Argus Australia - Terms and Conditions

Terms and Conditions

1. Interpretation In these conditions: (a) ‘Seller’ means Argus Australia Pty Ltd Unit 4B, Paisley Avenue, Lawnton in the State of Queensland which is the Seller of Goods. (b) ‘Buyer’ means the purchaser of the Goods specified overleaf. (c) ‘Goods’ means the products and, if any, services specified overleaf. (d) Nothing in these conditions shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Trade Practices Act 1974) and which by law cannot be excluded, restricted or modified.
2. General These conditions (which shall only be waived in writing signed by the Seller) shall prevail over all conditions of the Buyer’s order to the extent of any inconsistency.
3. Terms of Sale The Goods and all other products sold by Seller are sold on these terms and conditions.
4. Seller’s Quotations Unless previously withdrawn, Seller’s quotations are open for acceptance within the period stated in them or, when no period is so stated, within thirty (30) days only after its date. The Seller reserves the right to refuse any order based on this quotation within seven (7) days after the receipt of the order.
5. Packing The cost of any special packing and packing materials used in relation to the Goods are at the Buyer’s expense notwithstanding that such cost may have been omitted from any quotation.
6. Shortage The Buyer waives any claim for shortage of any Goods delivered if a claim in respect for short delivery has not been lodged with the Seller within seven (7) days from the date of receipt of Goods by the Buyer.
7. Drawings, Etc (a) All specifications, drawings and particulars of weights and dimensions submitted to the Seller are approximate only and deviation from any of these does not vitiate any contact with the Seller or form grounds for any claim against the Seller. (b) The descriptions, illustrations and performances contained in catalogues, price lists and other advertising matter do not form part of the contract of sale of the Goods or of the description applied to the Goods.
8. Delivery (a) The delivery times made known to the Buyer are estimates only and the Seller is not liable for late delivery or non-delivery. (b) The Seller is not liable for any loss, damage or delay occasioned to the Buyer or its customers arising from late or non-delivery or late installation of Goods. (c) The Seller may at its option deliver the Goods to the Buyer in any number of instalments unless there is an endorsement overleaf to the effect that the Buyer will not take delivery by instalments. (d) If the Seller delivers any of the Goods by instalments, and any one of those instalments is defective for any reason: (i) It is not a repudiation of the contract of sale formed by these conditions; and (ii) The defective instalment is a severable breach that gives rise only to a claim for compensation.
9. Loss or Damage in Transit (a) The Seller is not responsible to the Buyer or any person claiming through the Buyer for any loss or damage to Goods in transit caused by any event of any kind by any person (whether or not the Seller is legally responsible for the person who caused or contributed to that loss or damage). (b) The Seller must provide the Buyer with such assistance as may be necessary to press claims on carriers so long as the Buyer: (i) Has notified the Seller and the carriers in writing immediately after loss or damage is discovered on receipt of Goods; and (ii) Lodges a claim for compensation on the carrier within three (3) days of the date of receipt of the Goods.
10. Guarantee (1) The Seller’s liability for Goods manufactured by it is limited to making good any defects by repairing the defects or at the Seller’s option by replacement, within: (a) Period not exceeding twelve (12) calendar months after the Goods have been dispatched so long as: (b) Defects have arisen solely from faulty materials or workmanship; (c) The Goods have not received maltreatment, inattention or interference; (d) Accessories of any kind used by the Buyer are manufactured by or approved by the Seller; (e) The seals of any kind on the Goods remain unbroken; and (f) The defective parts are promptly returned free of cost to the Seller. (2) If the Goods are not manufactured by the Seller the guarantee of the manufacturer of those Goods is accepted by the Buyer and is the only guarantee given to the Buyer in respect of the Goods. The Seller agrees to assign to the Buyer on request made by the Buyer the benefit of any warranty or entitlement to the Goods that the manufacturer has granted to the Seller under any contract or by implication or operation of law to the extent that the benefit of any warranty or entitlement is assignable. (3) The Seller is not liable for and the Buyer releases the Seller form any claims in respect of faulty or defective design of any Goods supplied unless such design has been wholly prepared by the Seller and the responsibility for any claim has been specifically accepted by the Seller in writing. In any event the Seller’s liability under this paragraph is limited strictly to the replacement of defective parts in accordance with para 11 (1) of these conditions. (4) Except as provided in these conditions, all expenses and implied warranties, guarantees and conditions under statue or general law as to merchantability, description, quality, suitability or fitness of the Goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded. The Seller is not liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, layout, assembly, installation or operation of the Goods or arising out of the Seller’s negligence or in any way whatsoever.
