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1. INSTALLATION
Installation of 240 Volts systems must be carried out by a licensed electrician.
The controllers must be installed in a dry area.
2. QUOTATION
Quotations and prices are for the period of time specifically stated in a written quotation. If no time is stated, then quotations and prices are subject to change without notice. Orders based on quotation are not binding on seller until accepted in writing by an authorised representative of Seller. If a quotation for the supply of goods is given to Purchaser and Purchaser makes an order but in the meantime goods of the type ordered for any reason become unavailable, the Seller is not obliged to supply such goods and the contract hereby created in respect of such goods is at an end and neither party is required to pay compensation to either of them.
3. PRICES AND TAXES
In any event, quotations and prices on orders accepted are subject to change at the time of and proportionately with, the increase of costs to Seller of the goods caused by the imposition or increase of any tax or duty upon the goods or any supplies or materials used in the goods. An amount equal to any tax or other governmental charge upon the production, sale, occupation of selling, shipment, storage or use of material, which is now, or may be hereafter, imposed by governmental authorities upon either Purchaser or Seller and which Seller is obligated to pay or collect, shall be added, to the extent attributable to the goods to be sold hereunder, to the price quoted herein and shall be paid by Purchaser.
4. PURCHASE ORDER
As most of the products are designed to suit customer’s requirements, only minimal inventory and parts are stocked. Therefore, the approximate completion time will depend on the availability of parts and quantity on order.
5. CUSTOM-DESIGN
For Custom-Design products (including changes to the products owned by RDM or owned by customer) deposit and progress payments are required and may be negotiated at the time of purchase. Documentation of the prototype will be provided after the final payment is received.
6. REPAIR AND SERVICE
A repair and service can be provided on products outside a warranty period if accepted by the Seller. A charge rate may be fixed by negotiation or based on hourly rate as determined at the time of contract.
Details of the defects or faults must be provided in writing with the product. Where no manufacturing defects or faults found in the goods, the costs of examining the goods and returning of the goods to the Purchaser will be charged to the Purchaser. A turnaround time will depend on the nature of the defects or faults, complexity and availability of parts.
7. PAYMENT
(a) Payment for invoiced amounts must be made in full within a specified period stated on Tax Invoice or a longer period if expressly agreed by Seller. Where Purchaser has obtained a 30-day credit facility, such payment is to be made in full within thirty (30) days following the date of invoice (unless quoted for a lesser period).
(b) Where the Purchaser has failed to make payment by the due date or has failed to arrange a delivery within 30 days of a Notice of Completion (verbally or in writing), the products shall be deemed abandoned by the Purchaser and such products may be disposed of or dealt with by Seller at its discretion. Any amounts previously paid for the products shall be forfeited and the Purchaser shall be liable for the balance outstanding on the order plus costs of recovering the outstanding amounts (if any). The Seller may take action to recover the outstanding amounts either from the Purchaser, or sale of the products or both until the amounts owed are fully satisfied.
(c) Where the Purchaser trades outside the agreed terms and conditions, the Seller may refuse, among other things, to supply products and services to the Purchaser irrespective of whether an order has been accepted or not and will not be liable for any loss or damage resulting directly or indirectly from such action. Until payment is received in full, the property of the goods remains with the Seller and, if in the Purchaser’s possession, the Purchaser will hold the goods as Bailee and return immediately the unused and undamaged goods upon demand. The Purchaser will indemnify the Seller against any claim or liability in the meantime.
(d) Unless specifically agreed to by the Seller in writing before dispatch of goods, no deduction is to be made from any payment by the Purchaser for retention monies to guarantee performance of a contract. Any such guarantees must be arranged between the Seller and the Purchaser in a form agreed to before such dispatch of the goods.
8. DELIVERY
All deliveries shall be subject to the approval of Seller. Delivery will be made on a freight collect basis and by Seller's choice of transport, unless otherwise specified prior to delivery. Risk of loss of goods subject to the Agreement shall pass to the Purchaser upon delivery to the carrier whether or not freight is pre-paid by the Seller. Any quoted delivery time is approximate and the extension of delivery time shall not be cause for termination of the Agreement unless such delay is unreasonable and due to the gross negligence or intentional act of Seller. If Seller tenders the goods for delivery to Purchaser, and so notifies the Purchaser, Purchaser is to take delivery immediately unless otherwise agreed. The Seller may store the goods so tendered, but not accepted for the account and risk of the Purchaser and shall invoice the Purchaser for the purchase price of the goods.
9. CONTINGENCIES
(a) Subject to sub-paragraph (b) the goods shall be delivered to the Purchaser on the date or dates advised by the Seller or as reasonably agreed.
