’s consent, or improper handling or storage by Buyer, the breach of any term or condition stated herein, Buyer’s failure to label Product or Buyer’s improper labeling of Product regardless of whether the labeling was done with or without the advice of Seller, or any act or omission of Buyer including any Claims for or resulting from any injury to person (including death) or damage to property or for economic loss, several or comparative negligence, breach of agreement, breach of warranty or other breach of duty of or by Indemnitee or as a result of Indemnitee’s strict or other product liability. The foregoing indemnification shall not be construed to eliminate or in any way reduce any other indemnification or right which Indemnitee has by law.
payment
Payment for orders received online is prepaid by credit card, Paypal or money transfer. For approved account customers, the payment date is strictly net fourteen (14) days from the date of Invoice. Amounts not paid within fourteen (14) days are overdue and shall accrue interest at a rate of one and one-half percent (1-1/2%) per month or the highest allowed by law, whichever is less. Buyer shall reimburse Seller for any costs incurred in collecting past due sums or any other amounts owed by Buyer for any reason whatsoever, including, but not limited to, court costs and attorneys’ fees.
alteration of conditions
The Seller may, at any time from time to time, alter these terms and conditions.
governing law and arbitration
This document shall be interpreted and governed by the law of the State of New South Wales and the Seller and the Buyer submit to the non-exclusive jurisdiction of the Courts of New South Wales.
