Terms & Conditions
RADCOFLEX AUSTRALIA PTY LIMITED
TERMS AND CONDITIONS OF SALE
Goods include all present and after acquired Goods supplied to the Purchaser by Radcoflex.
PPSA means Personal Property Securities Act 2009(Cth).
Purchaser refers to the person to whom Radcoflex has agreed to supply the Goods.
RADCOFLEX, we, us or our means RADCOFLEX Australia Pty Limited ABN 70 004 376 989
Terms means these terms and conditions of sale between RADCOFLEX and the Purchaserwhich apply whenever RADCOFLEX supplies Goods to the Purchaser.
These Terms shall prevail over conditions attached to the Purchaser’s order in the event of any difference between them. These Terms may only be amended by written agreement executed by an authorised responsible officer of RADCOFLEX.
- Intellectual Property
RADCOFLEX® is a registered trademark of RADCOFLEX.
All RADCOFLEX written catalogues, datasheets, drawings, sketches and other technical and advertising materials are the property of RADCOFLEX, and are subject to copyright©.
- Quotation Validity
Unless previously withdrawn, a quotation is open for acceptance within the period stated therein or, when no period is so stated within 30 days only after its date.We reserve the right to refuse any order based on this quotation within seven(7) days after receipt of such an order.
- Drawings, etc
i) All specifications, drawings ,and particulars of weights and dimensions submitted with a quotation are approximate only and any deviation shall not be taken to vitiate the contract, or form grounds for any claim against us.The descriptions, illustrations and performances contained in catalogues datasheets, pricelists and other advertising matter are intended merely to present a general idea of the Goods described therein, and none of these shall form part of these Terms.
ii) All drawings and sketches prepared by RADCOFLEX are the property of RADCOFLEX.They contain RADCOFLEX confidential and proprietary information, and may not be used, duplicated or disclosed in whole or in part except with the express written permission executed by an authorised responsible officer of RADCOFLEX. All drawings are subject to copyright.
iii) Where specifications, drawings or other particulars are supplied by you, our quotation is made on estimates by us of quantities required.Should there be any adjustments in quantities above or below the quantities estimated by us and set out in the quotation, then any such increase or decrease shall be adjusted on a unit rate basis according to unit prices set out in our quotation.
Any performance figures given by us regarding a product’s performance are based upon our experience and are such as we expect to obtain on tests in our works.RADCOFLEXshall be under no liability for damages for failure to attain such figures unless we have specifically guaranteed performance figures in writing, and any such written guarantee shall be subject to the recognised industry tolerances applicable to such figures.
i) Unless otherwise stated, prices quoted are net ex-works and are exclusive of taxes.Prices quoted are those ruling at the date of issue of a quotation and are based on labour rates,costs of materials, cartage, insurance, customs duties, exchange rates, shipping expenses and other charges affecting the cost of production ruling at the date it is made, any alterations there to either before acceptance or during the currency of the contract will be to the Purchaser’s account.ii) Where the Purchaser specifically requests RADCOFLEX to include freight to the Purchaser’s premises or another place agreed to by the parties in the price of the Goods or include it in the invoice value and RADCOFLEX agrees to arrange the freight, the price quoted for freight will be the price at issue of quotation and if there is a change to the cost of freight either before acceptance, or during the currency of the contract, any alterations to the cost of freight will be to the Purchaser’s account.iii) The cost of any special packing and packaging materials shall be charged extra to the Purchaser.
The purchase price shall be payable net and payment thereof shall be made on or before the thirtieth day of the month next following the delivery of the Goods, unless other terms of payment are expressly stated in writing by RADCOFLEX.
