Terms and Conditions of Sale
TERMS AND CONDITIONS
For the SALE AND SUPPLY OF PRODUCTS From
FAN COIL SALES PTY LTD
1.1 These terms and conditions apply to any and all agreements for the sale and/or supply of Products by Fan Coil Sales Pty Ltd (“Fan Coil”) and supersede any terms and conditions of the Purchaser unless agreed to in writing by Fan Coil.
2.1 “Contract” shall mean any and all agreements and notifications in writing for the sale and/or supply of Products(s) from Fan Coil.
2.2 “Parties” shall mean Fan Coil and the Purchaser jointly.
2.3 “Price” shall mean the price to be paid by the Purchaser for the Product(s) excluding Goods and Services Tax (GST).
2.4 “Product” shall mean the product(s) as set out in the Contract.
2.5 “Purchaser” shall mean any and all party / parties entering into a Contract with Fan Coil for the sale and/or supply of Product(s) by Fan Coil.
3.1 A quotation may be issued by Fan Coil in respect of any enquiry received from a prospective purchaser for the sale and/or supply of Product(s) (“Quotation”).
3.2 Unless previously withdrawn, a quotation is open for submission of an offer to purchase by the Purchaser within 30 days only after the date of quotation.
3.3 If there has been no authorised Order Confirmation received by Fan Coil within 45 days from the date of the Quotation or 7 days from the issuing of an Order Confirmation, Fan Coil reserve the right to amend the quoted price even if an Order Confirmation is subsequently received.
4.1 No contractual obligation shall arise between the Parties until
(a) the Purchaser has accepted a quotation for Product(s) and communicated to Fan Coil an order for Product(s); and
(b) Fan Coil has despatched to the Purchaser a written notification of its acceptance of the order (“Order Confirmation”) and such Order Confirmation has been acknowledged and returned by an authorised representative of the Purchaser.
4.2 Authorisation of the Order Confirmation by the Purchaser shall constitute unqualified acceptance by the Purchaser of these terms and conditions.
4.3 Fan Coil reserves the right to impose a minimum or maximum order value for transactions which are to be placed on any credit account.
4.4 If the Purchaser has elected to have the Product(s) delivered to a nominated address, the sale Contract shall be deemed to be a separable portions contract in two parts:
(a) the first portion being for the design and manufacture of the Product(s); and
(b) the second portion being for the storage, insurance and delivery of the Product(s).
4.5 Insurance of the Product(s) is up to the point of delivery and does not include damage incurred during the unloading and handling of the Product(s) at the delivery site.
- Price and Payment
5.1 The Purchaser shall pay to Fan Coil in addition to the quoted Price all taxes, duties and charges whatsoever imposed by any Government or other authority and payable in respect of the sale or delivery of the Product(s) or any part thereof.
5.2 Standard delivery is based on a flat bed delivery vehicle and excludes unloading.
5.3 Upon completion of manufacture and packaging of the Product(s) Fan Coil will immediately raise an invoice to the Purchaser for the Price of the Product(s) and if applicable seek confirmation of the delivery date and delivery address. Fan Coil will not issue an invoice for Product(s) until after the completion date nominated by the Purchaser.
5.4 Account Customers-
(a) Payment of invoices is due and payable, without deduction, set-off or counterclaim, in immediately available funds within 30 days from the end of the month in which the Product(s) are invoiced.
5.5 Non Account Customers or Account Customers where amounts exceed the authorised credit limit-,
(a) Payment for the Product(s) less any unauthorised credit limit amount is due and payable, without deduction, set-off or counterclaim, in immediately available funds within 30 days from the end of the month in which the Product(s) are invoiced and the difference prior to delivery of the Product(s).
5.6 If the Purchaser notifies Fan Coil that delivery is to be delayed, Fan Coil may, at its sole discretion, postpone completion of manufacture thereby deferring the invoicing of the Product(s) until completion of manufacture,
5.7 Freight shall be invoiced separately on dispatch of the Product(s).
5.8 Fan Coil accepts payments by Visa, Master Card, Eftpos, Direct Deposit, and by cheque from approved Purchasers.
5.9 The quoted Price reflects Fan Coil’s costs at the time of the Quotation and based upon the Purchaser‘s acceptance of the description or specification of the Product(s) at that time. In the event that the Purchaser seeks any change or modification to the Product(s) after the Order Confirmation, Fan Coil shall be entitled to either:
(a) increase the Price to take account of any change and notify of a new delivery date; or
(b) refuse the change and supply the Product(s) as specified in the Order Confirmation.
