IAC ACOUSTIC COMPANY LIMITED Terms and Conditions – Supply and Install
Standard Terms and Conditions of Sale
a) These terms and conditions will apply to any contract which may from time to time come into existence between IAC Acoustics Australia Pty Ltd (“the Company”) and a purchaser of Goods or Services from the Service Customer and in the event of any inconstancy between these terms and conditions and any prior agreement or purported agreement or any terms and conditions in any purchase order received from the Customer, these terms and conditions will prevail.
b) These terms and conditions are subject to variation by the Company from time to time. Notice of
such variation will be given in writing to the Customer and such variation will be effective from the date upon which the Customer receives notice of such variation.
c) The Goods supplied under these terms and conditions are either standard product, normally available ex-stock in industry standard packs (“Stock Orders”), or products specially manufacture Orders”) to a specification supplied by the Customer (“Special Orders”). The Services supplied under these terms and conditions are the provision of installation Services relating to certain Goods.
d) No contract will arise between the Company and the Customer until such time as the Company accepts the Customer’s purchase order.
e) An order which has been in whole or in part by the Company cannot be cancelled by the Customer without the prior written approval of the Company which it may refuse in its absolute discretion.
a) Prices are subject to change without notice. Prices prevailing at the time of delivery of the Goods or Services will apply to those Goods and Services. Goods and Services Tax (‘GST’) and other government imposts will be shown as a separate amount on the invoice, if applicable.
b) All prices are quoted excluding ‘GST’ or any other tax, levy, Government impost or the like imposed on the sales of Goods or Services. If tax exemption is claimed, it will be the
Customer’s responsibility to furnish the Company with a duly authorised statement of exemption. If the Company receives no such statement, the relevant tax will be added to the price as applicable.
c) The Customer will indemnify the Company in respect of the GST paid and payable by the Company in respect of the sale of the Company Goods and any Services provided.
a) Goods will be delivered and Services provided during normal working hours to the address specified by the Customer.
b) The Customer acknowledges that the delivery date given by the Company on acceptance of the order is a bona fide estimate only. The Company will not be responsible for any delay due to circumstances beyond its control including, but not limited to, acts of God, strikes or lockouts.
c) If a delay occurs due to circumstances beyond the Company’s control, the Company may, as its option, either extend the time of delivery for a reasonable period or determine the contract, and the Customer will not have any claim for damage relating thereto and the Company will be entitled to recover all sums owing to it in respect of deliveries made prior to such determination.
d) If no shipping address has been specified or if for any reason, not the fault of the Company, shipment cannot be made, delivery will be deemed to be affected by the setting aside by the
Company of the Goods at the Company’s premises or by the placement by the Company of the Goods in storage in the name of the Customer. In this event the Company reserves the right to
charge the Customer storage fees.
e) The Company reserves the right to make partial deliveries of Goods and to invoice for such partial deliveries as is they were separate orders.
f) All claims for faulty workmanship, storage, damage or failure to supply Goods in accordance with the Customer’s orders must be made within seven (7) day Customer’s s of delivery of the Goods or the provision of the Services.
a) Payment for Goods or Services supplied must be made within thirty (30) days of the date of the relevant invoice.
b) If the Customer fails to pay the amount(s) invoiced when due:
i) The Company is entitled to charge, and the Customer is liable to pay, interest on the overdue amount at the rate of four percent (4%) per annum above the prime rate quoted by the
Company’s bankers from time to time. Any payment subsequently made will be credited firstly against the interest accrued and thereafter against the principal overdue; and
ii) The Company may at its option withhold further deliveries or cancel any contract with the Customer without prejudice to any of its existing Customer rights
5 TITLE AND RISK
a) Property in the title to the Goods will not pass the Customer until all amounts owing to the Company, pursuant to any contract between the Company and the Customer, have been paid in full. Unless and until property in and title to the Goods has passed to the Customer, the Customer must not pledge or give the Goods as security and until the Goods have been sold by the Customer in the ordinary course of the Customer’s business, the Customer will hold the Goods as baille for the Company.