(b) The Seller shall not be liable to the Purchaser for failure to perform or any delay in performing its obligations as a result of force majeure event including:-
(i) wars, terrorisms, strikes, lockouts, union bans, disputes between employers or disputes between employees;
(ii) acts of God;
(iii) any prohibition or embargo imposed by any Act (State or Federal), regulation, ordinance, proclamation, by-law or order;
(iv) any delay in the manufacture or delivery by other suppliers to the Seller of goods not manufactured by the Seller or materials required by the Seller for the manufacture of goods to be supplied to the Purchaser hereunder;
(v) breakdown of machinery;
(vi) any other events or causes beyond the control of the Seller.
10. SPECIFICATIONS
Seller may substitute goods on any order accepted by Seller, provided such goods substantially conform to the descriptions herein. The goods to be sold hereunder are subject to standard manufacturing variation and tolerances. If used goods are sold, they are sold "AS IS".
11. VARIATION, SUSPENSION OR CANCELLATION OF ORDER (a) Where the Purchaser has obtained a separate agreement from the Seller to supply products or services on an agreed periodical basis (e.g. every month), the Purchaser must provide notice of variation, suspension or cancellation of such orders at least 30 days prior to the commencement of the next production cycle. If such notice is provided less than 30 days, the Seller may, at its discretion, accept or reject such notice.
(b) For non-periodical (or irregular) orders, Purchaser must provide notice of variation, suspension or cancellation at least 7 days before commencement. Seller will advise Purchaser of the approximate commencement and completion dates and will issue a Tax Invoice to the Purchaser upon acceptance of an order. If such notice is provided less than 7 days, the Seller may, at its discretion, accept or reject such notice.
(c) In the event of such variation, suspension, or cancellation the Purchaser shall compensate the Seller for all costs and/or losses incurred by the Seller as the result of such action.
(d) Where a variation, suspension or cancellation notice is accepted by the Seller after a deposit has been paid by the Purchaser, the Seller may, at its discretion, refund the amounts received after deducting all costs and liabilities incurred by the Seller as the result of such action.
12. CLAIMS AND RETURN OF GOODS
If the goods are found to be faulty or defect, Purchaser must notify Seller of such fault or defect within 5 business days of delivery date. Purchaser must obtain agreement from Seller before returning the goods. Seller must be given an opportunity to investigate the faults or defects. If the Purchaser failed to notify the Seller within 5 business days of delivery date, the Purchaser is deemed to have accepted the goods as in good order and a normal warranty period will apply from the original date of purchase or invoice date (whichever is the later)
RETURN OF GOODS - It is a condition of the sale of the goods that the Seller is not obligated to accept in any case, the return of goods for credit. The following relating to the return of goods for credit apply to all goods returned for this purpose with the approval of the Seller: (a) Prior arrangements must be made for all goods to be returned for any reason.
(b) Packaging: Where goods were originally supplied in a special Manufacturer's carton, any return shall be made in that original carton and the goods shall be in their original and unmarked condition, complete with any instruction sheets supplied.
(c) Freight: Outward and inward freight and transport charges are the responsibility of the Purchaser. If not prepaid by the Purchaser, freight will be deducted from the amount of credit.
13. WARRANTY
A replacement or repair warranty is provided for manufacturing defects or faults occurred within 12 months from the original date of purchase or invoice date (whichever is the later). Evidence of purchase is required at the time of lodging a claim. All costs associated with installation, removal, and delivery of products to Seller are the responsibility of the Purchaser. Details of the defects or faults must be provided in writing and attached to the product being returned. Where no manufacturing defects or faults found in the goods, the costs of examining the goods and returning of the goods to the Purchaser will be charged to the Purchaser. Where the fault or damage was found to be caused by incorrect usage, incorrect installation, modification, excessive temperatures, abuse, inappropriate packaging in transit, etc. no warranty is provided. In these events, the products shall be returned to the Purchaser as is, but only after the Purchaser has paid for labour and delivery costs upon the Purchaser being notified of the outcome with a Tax Invoice for an amount required. Seller reserves the rights to determine whether to replace or repair the products depending on the nature defects or faults. A turnaround time will depend on the nature of the defects or faults, complexity and availability of parts. If a replacement unit is available the turnaround time will be sooner.
14. LIMITED WARRANTY
(a) The Seller warrants that the goods will be substantially conform to the written specifications (if any) delivered to the Purchaser and signed by the Seller, and that at the time of delivery the Seller will have title to the goods free and clear of any and all liens and encumbrances.
