These Terms and Conditions apply to the supply of all Goods by us to you from the date that you accept these Terms and Conditions.
You accept these Terms and Conditions when you submit an Order, accept delivery of, or any part of, the Goods pursuant to an Order or you make Payment, or partial Payment, for any Goods supplied by us.
Prices set forth herein unless specifically agreed otherwise in writing between Seller and Buyer. Prices are based, on production costs for supplies, labour, deliveries, duties and services current on the order date. In the event of material increase in any such costs, Seller reserves the right either to adjust the prices for Goods accordingly, or to cancel a certain part of the sales relating to undelivered Goods.
Payment of 50% of the Order amount (unless otherwise agreed in writing) shall be made within 30 days of an Order accepted by us. Unless otherwise agreed in writing, we will issue you an Invoice upon delivery of the Goods specified in your Order accepted by us. All remaining Payments shall be made in full within 30 days from the date of the Invoice.
We reserve the right to revoke at any time any credit extended to you because of your failure to make any Payment when due or for any other reason. We may recover from you any costs we incur in the collection of Payment of any Invoice/Order. You may not set off against any Payment any claims which you may have against us.
- DEFAULT INTEREST
Payments received after the due date hereof shall bear a service charge from the maturity date of said invoice at the maximum lawful interest rate applicable and is payable on demand.
- SUSPENSION AND CANCELLATION
Orders manufactured in whole or in part, to the specifications of Buyer, may not be cancelled, except with the Seller’s written consent and on terms which will indemnify Seller against all losses plus a reasonable profit to the date of cancellation. Orders may be suspended if you fail to pay any amount for the Goods on the due date
- DELIVERY AND RISK
We, by our nominated carrier or otherwise, will deliver the Goods to the place nominated by you or as otherwise agreed. Delivery shall take place upon delivery of the Goods to you, your agent or nominee or to a carrier commissioned on your behalf as applicable at the place specified by you or as otherwise agreed. We may charge you the cost of delivering the Goods to you.
We will use reasonable efforts to deliver the Goods to you by the date and to the place specified by you. We shall not be liable for late delivery or delay in delivery. The risk in the Goods shall pass to you upon placement of the Goods onto our nominated form of transport for delivery to you.
- DEFECTS AND RETURN OF GOODS
You may only return the Goods if they do not materially comply with the Order.
If you wish to return any Goods delivered to you, you must give to us notice within 7 days of receiving good with the original Invoice details.
If we accept the return of Goods from you, we will at our option either
replace the returned Goods or give a credit or a refund for such Goods.
Costs relating to the return of Goods under this clause 8 are payable:
If the defect is due to us, by us and is to be transported you shall bear any expense of transportation of Goods returned to us.
You may not withhold any payment due to us in respect of any other Goods pending the resolution of a claim for a defect.
We will not accept notifications under clause 8.3 in the event of your non-payment of an account
The warranty against defects is provided by: Shine Precision Industries Pty Limited., 47 Enterprise St, Cleveland. QLD. 4163 Australia +61 7 3488 2006.
We warrant that the Goods are supplied free from defects in workmanship except such defects as normally being regarded as being commercially acceptable.
We will during the Warranty period, repair or replace at our option, any component or part of the Goods which our examination shows to be defective.
Our obligations under this Warranty are limited to repairing or furnishing a replacement part to replace any part which has proven to have been defective.
No warranty is given and we will not be liable for:
- a) alterations to Goods for which we are not responsible;
- b) damage or failure caused by unusual or non-recommended use or application of the Goods loss caused by any factors beyond our control; and
We will not be liable for any special, indirect, consequential or economic loss or damage or loss of profits (in contract or tort or arising from any other cause of action)
suffered by you or any other person resulting from any act or omission by us (including
breach, termination or non-observance of the terms of an Order or agreement which incorporates these Terms and Conditions).
