Terms and Conditions

Untitled Document

DLC AUSTRALIA PTY LTD

(HEREINAFTER CALLED DLC)

STANDARD CONDITIONS OF QUOTATION AND SALE

1. Standard Conditions to apply to all sales.
Sale of any of the goods and the carrying out of any repairs described or referred to herein, is expressly conditional upon the terms and conditions set forth below. All quotations given by DLC are given upon such terms and conditions. Any order placed with DLC shall constitute assent to the said terms and conditions, and representation that Buyer is solvent. Any additional or different terms or conditions set forth in any communication from buyer to DLC are hereby objected to by DLC and shall not be effective or binding on DLC unless assented to in writing by and authorised representative of DLC.

2. Prices.
(a) The prices specified in all quotations given by DLC or in respect of orders accepted by DLC, are subject to variation at any time prior to delivery installations or the carrying out of repairs, as a result of any changes in any of the following:
(i) the cost to DLC of the goods quoted or ordered, or any part of them:
(ii) Rated of foreign exchange:
(iii) Freight charges:
(v) Customs and primage duties:
(vi) All other outgoings occurring subsequent to the date upon which the quotation is given or the order made.
(vii) The rates charged for repair services.
(b) Notwithstanding (a) above, prices for goods ex stock are firm except that DLC reserves to itself the right to vary any prices quoted, when part only of the quotation is accepted by Buyer.
(c) DLC reserves the right to make a delivery or installation unless a price indicated in the quotation is expressed to be into store.

3. Payment.
Unless expressly stated otherwise in the quotation, the terms of payment in respect of the sale of any goods, or the carrying out of any repairs, by DLC are:
(i) nett cash fourteen (14) days after the date upon which the goods, or the carrying out of the repairs, by DLC; or
(ii) where delivery or installation or goods is hindered or delayed by Buyer, nett cash (14) days after the date upon which the goods are available for delivery or installation by DLC.

4. Cancellation and Credit in Respect of the Sale of any Goods.
(a) Orders accepted by DLC and quotations accepted by Buyer, may not, except with the written consent of an authorised representative of DLC, be cancelled by Buyer whether or not the goods have been delivered or installed by DLC. In respect of any such cancellation to which DLC consents, Buyer shall reimburse DLC for all costs incurred in respect of goods manufactured to special specifications, goods ordered expressly from overseas, goods ordered from suppliers other than DLC and in addition DLC shall be entitled to be reimbursed by Buyer for any restocking charges incurred in connection with the subject goods.
(b) Subject to the deduction amounts by way of reimbursement by Buyer to DLC (as set out in (a) above) DLC shall credit Buyer's account with the balance of the price paid in respect of cancelled orders.

5. Claims
Any shortages of errors of delivery must be notified to DLC in writing within three (3) days of receipt of consignment, failing which no claims for shortage of error will be entertained by DLC.

6. Delivery & Installation
(a) Delivery or Installation dates quoted are estimates only and are based on prompt receipt by DLC of all information necessary to permit DLC to proceed without delay or interruption, and where applicable, prompt receipt by DLC of an official order.
(b) In relation to any goods installed by DLC , Buyer shall provide, at no cost to DLC, all utility services required, and when necessary, special handling equipment, etc. installation will normally take place as soon as practicable after delivery.
(c) DLC shall deliver or install all goods to be supplied to Buyer at the points named in the quotation or order, unless subparagraph (d) applies. Buyer shall compensate DLC for any charges or cost incurred by DLC through the failure of Buyer to accept delivery or installation as stated. Upon such delivery or installation, title to the goods and all risk of loss or damage shall pass to Buyer (unless otherwise agreed in the shipping documents or otherwise in writing), and any insurance, beyond point of delivery or time of installation, desired by Buyer shall be arranged by Buyer.
(d) If the whole or any part of any shipment of goods to be supplied, cannot be delivered or installed when ready, due to any cause referred to in clause 7 ("delays"), DLC may place the goods in storage. In such an event:
(i) all expenses incurred by DLC such as preparation for and placement into storage, handling, storage, inspection, preservation and insurance as certified in writing by an officer of DLC, shall be payable by Buyer upon submission of DLC's invoices:
(ii) DLC's delivery obligation shall be fulfilled and title and all risk of loss or damage shall thereupon pass to Buyer, if it has not already passed, notwithstanding anything the contrary contained in the shipping documents, and
(iii) when conditions so permit (and subject to payment of all amounts due hereunder by Buyer), DLC shall arrange for shipment on behalf of Buyers at Buyer's expense.
(e) Partial deliveries are permitted and deliveries offered ex stock are subject to the goods being unsold at the date of receipt of Buyer's order.

7. Delays
The date on which DLC's obligations hereunder are to be fulfilled shall be extended for a period equal to the time lost by it by reason of any delay arising directly or indirectly from:
(a) Acts of god, unforeseeable circumstances, acts (including delay or failure to act) of any governmental authority, war (declared or undeclared), riot, Revolution, fires, strikes, sabotage or epidemics;
(b) inability due to causes which, through no fault of DLC are beyond its control including inability promptly to obtain necessary and proper labour, materials, components, facilities, transportation or instructions from Buyer, and
(c) Any other cause which through no fault of DLC is beyond its control. The foregoing extensions shall apply even though such cause may occur after DLC's performance of its obligations has been delayed for other causes. If delay resulting from any of the foregoing extends for more than ninety (90) days and the parties have not agreed upon a revised date for delivery, then ether party may, upon fourteen (14) days written notice, terminate the contract in respect of goods not delivered, whereupon buyer shall pay DLC its termination charges including its costs and expenses up to and consequent upon termination as certified by an officer of DLC in writing.