6.1 Unless otherwise agreed in writing, Fan Coil shall manufacture and/or supply the Product in accordance with its own specifications and standards and using parts and manufacturing processes and techniques solely at its own discretion.
- Passing of Property and Risk
7.1 Passing of title to the Product(s) to the Purchaser occurs when Fan Coil has received full payment in cleared funds for each item of Product(s).
7.2 The Product(s) are at the Purchaser’s risk from the occurrence of the first in time of any of the following:
(a) the passing of the property to the Purchaser, except where the Product(s) are being stored and delivered by Fan Coil to the Purchaser pursuant to a separate portion of the supply contract;
(b) the physical delivery of the Product(s) to the Purchaser, or
(c) the physical delivery to a carrier or other bailee whether named by the Purchaser or not.
Fan Coil shall be under no obligation to give the Purchaser the notice referred to in section 35(3) of the Sale of Goods Act 1923.8.
8.1 The expected delivery date for Product(s) shall be notified by Fan Coil at the time of Order Confirmation.
8.2 If the Purchaser is unable to accept delivery by the delivery date, the Purchaser shall remain liable for payment under clause 5 and unless agreed in writing there shall be no extension of the due date for payment.
8.3 If the Purchaser is unable to accept delivery within 4 weeks of the delivery date, the Purchaser shall be liable to Fan Coil for storage and insurance costs.
8.4 The Purchaser shall be responsible for, and liable for any costs whatsoever associated with, there being sufficient clearance and safe access for the unloading of the Product(s).
- Retention of Title
9.1 Notwithstanding the delivery of the Product(s) or any part thereof the property and title in the Product(s) shall remain with Fan Coil until the Purchaser has paid the Price in full as well as any other amounts due to Fan Coil in cleared funds.
9.2 Fan Coil may register and do all things necessary to perfect a security interest over the Product(s) under the Personal Property Securities Act 2009. Fan Coil shall cause the security interest to be removed within 10 days of receipt of payment in cleared funds for the Product(s).
10.1 If during a period of 12 months from the date of delivery of the Product(s) to the Purchaser (“Warranty Period”) any part manufactured by Fan Coil is found upon inspection by Fan Coil to have proved defective in design, material or workmanship under normal use and service and when properly installed, connected and commissioned, Fan Coil will supply an exchange replacement part(s) free of charge to the Purchaser provided that the Purchaser has complied with the conditions of warranty (“Warranty Conditions”).
10.2 The Warranty Conditions are specified in the warranty policy provided with the Product(s) and contained on the website www.fancoil.com.au
10.3 The Purchaser can obtain a 12 month labour warranty from Fan Coil at an additional cost quoted by Fan Coil and be subject to the Warranty Conditions.
- Limitation of Liability
11.1 Except as expressly provided in clause 10, Fan Coil shall have no obligations or liabilities whatsoever to the Purchaser in respect of the delivered Product(s) or any part thereof. Consequently, without limiting the generality of the above, Fan Coil shall under no circumstances be liable to the Purchaser for liquidated damages, loss of production, loss of profit, loss of revenue, loss of use, cost of capital, costs connected with interruption of operation or other consequential or indirect loss or damages arising out of or in connection with any Product(s) supplied.
- Force Majeure
12.1 If Fan Coil fails to fulfill the Contract due to industrial disputes or any other circumstances beyond its reasonable control, which Fan Coil could not have reasonably expected or taken into account and which consequences Fan Coil could not reasonably have avoided or overcome (including but not limited to fire, flood, power blackout, earthquake, war or delays in deliveries by sub-contractors and suppliers)
It shall be regarded as a case for relief and the delivery date shall be extended or Fan Coil shall be entitled to terminate the Contract without liability to damages or any other relief or remedies.
- Intellectual Property
13.1 No right or licence is granted to the Purchaser under any patent, copyright, registered design or other intellectual property right except the right to use or resell the Product(s).
13.2 If the Product(s) is manufactured or incorporates any design or specification of the Purchaser, Fan Coil shall not be liable for any infringement of any intellectual property rights caused by the Product(s) or its use or sale by the Purchaser.
14.1 In the event that any provisions herein shall be found in any jurisdiction to be invalid or unenforceable, such finding shall in no event invalidate any other provision herein, and such provision shall be deemed amended to the minimum extent required to comply with the law of such jurisdiction.
- Applicable Law
15.1 Unless otherwise expressly agreed in writing, the Contract and these terms and conditions shall be governed by the laws of New South Wales, Australia.