Our total liability for breach of these Terms and Conditions or breach of our contractual obligations or duties at law or in equity (however arising) is limited at our option to replace Goods or the supply of equivalent Goods, repair or rectification of the Goods, payment of the cost of replacing the Goods; or the payment of the cost of the repair or rectification of the Goods; and
If we obtain goods or services from a third party in order to carry out your instructions or complete an Order:
we will not be liable for any breach of these Terms and Conditions if that breach is as a result or is connected with the supply by a third party of such goods or services;
- RETENTION OF TITLE
- a) Title shall pass to the Buyer only upon full payment by Buyer for the Goods and/or of any payable debt by Buyer to Seller. Buyer shall, at Seller’s request, take any measures necessary under applicable law to protect Seller’s title in the Goods, and lawfully notify the Buyer’s present or potential creditors of Seller’s title and interest to the Goods.
(c) Buyer acknowledges that so long as title has not been transferred in the Goods, it holds the Goods as Bailee and fiduciary agent for the Seller and shall safely and securely store and keep the Goods separate and in good condition, clearly showing the Seller’s ownership of the Goods and shall respectively record the Seller’s ownership of the Goods in its books.
(d) Notwithstanding the above, Buyer may sell the Goods as fiduciary agent for the Supplier to a third party in the normal course of business by way of bona tide sale at market value, whereby the proceeds of such sale to the extent of the amount owing by Buyer to Seller at the time of receipt of such proceeds be held by Buyer on trust for Seller, in a separate account and not be mixed with any other monies until payment in full for all payable debts by Buyer to Seller.
(e) In the event that Buyer uses the Goods in some manufacturing or construction process of its own or some third party, then Buyer shall hold such part of the proceeds of such manufacturing or construction process, as relates to the Goods, on trust for the Supplier, whereby such proceeds shall be deemed equal to the amount owed by Buyer to Seller on receipt
of such proceeds, and must be kept in a separate account and not be mixed with any other monies.
- FORCE MAJEURE
If the Seller shall be prevented from producing or effecting deliveries of the Goods or any of them by reason of any of the following causes, namely, act of god, insurrection, riot, war hostilities, terror attacks, warlike operations, piracy, arrests, restraints or detainments by any competent authority, strikes or combinations or lock-out of workmen, fire, floods, droughts, earthquakes, permanent or temporary delay or inability to obtain labour, material or services through Seller’s usual and regular sources, or any other circumstances (whether of a nature similar to those specified, or not) beyond the control of the Seller, then, in each such case, the obligation of the Seller to effect deliveries hereunder shall be suspended until after such prevention shall cease to continue. Should any deliveries under this contract be suspended under this clause, the Buyer shall nevertheless accept delivery and pay for such Goods as the Seller shall be able to deliver in accordance with the period(s) of shipment named in this contract. Seller shall not be liable for, and be relieved from, any loss or damages of any kind resulting from the causes mentioned above.
Unless otherwise agreed, prices with respect to any taxable supply are exclusive of GST.
You must pay to us all GST in addition to any other amounts payable by you to us, which will be payable by you when required to pay for the Goods.
We will issue a tax invoice for any taxable supply to you, which will enable you, if permitted by the GST Law, to claim a credit for GST paid by you.
If GST is payable for a taxable supply by a third party, we will request that party to provide you with a tax invoice.
Prices for imported goods are to be converted into Australian dollars based on the Reserve Bank Exchange Rate on the date that such goods are ordered.
- DISPUTE RESOLUTION
Any dispute arising out of or in the connection with this Contract shall be settled by arbitration. Should the parties fail to agree on the identity of the nominated arbitrator within 15 days following demand by either of the parties, the Chairman of the local Bar Association shall appoint same within 21 days following an application by either of the parties to that end. This provision shall survive any termination or cancellation of any of the terms and conditions herein, and shall be regarded as a separate and independent arbitration agreement between Buyer and Seller for all purposes and intents in connection with the subject matter specified on the face of this invoice.
- EXCLUSION OF LIABILITY
Any warranty or condition as to suitability or result implied by law (stature or otherwise) is expressly negatived and excluded for any claims regarding products manufactured but not designed by Shine Precision Industries Pty. Ltd. even if we have been advised of the possibility of damages or losses arising from defective products. This limitation of liability applies whether the alleged liability is based on contract, tort (incl. negligence) strict liability or any other basis. The customer indemnifies and agrees to hold harmless the Manufacturer against all claims and liability of every kind arising from loss or damage allegedly caused by the unsuitability or unfitness of the goods for a particular purpose or their failure to produce a particular result.