GENERAL TERMS AND CONDITIONS:
1. The quotation, order acknowledgment or invoice on the front of this form is subject to the following Terms and Conditions (“Terms”). Any deviation from these Terms shall not be binding unless acknowledged in writing by Seller’s authorized representative.
2. UNISEG Products Pty. Ltd. and any of their affiliates and/or subsidiaries are herein referred to as Seller and the other party is referred to as Buyer.
3. These Terms are not a distribution, franchise, agency or supply agreement and confer no rights to exclusivity upon Buyer. Neither party is bound to effect any purchases or sale of any of Seller’s products except to the extent an order has been laced by Buyer and approved by Seller in accordance with these Terms.
4. A waiver of a breach of any Term shall not be deemed a waiver of similar Terms in the future.
5. These Terms constitute an offer by Seller to sell goods to Buyer and shall supersede any terms or conditions contained in Buyer’s purchase order. Acceptance by Seller of any order is limited to these Terms; and Seller objects to any additional or different terms which may be contained in any of Buyer’s purchase order, acknowledgment or other forms or correspondence. Except as otherwise expressly agreed to by Seller in writing, these Terms, when accepted by Buyer explicitly, by acceptance of goods or services or otherwise, shall constitute the entire agreement between Seller and Buyer on the subject hereof, superseding all prior oral or written communications and negotiations.
6. If Buyer is an authorized Dealer and has a fully signed Agreement currently in effect with Seller, then any terms in that Agreement which conflict with these Terms shall be applied to Buyer’s purchase. All other Terms herein shall apply.
7. BY PURCHASING PRODUCTS FROM SELLER, BUYER CONFIRMS THAT IT UNDERSTANDS, ACCEPTS AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS
CANCELLATION/CHANGE: Buyer’s purchase order is not subject to cancellation, change, reduction in amount, suspension or deferment of deliveries except with Seller’s written consent and upon terms which indemnity Seller against loss. Custom orders are not subject to cancellation or termination.
1. All Terms are subject to credit approval.
2. Unless otherwise agreed by Seller, payment is due in Australian dollars. If Buyer fails to make payments in accord with Seller’s terms, then Seller may at Seller’s option, cancel the unshipped balance of any order and seek other remedies in equity or law.
3. Orders received from buyers with delinquent accounts will not be shipped until overdue balances have been paid. A service charge of 1.5% per month will be added to all past due amounts.
4. Buyer shall reimburse Seller for any costs incurred in collection of amounts owed, including reasonable attorneys’ fees and costs.
DELIVERY: Delivery dates are quoted in good faith, but are not guaranteed. Seller cannot assume any risk or liability for delay or nonfulfillment of shipments due to acts of God, war, strikes, breakdown, fires, government orders, or other causes beyond Seller’s control.
DESIGN CHANGES: Except as otherwise be agreed expressly between the Parties, Seller may at any time furnish goods that include changes in design and construction of such goods as shall constitute an improvement in the judgment of Seller. Seller may furnish suitable substitutes for materials unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers.
ERRORS AND OMISSIONS: Seller reserves the right to correct clerical errors and omissions.
GOVERNMENT REGULATIONS: Manufacture, shipment and delivery are subject to any applicable governmental prohibition, restriction, priority, allocation, regulation or condition.
INTELLECTUAL PROPERTY & INDEMNIFICATION:
1. Nothing herein is intended to grant any rights to Buyer under any patent, trademark, trade secret, or copyright of Seller. Buyer shall acquire no rights or interest in any of Seller’s products, property, or intellectual property.
2. These Terms, prices, and data contained in a quotation or describing Seller’s products or processes are considered proprietary and shall only disclosed to members of the Buyer’s organization who have a need to know. Upon request Buyer shall return any printed or software based proprietary data to seller.
3. If Seller manufactures an item to specifications furnished by buyer, and/or containing a trademark, trade name, logo, or other marking furnished by Buyer, then Buyer shall indemnify and hold Seller harmless from and against any and all loss, damage, settlement or expense (including legal expenses), incurred, resulting from or arising out of (a) any claims that any such items, the use or sale thereof, infringe upon, misappropriate or violate any patents, copyrights, or trade secret rights or other proprietary rights of any persons, firm or entities; or (b) any claim by a third party, whether for warranty, breach of contract, product liability or any other claim or cause of action, arising from or related to such Buyer specifications.
JURISDICTION & VENUE; GOVERNING LAW: Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this agreement shall be brought against either of the parties in the state courts of Western Australia, and each of the Parties consents to the jurisdiction of such courts in any such action or proceeding and waives any objection to venue, including any defence of inconvenient forum. A final judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by law or at equity.
LIMITATION OF ACTION: Except for claims arising from Buyer’s non-payment or underpayment of amounts owed to Seller, any and all claims arising out of or related to this Agreement, or any agreement related to this Agreement or executed concurrently with this Agreement, or the relationship of the Parties shall be barred unless a judicial proceeding is commenced within one (1) year from the date the complaining party knew or should have known of the facts giving rise to such claim, or the statute of limitations applicable to that claim under Western Australia / Australian law, whichever is shorter.
PRICES: Prices quoted are valid for thirty (30) days from the date of quotation unless otherwise stated.
RETURNS: Returned goods will not be accepted without Seller’s authorization.
SECURITY INTEREST: Buyer granted to Seller a security interest in the goods sold until Buyer has completed payment of the purchase price, plus accrued interest, and fully performed all of the other Terms hereof. Buyer agrees to execute and deliver such financing statements as Seller may reasonably consider appropriate to perfect its security interest. Seller may file this agreement as a financing statement.
SEVERABILITY: If any of the provisions of these Terms and Conditions are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms and Conditions, so that these Terms and Conditions shall remain in full force and effect.
1. Buyer should specify freight carrier and any value declarations. Lacking such instructions Seller shall use discretion without incurring any liability.
2. All orders are shipped FOB from the location of the Seller manufacturer and will be shipped most economical way, unless otherwise specified. Charges to be added to invoice. Risk of loss of the goods shall pass to Buyer at the time the goods are tendered for shipment. Any damaged freight or missing items claim must be made directly to carrier on P.O.D.
TAXES: Seller’s prices exclude any applicable taxes.
TERMS: Unless otherwise stated, terms are a 30% deposit due on order, balance prior to shipment. Discounts, if any, shall not be allowed on tax or freight charges. Buyer shall pay from invoice; Seller does not send monthly statements.
WARRANTIES AND LIMITATION OF REMEDIES: The warranty and limitation of remedies applicable to the goods sold pursuant to these Terms is set forth at www.unisegproducts.com/warranty hereby incorporated by reference. TO THE EXTENT PERMITTED BY LAW, INCLUDING ACL §§ 64A AND 276A, Seller will not be responsible for any harm arising out of Buyer’s purchase, sale, possession, or use of any product supplied by Seller. IN NO EVENT WILL SELLER BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, CLAIMS OF THIRD PARTIES OR INJURY TO PERSONS OR PROPERTY EVEN IF Seller HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.