Terms & Conditions
APPLICATION AND ENTIRE AGREEMENT
- These Terms and Conditions will apply to the purchase of the goods detailed in our quotation and/or invoice (Goods) by the buyer (you) from the seller (we).
- These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
- These Terms and Conditions and the quotation and/or invoice (together, the Contract) apply to the purchase and sale of any Goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
- A “business day” means any day other than a Saturday, Sunday or a national holiday.
- The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
- Words imparting the singular number include the plural and vice-versa.
- The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation and/or invoice. Descriptions of the Goods set out in our sales documentation are intended as a guide only.
- We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
- The price (Price) of the Goods is set out in our quotation and/or invoice current at the date of your order or such other price as we may agree.
- You may be entitled to discounts. Any and all discounts will be at our discretion.
- The Price includes fees for packaging and transportation / delivery.
- The Price is exclusive of any applicable taxes or levies which are imposed or charged by any competent authority.
CANCELLATION AND ALTERATION
- Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
- The price on the quotation and/or invoice are valid until the date shown in the quotation and/or invoice, unless expressly withdrawn by us at an earlier time.
- We have no return policy on Goods after an order has been placed. You cannot cancel the order for any reason after a purchase has been made.
- We will invoice you for the Price on or at any time before delivery of the Goods
- You must pay the Price within the date stated on our invoice or otherwise according to any credit terms agreed between us.
- You must make payment even if delivery has not taken place yet and / or that the title in the Goods has not passed to you.
- If you do not pay within the period set out above, we will suspend any further deliveries to you and we may increase the price.
- Time for payment will be of the essence of the Contract between us and you.
- All payments must be made in United States Dollar unless otherwise agreed in writing between us.
- You must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
- We will arrange for the delivery of the Goods to the address specified in the quotation and/or invoice, or to another location we agree in writing.
- Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at any time between 8 am to 8 pm.
- If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
- a) make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
- b) after 30 business days, resell or otherwise dispose of part or all of the Goods.
- If redelivery is not possible as set out above, we can charge you for all associated costs including, but not limited to, storage.
- Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
INSPECTION AND ACCEPTANCE OF GOODS
- You must inspect the Goods on delivery or collection.
- If you identify any damages or shortages, you must inform us in writing within 1 day of delivery, providing details.
- Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
- Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
- We will be under no liability or further obligation in relation to the Goods if:
- a) if you fail to provide notice as set above; and/or
- b) you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
- c) the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and/or
- d) the defect arises from normal wear and tear of the Goods; and/or
- e) the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
- You bear the risk and cost of returning the Goods.
- Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 4 days after delivery.
RISK AND TITLE
- The risk in the Goods will pass to you on completion of delivery.
- Title to the Goods will not pass to you until we have received payment in full for the Goods in respect of which payment has become due.
- We can terminate the sale of Goods under the Contract where you commit a material breach of your obligations under these Terms and Conditions.
LIMITATION OF LIABILITY
- Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
- Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
- We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
- a) any indirect, special or consequential loss, damage, costs, or expenses; and/or
- b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
- c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
- d) any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
- e) any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
- All notices under these Terms and Conditions must be accepted if an order has been placed.
- Notices will be deemed to have been duly given:
- a) when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
- b) when sent by email;
- All notices under these Terms and Conditions must be addressed to the most recent address, email address notified to the other party.
CIRCUMSTANCES BEYOND THE CONTROL OF EITHER PARTY
- Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
- No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
- If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).