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AUSTRAL ALLOYS PTY LTD (The Supplier) - STANDARD CONDITIONS OF SALE

1)  GENERAL

1.1)  Orders are only accepted by the Supplier only on the conditions herein which conditions override any conflicting conditions contained in the Purchaser's Buying Order.

1.2)  No variation of these conditions shall be binding on the Supplier unless agreed to in writing by the Supplier.

1.3)  Each individual order constitutes a separate contract.

2)  PRICE

2.1)  Unless otherwise advised the price and special conditions quoted by the Supplier are valid for acceptance within 30 days of the quotation.

2.2)  All quotations are subject to final confirmation by the Supplier.

2.3)  The quoted price is subject to change if pattern/dies have not been sighted by the Supplier.

3)  PAYMENT

3.1)  Payments shall be made by the Purchaser in accordance with the payment terms as specified on the quotation.

3.2)  Payment for tooling or patterns shall be due in full immediately after submission of the first off tool samples notwithstanding that such samples may not be fully acceptable..

4)  PRODUCTION

4.1)  All drawings, dies and patterns belonging to the Purchaser and being located or stored on the Supplier's premises at no cost to the Purchaser shall be all-risks insured by the Purchaser as the Supplier undertakes no responsibility for loss or damage whatsoever.

4.2)  All costs of maintaining the dies or patterns in good order shall be at the expense of the Purchaser and any such charges shall be conveyed to the Purchaser for his prior approval before any rework or refurbishment is commenced by the Supplier.

4.3)  The Supplier reserves the right to retain patterns or dies held by the Supplier until the Purchaser's account is in good standing.

5)  WARRANTY

5.1)  All warranties related to fitness for purpose, quality, performance or ability are expressly excluded.

5.2)  Complaints in respect of goods delivered will only be considered by the Supplier if such complaints are notified within 10 working days of the  receipt of the goods and facilities to inspect the goods on the Suppliers premises are provided to the Purchaser.  Goods returned to the Supplier without our prior consent will not be accepted and will not be off loaded into the Suppliers premises.  Only the Suppliers nominated carrier will be used. to return goods.  Charges levied by non-nominated carriers will not be accepted.

5.3)  Failure to provide the aforementioned 10 working days notice shall constitute a waiver by the Purchaser in respect of any alleged faulty goods.

5.4)  The Supplier strictly limits any claim to the extent of the purchase price of the goods or their replacement.  Claims for consequential damages, product liablilty or technical information provided of any kind are expressly excluded.

5.5)  Unless otherwise agreed all technical specifications offered in our quotation relate to chemistry only.  Should other technical requirements be needed by the Purchaser these must be specified and mutually agreed before or upon placement of order.

5.6)  It is the Purchasers responsibility to specify to the Supplier the type and extent of testing and inspection requirements to ensure the goods are suitable for the intended application and service conditions.

5.7)  Any technical assistance rendered by the Supplier to the Purchaser in the selection of materials or the technical condition of supply or the testing and inspection of the goods is done so in good faith and without additional charge or warranty of any kind. The Purchaser is responsible for ascertaining the validity of such assistance in the light of the application and service conditions and design considerations not known to the Supplier.

6)  DELIVERY AND SHIPPING TOLERANCE

6.1)  Due to the variable technical of the manufacturing process, the custom nature of the business and the number of patterns on the board orders may be either A)  over or under delivered  by a margin of about 10 per cent or 1 casting whichever is the larger at which level of execution the order is considered to be complete or B)  over delivered up to the product of one mould in the case of multiple cavity patterns.    Fixed quantity orders may be accepted at increased price levels only at time of order placement.

6.2)  Time is not the essence of the contract and late delivery caused by any reason will not allow the Purchaser to cancel the order, withhold payment or take any action to the detriment of the Supplier.

7)  PATENT INFRINGEMENT

7.1)  The Purchaser will indemnify the Supplier against all claims and all associated expenses made by any third party with respect to any claimed unlawful infringement of letters patent or other third party industrial or intellectual property or design claims associated with the supplier's acceptance of the Purchaser's order.

8)  TITLE OF THE GOODS

8.1)  The title of the goods remains with the Supplier until all monies owed by the Purchaser are paid in full notwithstanding that the goods may be re worked, on-sold or incorporated into devices or machines or sub-assemblies that may or may not be on-sold by any third party as the Supplier retains all legal rights over all such unpaid goods.  The Purchaser shall give ready acess to the Supplier to all such goods and all relevant records in order to determine the true status of our unpaid goods in this regard.

9)  INTEREST

9.1)  Should the purchaser fail to pay for the goods in terms of the credit agreement then interest, calculated on a daily basis, at a rate of National Australia Bank's "Indicator Lending Rate" plus 3 percentage points shall be due to the Supplier calculated from the due date

10)  CANCELLATION OF ORDERS

10.1)  In the event the customer wishes to cancel an order, at the Suppliers option, a cancellation charge shall be calculated by the Supplier which  calculation shall provide for a  minimum for the total costs incurred by the Supplier plus a equitable sum to cover loss of profits.

11)  AMENDMENTS

11.1)  As these condition of sale constitutes the whole agreement and all previous private agreements, negotiations, statements and undertakings are hereby superseded. This agreement constitutes the entire agreement and no amendment to this agreement is valid unless it is expressed in writing and agreed by the Supplier and the Purchaser alike. Each order is the subject of a separate agreement.

12)  FORCE MAJEURE

12.1)  Where a party is unable, wholly or in part, due to an event not reasonably within the control of that party, to carry out any obligation under the Agreement (other than the obligation to pay any money), the performance of that obligation shall be suspended during the continuation of the event to the extent that it is affected by the event.

12.2)  The party claiming Force Majeure will give written notice to the other within 5 days of the event of Force Majeure occuring.

13)  ARBITRATION

13.1)  Any dispute under this agreement shall be submitted to arbitration under the rules of Commercial Arbitration of the Institute of Arbitrators of Australia.

14)  GOVERNING LAW

14.1)  This agreement is governed by and shall be construed in accordance with the laws in force in New South Wales and the parties irrevocably submit to the jurisdiction of that State and any Court of Appeal therefrom.

                                                                                                                                                                                       Conditions of Sale V2.doc   Issued 25 February 2002

                                   Austral Alloys Pty Ltd  174-176 Eldridge Road 

                                            BANKSTOWN  NSW 2200  Australia

                                            A B N   15 058 591 647 

                                            Telephone (02) 9790 5110    Fax (02) 9790 2186

                                            custserv@australalloys.com.au  

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