b) The Customer is deemed to be in default immediately upon the happenings of any of the following
i) If any payment to the Company is not made promptly before the due date for payment;
ii) If the Customer ceases to carry on business or stops or suspends payment or states its intention of so doing or is unable to pay its debts as they fall due or if any cheque or bill of exchange drawn by the Customer payable to the Company is dishonoured.
c) In the event of a default by the Customer then without prejudice to any other rights which the Company may have at law or under this contact:
i) The Company or its agents may without notice to the Customer enter the Customer’s premises or any premises under the control of the Customer for the purpose of recovering
ii) If the Customer uses the Goods in some manufacturing or construction process of its own or some third party, then the Customer must hold such part of the proceeds of sale of such
manufacturing or construction process as relates to the Goods in trust of the Company. The Customer will pay the Company such funds held in trust upon the demand of the
d) Until payment has been made in accordance with the clause 5(a), the Customer will insure the Goods against all risks. The proceeds of any insurance claims in respect of damage or destruction to the Goods are hereby assigned be the Customer to the Company. The Customer will indemnify the Company against all loss or damage to or caused by the Goods however arising.
e) Risk in the Goods will pass to the Customer upon delivery to the Customer.
To the fullest extent permitted by law all express and implied warranties and conditions under statute or general law as to merchantability, description, quality, suitability or fitness for any purpose or otherwise with respect to the Goods delivered or Services supplied are expressly excluded and the Company shall not be liable for any physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply of the Services or supply or operation of the Goods or arising out of the Company’s negligence or in any other way whatsoever. The Company’s liability for a breach of a condition or warranty, which by law is incapable of exclusion, is limited (but only to the extent permitted by law) at the Company’s option to:
a) Refunding the price paid for the Goods or Services; or
b) Replacement of the Goods or the supply of equivalent Goods or resupply of the Service; or
c) Repair of the Goods; or
d) The cost of repairing the Goods and replacing the Goods with equivalent Goods and resupply of the Services.
IAC Acoustics Australia Pty Ltd products are guaranteed for one year from date of purchase by the consumer against defects due to materials and the Company’s workmanship only, as either and both of which the Company shall be the sole judge. The sole obligation of the Company to the consumer shall be to repair, or at the Company’s option to replace products as aforesaid, provided same are returned “Transportation Prepaid” to the Company’s nearest plant within the said period.
Other defects or failures due to improper or careless installation, storage or handling or usage contrary to manufacturer’s directions, design or specifications, as to any and all of which the Company shall be the sole judge, are specifically excluded for the guarantee. No liability is accepted for return transportation charge, following repair or replacement as aforesaid or for reinstallation costs. No liability for loss or damage of any nature or kind, whether arising out of or from the use of the product, whether or not defective, is assumed. No other expressed or implied warranties exist in the absence of special agreement.
8 PATENTS AND DESIGNS
In respect of specifications supplied by the Customer for a Special Order, the Customer hereby indemnifies and agrees to keeps indemnified the Company from and against liability in respect of any loss or damage whether direct or indirect arising from infringement of any patent, registered design or other intellectual property rights.
a) Returns of Goods supplied against Stock Orders will only be accepted with the prior agreement of the Company within seven (7) days of delivery and in standard packs only. Subjects to Goods being returned into the Company’s store in a condition suitable for resale, the invoice price will be credited to the Customer less payment of a re-stocking fee of 20% of the invoice price
b) Returns of Special Orders will not be accepted.
Any notice will be in writing and will be taken as sufficiently served if delivered at or sent by ordinary pre- paid post or by facsimile or by email to the business address of the Customer or the Company.
11 APPLICABLE LAW
These terms and conditions will be constructed in accordance with the laws of the State of New South Wales for the time being in force and the parties hereto submit to the non-exclusive jurisdiction of the Courts of that State. Any condition found to be void, unenforceable or illegal may, to that extent, be served from the contract
The failure of the Company at any time to require performance of any provision of these terms and conditions will not affect in any way the full right of the Company to require such performance at any time thereafter nor shall waiver of a breach of any provision hereof be deemed a waiver of the provision itself or any other provision hereof.