TERMS AND CONDITIONS OF SALE
1. APPOINTMENT
Subject to the terms and conditions hereinafter appearing InnovAg Pty. Ltd. (The Company) agrees to supply goods and services manufactured or supplied by the Company.
Any order received by the Company is deemed to be an order incorporating these Terms and Conditions and no variation or cancellation of any of these Terms and Conditions shall be binding on the Company unless agreed to by the Company in writing.
2. PRICES
All prices shall be as quoted by the Company. Verbal quotations are subject to written confirmation which will be provided upon request.
Unless otherwise indicated prices include standard cases or packing.
3. CANCELLATION OR VARIATION
At the Company’s option, a contract may be terminated in the event of insolvency of the purchaser or the purchaser being placed in liquidation whether voluntarily or otherwise.
A purchaser may only vary an order if such variation is accepted by the Company in writing and any variation or cancellation may only occur on terms which will provide for the Company to be indemnified by the purchaser against loss or damages.
4. DELIVERY
Unless otherwise stated in writing the price quoted is ex the Company’s store. Where delivery is requested beyond this point the Company may at its discretion agree to act as agent for the purchaser in this matter and all costs for freight and insurance will be borne by the purchaser.
5. TERMS OF PAYMENT
Payment in advance unless otherwise expressly agreed to in writing. The Company reserves the right to deliver any item or items comprising the whole or part of any order. Failure of the Company to deliver any part of an order shall not entitle the purchaser to repudiate the contract.
6. CLAIMS
The following conditions relating to the return of goods for credit apply to all goods returned for this purpose.
(i) Goods returned must be accompanied by a delivery docket stating original invoice number, date of purchase and reason for return.
(ii) Non-standard equipment made to special order cannot be credited under any circumstances.
(iii) Inward freight, packing and delivery charges are the responsibility of the purchaser.
(iv) Goods will only be accepted for credit to the extent of those wrongly or over supplied.
(v) All returns must be in good order and condition, unused and in original packaging.
No claims by the purchaser need be recognized unless made in writing within fourteen days of delivery of the goods to the purchaser. No claim for damage or resultant expense direct or indirect in respect of any goods shall in any case exceed the invoice price of the goods in respect of any damages or expense. All damage or expense over and above such invoice price shall be the responsibility of the purchaser.
7. CONDITIONS AND WARRANTIES
All conditions and warranties expressed or implied by statute, the common law equity trade custom or usage or otherwise howsoever are hereby expressly excluded to the maximum extent permitted by law. Where so permitted the liability of the Company for a breach of a condition or warranty that cannot be excluded is limited (at the Company’s option) to the replacement or repair of the goods or the supply of equivalent goods or the cost of replacing or repairing the goods or of acquiring equivalent goods. The Company shall not be liable in any way whatsoever for indirect or consequential loss or damage whatsoever (whether based on tort or contract or otherwise).
All goods manufactured by the Company will be guaranteed against faulty materials or workmanship for a period (The Warranty Period) from the date of purchase by the end user. Proof of purchase date may be required by the Company. The cost of sending the product to the Company shall be met by the end user. This guarantee does not apply:
(i) To any defect or failure due to accident, misuse, abuse, negligence, non-obervance of operation instructions as set out in the instruction manual, or local regulations on the part of any user. Improper installation or connection to inadequate or faulty power;
(ii) If the product has been serviced by a person not authorised by the Company to do so or with non-approved parts.
(iii) lf any serial number or appliance plate is removed or defaced.
(iv) lf the product is repossessed under any financing arrangement.
Subject to the purchasers statutory rights referred to previously in this clause, the Company reserves the right to charge for any service not covered by the guarantee.
8. TITLE AND RISK
Risk in the goods purchased shall unless otherwise agreed to in writing pass to the purchaser upon delivery of the goods to the purchaser his agent or a carrier commissioned by the purchaser.
Title in each unit of the goods purchased shall pass to the purchaser upon payment in full of the invoice or contract price.
9. PATENTS
To the best of the Company’s knowledge, goods sold to the purchaser will not infringe any patent, trade mark, registered design or copyright of any third party, but the Company shall in no circumstances be liable to the purchaser in respect of any such infringement constituted by the sale or use of the goods.
10. PERFORMANCE AND REPRESENTATION
Any figures or estimates given for performance of goods are based upon the Company’s experience and are such as the Company would expect to obtain on test. However the Company will only accept liability for failure to obtain the figures or estimates given when such figures or estimates are guaranteed in writing within specified margins.
The purchaser acknowledges that neither the Company nor any person purporting to act on its behalf has made any representation or given any promise or undertaking which is not expressly set out in the contract whether as to the fitness of the goods for any particular purpose or any other matter.
11. LAW
This Agreement shall be governed by and construed in accordance with laws for the time being in force in the State of Victoria, Australia and the parties agree to submit to the jurisdiction of the Courts and tribunals of that State.
12. WAIVER
No forbearance, delay or indulgence by a party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party, nor shall any waiver of those rights operate as a waiver of any subsequent breach.
13. FORCE MAJEURE
No failure or omission to carry out or observe any of the conditions of this Agreement shall give rise to any claim by one of the parties hereto against the others or result in a breach of this Agreement if such failure or omission arises by reason of delay or inability to perform caused by war, whether declared or not, any insurrections, strikes, inability to obtain materials, fire, storm or other severe action of the elements, accidents, government restrictions or from any other causes whether like or unlike the foregoing which are unavoidable or beyond the reasonable control of any of the parties or all of them.
14. SEVERABILITY
Should any part of this Agreement be or become invalid, that part shall be severed from this Agreement. Such invalidity shall not affect the validity of the remaining provisions of the Agreement.