- Retention of Title
i) Risk in the Goods shall pass to the Purchaser on delivery, but title in the Goods shall not pass to the Purchaser until payment for the Goods is received in full by RADCOFLEX, and until all cheques and other instruments are honoured or met in full.The Purchaser agrees that RADCOFLEX has a security interest in all Goods delivered to the Purchaserwhich attaches at the time the Purchaser takes possession of the Goods, and that these Terms constitute a security agreement for the purposes of the PPSA.
ii) If the Purchaser:
– fails to pay the price in full for Goods supplied by RADCOFLEX on the due date for payment; or
– prior to payment of the price deals with the Goods in a manner inconsistent with the rights granted by sub-clause iv); then
the Purchaser’s right to sell the Goods in the ordinary course of business and any other rights of the Purchaser in respect of the Goods immediately cease; andthe Purchaser must immediately deliver to RADCOFLEX all Goods supplied by RADCOFLEX and/or remit to RADCOFLEX proceeds of the Goods in which RADCOFLEX has a security interest.
iii) Until payment is made, the Purchaser will hold the Goods and any other Goods manufactured from the Goods supplied by RADCOFLEX as trustee for RADCOFLEX.
iv) The Purchaser may in the ordinary course of the Purchaser’s business cause the Goods to be installed in, affixed to or become part of, other goods or sell Goods supplied by RADCOFLEX or goods manufactured from those Goods for which the Purchaser has not paid RADCOFLEX on the condition that RADCOFLEX has, and continues to have, a security interest in the goods in which the Goods supplied by RADCOFLEX are installed or to which they are affixed or become part of and in the proceeds of their sale.
v)The Purchaser will allow RADCOFLEX to enter upon its premises to recover any Goods which remain the property of RADCOFLEX or otherwise exercise its rights under the PPSA. The Purchaser indemnifies RADCOFLEX against, and discharges RADCOFLEX from any liability it may otherwise be under to the Purchaser or any third party resulting from damage occasioned by RADCOFLEX in gaining entry to those premises for this purpose.
i) If a term used in this clause has a particular meaning in the PPSA, it has the same meaning in this clause.
ii) The Purchaser:
– will sign any further documents and/or provide any further information, such information to be complete, accurate and up-to-date in all respects, which RADCOFLEX may reasonably require to register a financing statement on the Personal Property Securities Register;
– will reimburse RADCOFLEX for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register; and
– will give RADCOFLEX not less than 14 days’ prior written notice of any proposed change in the Purchaser’s name and/or any other change its details.
iii) The Purchaser and RADCOFLEX agree that neither of them is required to disclose any information of a kind referred to in section 275(1) of the PPSA that is not in the public domain.
iv) Despite any statement to the contrary by the Purchaser, every payment to RADCOFLEX in respect of the Goods must be taken as a payment:
– first, of the amounts held by the Purchaser in trust for RADCOFLEX or subject to a security interest in favour of RADCOFLEX, to the extent that the trust or security interest is not a purchase money security interest under the PPSA;
– secondly, of the amounts held by the Purchaser in trust for RADCOFLEX or subject to a security interest in favour of RADCOFLEXof amounts, to the extent that the trust or security interest is a purchase money security interest under the PPSA;
– thirdly, for any Goods that the Purchaser has sold but for which it has not received the proceeds; and
– fourthly, for whatever Goods the Purchaser has not sold as RADCOFLEX elects.
v)The Purchaser waives any right to receive notice of any verification statement issued under the PPSA.
vi) If Chapter 4 of the PPSA would otherwise apply to the enforcement of a security interest arising out of these Terms, RADCOFLEX and the Purchaser agree that each of the provisions of the PPSA which section 115 of the PPSA permits parties to the contract out of, other than sections 117, 118, 120, 123, 126, 128, 129 and 134(1), do not apply to the enforcement of that security interest.
vii)RADCOFLEX may bring an action for the price of the Goods even where ownership of the Goods may not have passed to the Purchaser.
viii)The Purchaser will insure and keep insured all Goods supplied by RADCOFLEX in the Purchaser’s possession or control from time to time against risk of loss or damage by hazards normally insured against.
i)Goods will have been taken to be delivered when placed at the disposal of the Purchaser or selected carrier (whether named by the Purchaser or not) at RADCOFLEX’s premises for transportation to the Purchaser or its nominee.
ii) Delivery times quoted are estimates only and are subject to work loadings at time of ordering. RADCOFLEX shall not be liable for late delivery or non-delivery, and under no circumstances be liable for any loss, damage or delay occasioned to the Purchaser arising from late or non-delivery, or late installation.
- Loss or Damage in Transit
RADCOFLEX shall not be responsible for any loss or damage to Goods in transit.Risk for the Goods passes to the Purchaser at the time of delivery – see paragraph 10.
