Terms and Conditions
The following terms and conditions of sale (Terms of Sale) shall apply to and form part of any contract for the supply of goods and services (Goods) by Engaged Services NQ Pty Ltd, or any trading entity associated with, to another party (the Purchaser).
1. QUOTATIONS
1.1 No quotation given by the company to the Purchaser shall constitute an offer. Any order from the Purchaser to the Company for the supply of Goods shall not be binding upon the Company until accepted by the Company.
1.2 Prices given in any quotation by the Company are applicable to that quotation only and will not apply in any other instance.
1.3 Quotations are valid for a period of fourteen (14) days from the date of issue by the Company or as otherwise specified in the quotation.
2. PURCHASE ORDERS
2.1 When ordering, an official order is to be submitted by the Purchaser to the Company quoting an order number, full description of the Goods to be purchased, the delivery time and the Purchaser’s address. Reference to the Company’s quote number to the Purchaser, should also be made where applicable.
2.2 These Terms of Sale apply to the Purchaser and to the Company in respect of Goods ordered by the Purchaser and any terms and conditions set out in the Purchaser’s order deviating from, or inconsistent with, these Terms of Sale, will not be binding upon the Company in any way whatsoever.
2.3 A contract shall only be, or be deemed to have been entered into between the Company and the Purchaser for the supply of Goods, when the Purchaser’s order has been accepted by the company in writing.
3 PAYMENTS
3.1 The extension of credit to the Purchaser by the Company shall be at the sole discretion of the Company and, where extended, unless otherwise advised in writing by the Company, the Company requires payment in full within fourteen (14) days from date of invoice, in which Delivery of the Goods occurs or as otherwise specified in the invoice.
3.2 The Purchaser agrees that the Company shall be entitled to use the services of a credit agency from time to time to obtain information concerning the Purchaser (and where the Purchaser is a company, its Directors) in order to assess the Purchaser's credit worthiness.
3.3 The Company reserves the right to issue an invoice to the value determined by the Company before any purchases are made. These invoices must be paid in accordance with the agreed terms of that invoice.
4. INDEMNITY
Without prejudice to any other rights the Company may have against the Purchaser and to the extent permitted by law, the Purchaser shall indemnify the Company for, and save it harmless from, any loss, damage or expense (including, without limitation, costs, whether or not the subject of a court order) incurred by it should the Purchaser breach any of these Terms of Sale or cancel any order or part thereof for the Goods after acceptance by the Company.
5. DELIVERY
5.1 Unless agreed in writing the Company shall arrange for delivery of the Goods ("Delivery") to the Purchasers nominated delivery point.
5.2 The Company is entitled to charge a fee for delivery.
5.3 The Company is deemed to have delivered the Goods when they are made available for unloading at the Purchaser's nominated delivery point.
5.4 The Purchaser is responsible for unloading the Goods from the Company's delivery vehicle.
5.5 If the Goods are to be collected by the Purchaser from the Company’s premises, delivery occurs when the Goods are loaded onto the Purchaser’s vehicle.
5.6 The Company is not liable for any claims for non-fulfilment or late delivery of Goods or for any loss or damage (including consequential loss or damage) suffered by the Purchaser arising from delay in delivery or failure to deliver due to circumstances beyond the Company's reasonable control and the Purchaser shall accept and pay for the Goods notwithstanding late delivery.
5.7 The Purchaser shall advise the Company of the nominated delivery point and required time of delivery in its purchase order.
5.8 Unless otherwise agreed by the Purchaser and the Company, the Company shall be entitled to deliver the Goods in one or more lots. Where delivery of the Goods is affected by way of part delivery the Company shall be entitled to invoice the Purchaser for pro-rata progress payments in respect thereof.
5.9 Notwithstanding the Purchaser's inability to accept delivery of the Goods, the Company shall be deemed to have delivered the Goods in accordance with these Terms of Sale and the Goods shall be at the Purchaser's risk from the time when the Goods have been loaded onto the Purchaser's collecting vehicle or delivered to the Purchaser's nominated delivery point (as the case requires).
6. ADDITIONAL CHARGES
The Company reserves the right to charge the Purchaser for any costs, charges or expenses whatsoever that the Company may incur as a result of –
(a) any special requirements or stipulations of the Purchaser accepted by the Company but not provided for in the Terms of Sale;
(b) any increase in duties, taxes, freight, insurance or other charges or expenses from the date of acceptance of the Purchaser's order by the Company to the date of Delivery.
7. STORAGE
If the Company notifies the Purchaser that the Goods are ready for delivery and the Purchaser requests the Company to hold the Goods on its behalf, such Goods will be held by the Company at the Purchaser's risk and the Company shall be entitled to charge storage fees in respect of the Goods so stored.
8. CLAIMS
8.1 The Purchaser shall inspect the Goods immediately upon delivery and, if the Goods are damaged or not otherwise in conformity with the contract relating to their supply, shall give written notice to the Company of the details in respect thereof within seven (days) of the date of delivery.
8.2 Any Goods the subject of a notice under clause 8.1 shall be left in the state and condition in which they were delivered until such time as the Company or its duly authorised agent has inspected the Goods. Such inspection shall be carried out within a reasonable time after notification by the Purchaser. If the Goods are not so left in the state and condition in which they were delivered, the Purchaser shall be deemed to have accepted the Goods and shall pay the purchase price of the Goods to the Company.