11. The Seller’s liability for a breach of a condition or warranty implied by Div 2 of Pt V of the Trade Practices Act 1974 (other than s 69) is limited to: (1) In the case of Goods, any one or more of the following: (a) The replacement of the Goods or the supply of equivalent Goods; (b) The repair of Goods; (c) The payment of the cost of replacing the Goods or of acquiring equivalent Goods; and (d) The payment of the cost of having the Goods repaired; or (2) In the case of services: (a) The supplying of the services again; or (b) The payment of the cost of having the services supplied again.
12. The Seller’s liability under s 74H of the Trade Practices Act 1974 is expressly limited to a liability to pay to the purchaser an amount equal to: (1) The cost of replacing the Goods; (2) The cost of obtaining equivalent Goods; or (3) The cost of having the Goods repaired, whichever is the lowest amount.
13. Prices (a) Unless otherwise stated all prices quoted by vendor are net, exclusive of Goods and Services Tax (GST). (b) Prices quoted are those ruling at the date of issue of quotation and are based on rates of freight, insurance, custom duties, exchange, shipping expenses, sorting and stacking charges, cartage, rate of wates, cost of materials and other charges affecting the cost of production ruling on the date is made. (c) If the Seller makes any alterations to the price of the Goods or to any of their inputs either before acceptance of or during the currency of the contract, these alterations are for the Buyer’s account.
14. Payment The purchase price in relation to Goods is payable net and payment of the price of the Goods must be made within seven (7) days from the date of the invoice unless other terms of payment are agreed upon with the seller.
15. Rights in Relation to Goods The Seller reserves the following rights in relation to the Goods until all accounts owed by the Buyer to the Seller are fully paid: (1) Ownership of the Goods; (2) To enter the Buyer’s premises (or any associated company or agent where the Goods are located) without liability for trespass or any resulting damage and retake possession of the Goods; and (3) To keep or resell any Goods repossessed pursuant to (2) above. If the Goods are resold, or products manufactured using he Goods are sold, by the Buyer, the Buyer shall hold such part of the proceeds of any such sale as represents the invoice price of the Goods sold or used in the manufacture of the Goods sold in a separate identifiable account as the beneficial property of the Seller and shall pay such amount to the Seller upon request. Notwithstanding the provisions above the Seller shall be entitled to maintain an action against the Buyer for the purchase price and the risk of the Goods shall pass to the Buyer upon delivery.
16. Returned Goods (a) The Seller is not be under any duty to accept Goods returned by the Buyer and will do so only on terms to be agreed in writing in each individual case. (b) If the Seller agrees to accept returned Goods from the Buyer under para (a) of this clause, the Buyer must return the Goods to the Seller at the Seller’s place of business referred to at the head of these conditions.
17. Goods Sold All Goods to be supplied by the Seller to the Buyer are as described on the purchase order agreed by the Seller and the Buyer and the description on such purchase order modified as os agreed prevails over all other descriptions including any specification or enquiry of the Buyer.
18. Cancellation No order may be cancelled except with consent in writing and on terms which will indemnify the Seller against all losses.
19. Place of Contract (a) The contract for sale for the Goods is made in the state or territory of Australia from which this document is issued. (b) The parties submit al disputes arising between them to the courts of such State or Territory and any court competent to hear appeals from those courts of first instance.

CLAUSES RELATING TO PAYMENT Payment of the Invoice
20. The Seller must invoice the Buyer for the Goods delivered or within one (1) month of the date of ordering.
21. The Buyer must pay each invoice issued within seven (7) days of the date settled of the invoice.
22. The Buyer must pay the amount of the invoice to the Seller unless a lawful direction to pay some third party is received by or on behalf of the Buyer.