RADCOFLEX will not entertain any claims for alleged shortages in supply unless the Purchaser lodges a claim in respect thereof with us within seven(7) days from the date of receipt of the Goods.
Any property of the Purchaser under our custody or control will be entirely at the Purchaser’s risk as regards loss or damage there toor thereby.
i) Goods designed by RADCOFLEX or one of its employees are conceptual only.It is the Purchaser’s responsibility to verify that the design is suitable for the intended purpose No liability shall be accepted for any injury, loss or consequential damages. In the event that responsibility for any claim for faulty or defective design has been specifically accepted by RADCOFLEX in writing, RADCOFLEX’s liability here under shall be strictly limited to the repair or replacement of defective parts in accordance with paragraph 15 of these Terms, provided the conditions set out in paragraph 15 (ii)(a)-(e) of these Terms are complied with.
ii) Where the Purchaser provides RADCOFLEX with a design to be custom made, RADCOFLEX will make the Goods in accordance with the design provided and our workmanship will be of acceptable quality. It is the Purchaser’s responsibility to verify that the design is suitable for the intended purpose We shall not be liable for, and the Purchaser releases us from, any claims in respect of faulty or defective design of any Goods supplied.
- Limitation of liability
i) The consumer guarantees set out in the Australian Consumer Law may apply to the Goods at law. To the extent permitted by the law governing these Terms, all other guarantees, conditions or warranties express or implied by statute, the common law, equity, trade, custom, use or otherwise are expressly excluded by RADCOFLEX.
ii) In the event that any guarantee, condition, warranty, or representation applies at law, to the extent permitted by law, RADCOFLEX’s maximum liability shall be limited to one or more of the following (at the election of the RADCOFLEX) – equivalent replacement, re-supply or repair of the Goods or paying the costs of replacement, re-supply or repair, provided that:
a) defects in the Goods havearisensolelyfrom faultymaterialsorworkmanship;
b) the Goods have not received maltreatment, in attention or interference by the Purchaser;
c) theGoodshavebeen correctlyinstalled, usedandmaintained;
d) the Goods have been used for the purpose for which they were intended and a resuitable or RADCOFLEX made it known to the Purchaser in writing that the Goods are fit for that intended purpose; and
e) the defective Goods are promptly returned free of cost to us.
iii) RADCOFLEXwill not be responsible for any indirect or consequential loss or damage.
The Purchaser acknowledges and agrees with RADCOFLEX that:
a) the manner of use of the Goods supplied to the Purchaser is beyond the control of RADCOFLEX;
b) any advice, recommendation, information or services provided by RADCOFLEX, its employees, contractors or agents regarding the Goods sold and their use will not be construed as contractual guarantees, conditions or warranties and is provided to the Purchaser at the Purchaser’s own risk.
RADCOFLEX shall not be under obligation to accept Goods returned by the Purchaser and will do so only on terms to be agreed in writing in each individual case.
RADCOFLEX reserves the right to make a reasonable charge for storage if delivery instructions are not provided by the Purchaser within fourteen(14) days of a request by RADCOFLEX for such information.
- Healthand Safety
It is the responsibility of the Purchaser/end user to verify that the Goods are suitable for the intended application,and to use the Goods in accordance with industry standards, requirements and procedures.
No order may be cancelled except with our consent in writing and on terms which will indemnify us against all install losses.
- Place of Contract
Any contract made as a result of a quotation shall be deemed to be made in the State of Australia from which the quotation is issued.
If any part of these Terms is invalid, unenforceable, illegal, void or voidable for any reason, these Terms will be construed and be binding on RADCOFLEX and the Purchaser as if the invalid, unenforceable, illegal, void or voidable part had been deleted from these Terms or read down to the extent necessary to overcome the difficulty.
If the Goods are purchased in Australia and the Purchaser falls within the meaning of “consumer” under the Australian Consumer Law, the Purchaser should be aware that:
Mandatory Australian Consumer Law statement – Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.”
IMPORTANT NOTE: If the Purchaser does not fall within the meaning of a “consumer” under the Australian Consumer Law, the rights of a “consumer” under the Australian Consumer Law do not apply.