8.3 Acceptance of the Goods shall be deemed for all purposes to have taken place when delivery has occurred.
8.4 No Goods will be accepted for return by the Company unless agreed in writing by the Company prior to such return and then only upon conditions acceptable to the Company and at the Purchaser's entire risk as to loss or damage. Where the Company agrees to accept Goods for return, the Company's then current restocking charge, as varied from time to time, will be charged to the Purchaser and shall be immediately payable.
9. PASSING OF RISK AND RETENTION OF TITLE
9.1 Whilst the risk in the Goods passes on delivery, legal and equitable title remains with the Company until payment in full for all debts accrued or owed to the Company is made.
9.2 The Purchaser must, so long as the Company is entitled to the property in the Goods, store the Goods so that they are clearly identifiable as the property of the Company.
9.3 Where the Purchaser processes the Goods or incorporates them in or with any other product before property has passed to the Purchaser, the new product shall be separately stored or marked in a manner that makes such new product readily identifiable as the Goods of the Company.
9.4 If payment for the Goods is not made by the Purchaser by the due date specified by the Company to the Purchaser then the Purchaser shall return the Goods to the Company on demand. If the Purchaser does not return the Goods to the Company within 48 hours of receipt of the demand, the Company shall be entitled to enter upon the Purchaser's premises at any time to do all things necessary to recover the Goods. The Purchaser shall be liable for all costs associated with the exercise by the Company of its rights under this clause, which shall be repayable on demand.
10. DEFAULT
Should the Purchaser fail to make due payment for any Goods supplied by the Company or commit a breach of any term of the sale, the Company may, without prejudice to any other rights it may have, do any or all of the following:
(a) Withdraw any credit facilities which may have been extended to the Purchaser and required immediate payment of all moneys owing or accrued;
(b) Withhold any further deliveries of Goods or performance of services required under the accepted purchase order;
(c) In respect of Goods already delivered, enter into the Purchaser’s premises to recover and resell same for its own benefit;
(d) Suspend and/or terminate performance of any other contracts which the Company has with the Purchaser.
11. WARRANTIES
11.1 To the extent permitted by law, all implied conditions, warranties and undertakings are expressly excluded.
11.2 Should the Company be liable for a breach of a condition or warranty implied by the Trade Practices Act 1974 then its liability for a breach of any such condition or warranty express or implied shall be limited, at its option, to any one or more of the following:
(a) the replacement of the Goods or the supply of equivalent Goods
(b) the repair of the Goods
(c) the payment of the cost of replacing the Goods or acquiring equivalent Goods
(d) the payment of the cost of having the Goods repaired, provided that any such Goods are returned to the Company by the Purchaser at the Purchaser's expense
11.3 The Company will not be liable for the costs of recovery of the Goods from the field, loss of use of the Goods, loss of time, inconvenience, incidental or consequential loss or damage, nor for any other loss or damage other than as stated above, whether ordinary or exemplary, caused either directly or indirectly by use of the Goods. This warranty does not apply to any defects or other malfunctions caused to the Goods by accident, neglect, vandalism, misuse, alteration, modification or unusual physical, environment or electrical stress.
12. FITNESS FOR PURPOSE
The Purchaser agrees that it does not rely on the skill or judgement of the Company in relation to the suitability of any of the Goods for a particular purpose unless it has indicated that purpose in writing to the Company and the Company has acknowledged in writing that the Goods will be fit for the particular purpose.
13. SALES AND GOODS AND SERVICES TAX
Should any sales tax, Goods & Services Tax as levied under the “A New Tax System” (Goods & Services Tax) Act 1999 (as amended) and any other tax, fee, levy or duty imposed by any authority be payable on any of the Goods supplied by the Company, such tax, fee, levy or duty will be to the Purchaser's account and shall be calculated using the rates and methods of assessment in force at the time of delivery. The Purchaser is liable for any other applicable tax, including, without limitation withholding tax.
14. FORCE MAJEURE
The Company shall not be liable for any claims for non-fulfilment or late delivery should actual delivery of the Goods or any parts be delayed in consequence of unforeseen events such as strikes, unforeseen breakdown of machinery (save where caused by improper maintenance or operation by untrained personnel), suspension of electricity or other relevant power supply, riots, war, robbery, civil commotion, adverse non foreseeable weather conditions, disaster caused by fire and/or water, action of government or port authority, delay of vessel, rail-road embargoes, inability to obtain transportation facilities or due to a failure of an original equipment manufacturer to supply components by the due date.
15. ENTIRE AGREEMENT
These Terms of Sale contain the entire agreement between the parties on the subject matter of this agreement, and there are no other oral or written representations, stipulations, agreements or understandings relating to the subject matter of this agreement. Any variation or modification of these Terms of Sale must be in writing.
16. AMMENDMENTS
The Company reserves the right to review and amend its terms of sale from time to time. Written notification forwarded to the Purchaser by ordinary mail shall be deemed sufficient notification to bind the Purchaser to any revised or amended terms of sale for all orders placed by the Purchaser and accepted by the Company after receipt of such notification.
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