23. Payment Upon Acceptance Within 7 days of delivery of Goods the Buyer must conduct a through examination of the Goods and: (1) If the Buyer is of the reasonable opinion that such Goods do not comply with the description, conditions and warranties of this agreement, the Buyer may reject the Goods by written notice to the Seller; or (2) Must pay the price to the Seller.
24. Dishonour of Cheque If any cheque issued by the Buyer or by any third party in payment for Goods is dishonoured: (a) The Seller may refuse to supply any further Goods (whether or not the Seller is to make any further deliveries of he Goods), until satisfactory payment is received in full; and (b) The Seller is entitled to treat the dishonour of the Buyer’s cheque as a repudiation of this agreement or affirming this agreement, and in each case, claiming an recovering compensation for loss or damage suffered from the Buyer.
25. Payment of Other Expenses The Buyer must pay all and any import duties, levies or imports or any Goods and services tax (GST), sales, transaction, use, excise, gross receipts, value added, property or other taxes or duties of any kind whatsoever assessed upon or relating to in any way to the Goods ordered by the Buyer irrespective of: (a) The person, nation, state or authority requiring payment of these taxes or duties; or (b) The person who is primarily liable to pay such taxes under the law of the place where tax or duty is payable; or (c) Any eligibility of the Buyer for any refund or drawback for such taxes or duties.
26. Interest on Overdue Payments If the Seller is not paid for any Goods on the due date specified in the agreement, without prejudice to any other right or remedy: (a) All outstanding money carries interest in daily balances until paid at a rate of interest per annum equal to 5.0% p.a in excess of the interest rate charged by the Commonwealth Bank of Australia on overdraft accounts for sums up to $50,000.00 Australia dollars; and (b) The Seller may recover the price of the Goods together with all interest forthwith from the Buyer as a liquidated debt in a Court of Tribunal of competent jurisdiction irrespective of any claim that the Buyer may have against the Seller for any thing or matter related to the Goods delivered under this contract.
27. Limited Manufacturer’s Warranty During the period of ninety (90) days from the date of the delivery of the products from the Seller, or any authorised distributor, to the Buyer, the Seller will replace or repair any defective products without charge so long as the damage does not arise from: (1) Improper adjustment, calibration or operation by the Buyer; (2) The use if accessories including consumables, hardware or software which were not manufactured by or approved in writing by the Seller; (3) Any contamination or leakages caused or induced by the Buyer; (4) Any modifications of the product which was not authorised in writing by the Seller; (5) Any misuse of the product by the Buyer or anyone for whom the Buyer has legal responsibility (including a minor); (6) Any use or operation of the product outside of the physical, electrical or environmental specifications of the products; (7) Inadequate or incorrect site preparation; and (8) Inadequate or improper maintenance of the product. All transportation charges incurred in returning defective products, or any of its component parts, for repair, together with the cost of returning them to the Buyer must be paid by the Buyer. This warranty does not extend to cover any damage to [description of sensitive part] parts, nor to corrosion due to any cause not to any damage to painted or anodised surfaces. The [name of sensitive component, if any] included in the product carries a twelve (12) month limited warranty from {name of part manufacturer] and subject to cl 6 that the warranty is the only warranty given to the Buyer in respect of the at part of the product. If the products sold in Australia are not installed by or on behalf of the Buyer with [period] days of delivery, the warranty period expressed above begins to rum from the [period plus one day] day from the date of delivery. If the products sold outside Australia are not installed within [period] days of the date of shipment of such products from Australia, the warranty expressed above runs from the [period plus one day] day from the date of delivery.
28. Acknowledgment of Defects The Buyer acknowledges that: (a) Upon inspection of the products prior to entering into this agreement to following defects were specifically drawn to the Buyer’s attention [description of specific defects]; and (b) If the products are bought by the Buyer for re-supply, it is a condition of sale of products to the Buyer by the Seller that the Buyer must specifically draw each such defect to the attention of any subsequent Buyer of the products that may be a consumer within the meaning of those words in the Trade Practices Act 1974.

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