(b) With respect to goods not manufactured by Seller, the Seller shall and hereby (but only to the extent permitted by the Seller’s contract with its supplier’s) assign to Purchaser the benefit of all warranties given by the Seller’s supplier to the Seller in respect of the goods.
(c) By entering into the purchase transaction with the Seller, the Purchaser acknowledges and agrees that it does not rely on any statements, representations, descriptions technical advice or service given either before or after the sale by the Seller in connection with the order, installation and use of the goods described herein, and that any such statements, representations, descriptions, technical advice or service given by the Seller are given without responsibility on the part of the Seller (except where a separate consultation agreement has been entered into with the Seller), the Purchaser hereby waives and abandons any claim it may otherwise have been entitled to make in respect thereof.
15. REMEDIES AND DAMAGES
(a) Subject to sub-paragraph (b), if the Seller breaches its warranties as contained in Paragraph 14 hereof the Seller's sole and exclusive liability shall be (at Seller's option) to repair or replace any such goods which are returned by Purchaser during the applicable warranty period set forth above, provided:
(i) Seller is promptly notified in writing upon discovery by Purchaser that such goods failed to conform to the terms hereof with a detailed explanation of any such alleged deficiencies,
(ii) such goods are returned to Seller's designated delivery point, upon Seller's written authorisation, or stored for Seller free of charge pending such return, and
(iii) Seller's examination of the goods shall disclose that such alleged deficiencies actually exist and were not caused by accident, misuse, neglect, alteration, improper installation, unauthorised repair or improper testing. If Seller elects to repair or replace such goods, Seller shall have a reasonable time to make such repairs or replace such goods.
(b) If, for the purpose of the Australian Consumer Law, as amended, Purchaser is taken to have acquired goods, or services, or goods and services as a consumer, the liability of the Seller for Breach of a condition or warranty (other than a condition or warranty implied by the Australian Consumer Law, if applicable) is limited to:
in the case of goods - any one or more of the following:-
(i) the replacement of the goods or the supply of equivalent goods;
(ii) the repair of the goods;
(iii) the cost of having the goods repaired, or
in the case of services:
(iv) the supplying of the services again; or;
(v) the cost of having the services supplied again.
16. INDEMNITY
The Seller shall be indemnified by the Purchaser against all actions, suits, proceedings, claims, demands, costs and expenses whatsoever which may be taken or made against the Seller, including any losses or damages the Seller may incur or suffered as a result of the Purchaser’s breach of an agreement with the Seller, and including the storage or use of any goods supplied by the Purchaser as parts of the manufacturing process of the goods for the Purchaser.
17. WAIVERS AND MODIFICATIONS
No representations or statements of any kind made by any representative of Seller, which are not stated herein, shall be binding on Seller. No addition to or modification of any provision upon the face or reverse hereof shall be binding upon Seller unless made in writing and signed by a duly authorised representative of Seller. Purchaser shall be deemed to have accepted the terms hereof without modification if written objection is not made prior to shipment. Conflicting printed terms on a purchase order or acknowledgment used by Purchaser shall be deemed not to constitute such specific objection. Failure of either party to enforce any right hereunder shall not waive any rights in respect of other or future occurrences.
18. RETENTION OF TITLE
(a) The ownership of the goods delivered to or pick up by the Purchaser ('the goods") is only transferred to the Purchaser when the Purchaser has paid all sums owing to the Seller, whether under this or any other contract and until such time the Seller has a right to call for or recover the goods (for which purpose the Seller may enter the Purchaser's premises by its servants or agents) and the Purchaser is under an obligation to deliver up the goods to Seller.
(b) Where the products or services provided are relating to custom design (including software/firmware/hardware, prototypes and samples) the Intellectual Properties relating to the products or services provided remain the property of the Seller unless and until expressly excluded or relinquished by the Seller in writing.
(c) Where Seller has not been paid pursuant to this agreement or any other terms of payment in force between the parties and the Seller delivers the goods to the Purchaser, until disposed of by the Purchaser in accordance with this provision, the Purchaser agreed to keep the goods in a fiduciary capacity for the Seller and the Purchaser also agrees to store the goods in a manner that clearly shows the ownership of the Seller.
(d) Notwithstanding the provision on the two preceding paragraphs, the Purchaser may sell the goods to a third party in the course of business and deliver them to that third party provided that:
(i) where the Purchaser is paid by the third party, and Seller has not been paid by the Purchaser for the goods pursuant to this agreement or any other terms of payment in force between the parties, the Purchaser holds the whole of the proceeds of sale on trust for Seller; and
(ii) where the Purchaser is not paid by that third party, and the Seller has not been paid by the Purchaser for the goods pursuant to this agreement or any other terms of payment in force between the parties, the Purchaser agrees, at the option of the Seller, to assign his claim against the third party to the Seller upon the Seller giving the Purchaser a notice in writing to that effect.