8. Duty
(a) Unless otherwise stated on the face of the quotation, Customs and Primage Duties, at rates ruling at the time of quotation, where applicable, included in the prices quoted.
(b) Where duties have been paid on goods imported into Australia and those duties later become refundable from the Government, credit will be given to Buyer for the amount of such Duties after deduction by DLC of the cost of recovery of those duties.

9. Default
DLC is not obliged to deliver or install any goods if:
(a) Buyer is in default in any of its obligations
(b) Buyer (or if Buyer is a partnership, a partner thereof) commits an act of bankruptcy and/or becomes insolvent, bankrupt or calls a meeting of his creditors:
(c) Buyer, being a company, commits and act of bankruptcy or cause a meeting of its creditors or goes into receivership, official management or liquidation (except for the purposes of voluntary reorganisation). If any payments which have become due & payable by Buyer are not paid within ninety (90) days following delivery of goods and subsequent invoicing of Buyer, DLC may, upon not less than seven (7) days written notice by certified mail to Buyer at Buyer's last known address, sell the goods at public or private sale and apply the nett proceeds to DLC's charges.

10. Warranties, Exclusion and Limitation of Liability.
(a) Subject to these standard conditions of quotation and sale, DLC hereby expressly warrants as follows:-
1. That those goods to be supplied hereunder which are manufactured by DLC will be free from defects in workmanship or material (excluding component parts not made by DLC) and will be of a kind and quality designated or specified in the quotation order, as the case may be; PROVIDED in every such case:-
(i) Such defects appear within one (1) year from the date of delivery or installation of the said goods by DLC.
(ii) Buyer gives to DLC written notice of the defect and satisfactory proof of such defect within twenty-one (21) days of it coming to buyer's attention.
(iii) The liability of DLC under this express warranty shall in no case exceed the cost of correcting defects in material or workmanship, appearing in the goods supplied hereunder, and
(iv) If after inspection by an authorised officer DLC, it is considered that the goods have been subjected to tampering, careless handling, improper use or faulty application, this express shall be void.
2. That in respect of goods not manufactured by DLC, DLC will provide full co-operation to Buyer in the implementation of any guarantee provided by the manufacturer of such goods.
3. THAT it has the right to sell the goods.
4. THAT buyer will enjoy quiet possession thereof.
5. THAT the goods are free from any charge or encumbrance not disclosed to or known by Buyer, in any such case before this contract was made.
(b)(1) Pursuant to Section 68A of the Trade Practices Act 1974 (herein referred to as the "TPA"), this sub-clause applies in respect of any of the goods or services supplied under this contract which are not of a kind ordinarily acquired for personal, domestic or household use or consumption, provided that this clause will not apply if Buyer establishes that reliance on it would not be fair and reasonable.
(2). Liability for breach of a condition or warranty implied into the contract by the TPA other than a condition implied by Section 69 of the TPA, is limited to:-
(a) In the case of goods, any one of the following as determined by DLC:-
(i) The replacement of the goods or the supply of equivalent goods f.o.b at DLC's facility; or
(ii) The repair of the goods; or
(iii) The payment of the cost of replacing the goods or of acquiring equivalent goods f.o.b at DLC's facility; or
(iv) The payment of the cost of having the goods repaired;
(b) In the case of services, any one of the following as mined by DLC:-
(i) The supplying of the services again; or
(ii) The payment of the cost of having the services supplied again.
(c) Subject to sub-class 11D below, any goods which have a normal life inherently shorter than the warranty period stated in paragraph 1 sub-class 11A above, are hereby expressly excluded from the express warranty contained in that paragraph.
(d) WHILST DLC relies on the provisions (not limited to provisions referred to as "the legislation"), which limit DLC's liability to Buyer or enable DLC to limit such liability in any way and whilst subject to sub-class A and B of this clause DLC hereby limits it's liability to the full extent permissible by the Legislation, nothing contained in sub-classes 11A, 11B and 11C shall be taken to exclude, restrict or modify those provisions contained in the legislation which render certain types of terms, conditions, rights and remedies for the benefit of a "Consumer" (defined in "the legislation") unable to be excluded.

11. Repairs
In so far as the quotation may be made in respect of repairs to any goods, the person or company (hereinafter referred to as "Owner") contracting with DLC on the basis of that quotation, hereby agrees that except to the extent that Owner has the benefit of certain non-excludable terms, conditions, rights or remedies conferred by statute (such as the Trade Practices Act 1974).
(a) Owner shall bear the risk of any theft of or loss or damage to the goods, that may occur during the course of the carrying out of such repairs by DLC or whilst the goods are in DLC's possession, whether such theft, loss or damage arises from want of care on the part of DLC's, it's contractors or servants or from any other cause whatever, and
(b) Any claim by Owner for faulty workmanship in the carrying out of such repairs shall be limited solely to rectification free of cost of the faulty work and Owner shall not make a claim for any consequential loss or damage that Owner may suffer as a result of any such faulty workmanship.

12. General
(a) The rights and obligations of the parties hereunder shall be governed in all respects by the laws of the state in which the sale is made and the parties hereto hereby submit to the jurisdiction of that state.
(b) No understanding promise or representation and no waiver, alteration or modification of any of the provisions here of, shall be binding upon DLC unless consented to in writing by an authorised representative of DLC.
 

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