Terms & Conditions
Standard Terms & Conditions for Sale of Goods
In this document, the following words shall have the following meanings:
- “Buyer” means the organisation or person who buys Goods
- “Goods” means the articles to be supplied to the Buyer by the Supplier;
- “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;
- “Supplier” means AFM Gas Solutions Pty Ltd
- These Terms and Conditions shall apply to sales of Goods by the Supplier to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Supplier in writing.
- Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Supplier.
Price and Payment
- The price shall be the Recommended Retail Price less agreed discount, unless otherwise agreed in writing between the parties. The price is exclusive of GST or any other applicable costs.
- Credit terms may be offered subject to satisfactory credit vetting of the Buyer by the Supplier. The offer of credit will be at the sole discretion of the Supplier.
- Where credit is offered payment of the price and GST and any other applicable costs shall be due within 30 days of the date of the invoice supplied by the Supplier, unless otherwise agreed in writing. In cases where credit is not offered payment will be required before release of goods by the Supplier.
- If payment of the price or any part thereof is not made by the due date, the Supplier shall be entitled to:
- require payment in advance of delivery in relation to any Goods not previously delivered;
- refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;
- Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
- Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on, or as close as possible to the date required by the Buyer. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
- If the Supplier is unable to deliver the Goods because of actions or circumstances under the control of the Buyer, then the Supplier shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
- Any damages, shortages, over deliveries and duplicated orders should be reported to the Supplier within 14 days of signed receipt to enable replacement or refund.
- Risk in the Goods shall pass to the Buyer upon receipt of the goods. Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it or set aside for its collection, whichever happens first.
- Title in the Goods shall not pass to the Buyer until the Supplier has been paid in full for the Goods. Unless otherwise agreed between both parties and in writing.
RETURN OF UNUSED GOODS
- All goods are sold on a firm sale basis, i.e. the Supplier will not take back any goods not required or sold by the Buyer, unless otherwise agreed, in which case the following terms apply.
- Any returns must be authorised by a representative of the Supplier before any credit will be given.
- Where the Supplier agrees to accept the return of goods that are not damaged the Buyer will be responsible for the cost of carriage and will ensure that they are carefully packaged to avoid any damage in transit. The Supplier will not be obliged to accept any goods that are damaged in any way.
- Credit of amounts due or paid in will only be given for goods that are in saleable condition.
LIMITATION OF LIABILITY
- The Supplier shall not be liable for any all loss or damage suffered by the Buyer in excess of the contract price.
- Nothing contained in these Terms and Conditions shall be construed so as to limit or exclude the liability of the Supplier for death or personal injury as a result of the Supplier’s negligence or that of its employees or agents.
INTELLECTUAL PROPERTY RIGHTS
- All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Supplier, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Supplier by the execution of appropriate instruments or the making of agreements with third parties.
RELATIONSHIP OF PARTIES
- Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.
ASSIGNMENT AND SUB-CONTRACTING
- The contract between the Buyer and Supplier for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Supplier.
- The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.
- If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
GOVERNING LAW AND JURISDICTION
- This Agreement shall be governed by and construed in accordance with the laws of NSW and the parties hereby submit to the exclusive jurisdiction of the Australian courts.