(e) For the purpose of giving effect to the perfecting the agreement specified in paragraph (d)(ii), the Purchaser will irrevocably appoint the Seller as its attorney.
(f) The parties agree that these provisions apply notwithstanding any agreement, whether subject to this agreement or not, between the parties under which the Seller gives the Purchaser credit. These goods are sold subject to full consideration being made by payment to the Seller and title of the goods does not pass until such payment has been received.
19. LIMITATION OF LIABILITY
(a) Seller shall not be liable in contract, tort and breach of statutory duty or otherwise for any loss of use, profits or any consequential loss, injury, destruction or damage of any kind whatsoever or howsoever arising directly or indirectly out of or in connection with the supply of products, samples, prototypes, goods or services by the Seller.
(b) If for any reason the provisions in paragraph 14 [Limited Warranty] are of no effect in respect of a claim against the Seller, the Seller's liability in respect of that claim shall in no event exceed the price paid for the relevant goods or services by the Purchaser.
(c) PENALTIES. Seller will not accept any penalties in any form whatsoever.
20. DESCRIPTION
(a) Any representation, promise, statement or description by the Seller or its employee, agent, dealer or other person or company is expressly excluded and the Purchaser acknowledges that the Purchaser has relied solely upon its own inspection, skill and judgment and not by reason of any such representation, promise, statement or description.
(b) All photographs, illustrations, weights, dimensions and any other particulars given in or accompanying a quotation or contained in descriptive literature are approximate only and deviations therefrom shall not vitiate the contract or make the basis of any claim made against the Seller.
(c) Clerical errors are subject to correction.
21. LIFE SUPPORT POLICY
The Seller and manufacturers represented by the Seller do not authorise or warrant any products for use in life support devices and/or systems without the express written approval of an officer of the Seller or manufacturing company. Life support devices or systems are defined as:
(i) those which are intended for surgical implant into the body or
(ii) support or sustain life, and whose failure to perform, when properly used in accordance with instructions for use provided in the labelling, can be reasonably expected to result in significant injury to the user.
22. VARIATION, WITHDRAWAL OR REFUSAL OF CREDIT
The Seller, at its discretion, reserves the rights to:
(a) refuse providing a credit facility;
(b) refuse a request to vary credit facilities that have been granted;
(c) any time, vary the terms of any credit facilities granted to the Purchaser including any credit limit or withdraw any credit facilities granted to the Purchaser.
23. COLLECTION AND RECOVERY
Where any amount owing to the Seller is not paid by the due date, the Seller may recover liquidated damages on any amount outstanding of an amount equal to one and a half percent (1.50%) of that amount for each month or part of a month from the due date until the date of payment in full. If the outstanding amounts are collected through court, probate or bankruptcy proceedings, or if placed in the hands of an attorney for collection, Seller shall be entitled to recover reasonable legal fees and court costs. If the financial position of Purchaser becomes, in the Seller's judgment, weakened or if Purchaser shall fail to comply with any provisions hereof or fail to make payments in accordance with the terms hereof or of any other Agreement between Purchaser and Seller, the Seller may at its option, defer further shipment or, without waiving any other rights it may have, terminate this agreement and other Agreements between Purchaser and Seller. The Seller reserves the right, notwithstanding any other provision hereof before or after making any delivery to require payment in cash or to require security for payment.
24. GOVERNING LAW
(a) These terms and conditions shall be governed by the laws of Queensland.
25. DISCLAIMER
(a) RDM shall not be liable for any loss of profits or any consequential, loss or damage or injury of any kind whatsoever arising directly or indirectly from the use of products, samples, prototypes or any defects.
(b) RDM reserves the rights to withdraw, discontinue or make changes to the above policies, product prices, features and specifications being advertised at any time without prior notice. If such changes affect your orders placed prior to the changes, you will be notified of the changes. You may cancel or amend your orders within 3 days without attracting any cancellation charge.
(c) The images of the products shown on the website are used as guidance only. The actual products may be different in appearance and size. Please refer to the product features and specifications page for their true dimensions. Please enquire if a confirmation is needed.
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Terms used
RDM refers to RDM Technology Pty Ltd.
RDM Technology refers to RDM Technology Pty Ltd.
Seller refers to RDM Technology Pty Ltd.
Product includes all controller units, parts and components, software, firmware, and hardware relating to the controller units provided by RDM Technology Pty Ltd.
Goods has the same meaning as Product. |
