RICCI ENGINEERING PTY LIMITED
ABN 34 606 800 462
TERMS AND CONDITIONS OF TRADE
(a) “Company” means Ricci Engineering Pty Limited.
(b) “Completion” means the design, manufacture and/or fitting of the goods by the Company.
(c) “Goods” means all plant, equipment, fittings and goods ordered by the Purchaser from the Company.
(d) “G.S.T.” means the goods and services tax.
(e) “Intellectual Property” means all intellectual property rights in the Company and in the Goods and services owned or supplied by the Company and any other material or information owned by the Company including, without limitation, trade marks, patents (registered or pending), registered designs and any rights to apply for the same, copyright, design rights, database rights, rights in and to confidential information and know-how and any rights analogous to the same subsisting anywhere and at any time.
(f) “Order” means the formal application, based on the Company’s Quotation, for the sale of Goods by the Company to the Purchaser on these Terms and Conditions of Trade.
(g) “Purchaser” means the person, firm or corporation placing an Order with the Company.
(h) “The Price” means the purchase price payable by the Purchaser to the Vendor for the Goods.
2. ESSENTIAL TERMS:
(a) Only these Terms and Conditions shall apply to the sale of Goods to the Purchaser by the Company.
(b) These Terms and Conditions can only be varied by the parties mutually and in writing.
(c) An Order placed by the Purchaser is not binding on the Company until accepted in writing by the Company.
(a) The Company may accept or refuse any Order for Goods at its absolute and sole discretion.
(b) Once an Order for Goods has been accepted by the Company it cannot be cancelled, varied or modified without the Company first approving same in writing.
(c) Acceptance of the Purchaser’s Order does not bind the Company to any Conditions placed on the Order by the Purchaser that are inconsistent with these Terms and Conditions of Trade.
(d) The Purchaser shall indemnify and keep indemnifying the Company against any cost, damages, out of pocket expenses, charges or loss that the Company may suffer or be liable for in the event of cancellation, modification or variation of an Order placed by the Purchaser and which was accepted by the Company.
(a) All prices are quoted Free on Transport (F.O.T.) to the Purchaser’s premises as stipulated in the Order or as mutually agreed to in writing by the parties.
(b) All prices are quoted as exclusive of G.S.T. Any G.S.T applicable to the sale should be paid by the Purchaser to the Company upon presentation of a tax invoice.
(a) Delivery dates are estimates only and the Company is not liable for any loss or damage for failure to deliver by those dates.
(b) The Company will not be in default by reason of any delay in the delivery should such delay be caused by strikes, acts of God, public enemy, riots, incendiaries, interference by civil or military authorities, compliance with Government laws, rules or regulations, delays in transit or any default beyond its control or without its fault or negligence.
(c) The cost of transportation of the goods shall be borne by the Purchaser whether or not same is arranged by the Company.
(d) The Purchaser shall be responsible for the provision of any equipment required for the installation or storage of the Goods including, inter alia, the use of any crane, vehicles or special loading equipment.
(e) Delivery of the Goods and the risks associated therewith shall occur and pass when the Goods first arrive at the Purchaser’s premises as aforesaid, notwithstanding the fact that no representatives or agents of the Purchaser are present at the time.
(f) All costs incurred by the Company for delivery of the Goods outside of normal business hours at the request of the Purchaser shall be borne by the Purchaser.
(g) Should there be a need for the Company to store the Goods in its premises or elsewhere at the request of the Purchaser whilst awaiting delivery instructions or for any other reason out of the control of the Company, then the Purchaser shall pay to or reimburse the Company for such costs of storage.
(a) Unless otherwise agreed to by the Company in writing the Price must be paid by the Purchaser on completion.
(b) Unless otherwise agreed to by the Company in writing any deposit amounts are non-refundable.
7. INSPECTION OF GOODS:
(a) The Purchaser must inspect the goods on delivery and shall inform the Company in writing before the close of business on the fifth (5th) working day after delivery should the Purchaser wish to make a claim for damage thereto or for any shortages in the Goods. Failure to so notify the Company will waive any right that the Purchaser may otherwise have had with regard to such claim.
8. INTELLECTUAL PROPERTY
(a) All Intellectual Property is and will remain the absolute property of the Company.
9. CONSEQUENTIAL LOSS & LIQUIDATED DAMAGES
(a) The Company is not to be liable for any special, exemplary, punitive or consequential loss or damage (including without limitation, loss of profit, loss of opportunity and loss of goodwill) incurred by the Purchaser either directly or indirectly in connection with the supply of Goods.
(b) Liquidated damages or the quantum thereof are not accepted unless expressly agreed to in writing by the Company.
10. RETENTION TO TITLE:
(a) The title of ownership of the Goods remains solely with the Company until the Goods are paid for in full. The Purchaser unconditionally authorises the Company to enter into any premises where the Goods may be held for inspection and/or removal. The Purchaser acknowledges and agrees that after installation of the Goods they shall not be deemed to be fixed to any vehicle or with any other property. The Purchaser hereby indemnifies and shall keep indemnifying the Company against any liability or damage or consequential loss to any third party, property or persons as a result of the removal of the Goods. Should the Purchaser on sell the Goods then, in such event, the proceeds of sale shall be held by the Purchaser in Trust for the Company until the Goods have been fully paid for and only then does the title of ownership in the Goods change to the Purchaser.
11. REGULATORY REQUIREMENTS:
(a) It is the Purchaser’s responsibility to ensure that the Goods are suitable for the environment and the position in which they are to be used and installed and shall meet all applicable regulatory requirements (including, inter alia, any engineering standards associated with the relevant industry and relating to the nature of the Goods.
(b) The Company shall not be liable in any way as to whether the Goods meet any particular requirements under the aforesaid codes or regulatory requirements and makes no representation as to the fitness for purpose of the Goods and the responsibility for meeting any standard or requirement rests with the Purchaser.
12. DESIGN SPECIFICATIONS OF THE GOODS
(a) The Purchaser acknowledges that the Company will be relying upon the design specifications of the Goods to be ordered by the Purchaser from the Company when the Company manufactures any parts for installation or attachment to motor bikes or motor vehicles or for the manufacture of any other items of equipment forming part of the Order and the Purchaser agrees that it shall be fully responsible and shall indemnify the Company against any claim for damages, loss or other costs associated with the failure or inappropriateness of such manufactured parts or items based upon the design specifications or information provided by the Purchaser to the Company.
(a) The Purchaser agrees to the Company obtaining information about the financial standing and credit worthiness of the Purchaser.
(b) The Purchaser hereby agrees that the Company is entitled to charge any real estate property that the Purchaser may own to secure the payment of any monies due under these Terms and Conditions and such entitlement will permit the Company to register a caveat on the title of any such property, where it can remain until such time as the goods have been paid for in full.
(c) These terms and conditions shall be governed by or interpreted according to the law for the time being of New South Wales, Australia
(d) Any Government taxes, duties or levies are additional to the Price and are to be paid by the Purchaser.
(e) The parties agree that should any clause in these Terms and Conditions be considered or found to be invalid then such clause shall be severed from the remaining clauses hereof so as not to affect the validity or enforceability of the said remaining clauses.
(f) The Company excludes all implied conditions and warranties except any implied condition or warranty the exclusion of which would contravene any statute or law or cause any part of this clause to be void. No forbearance or other indulgence granted by one party to the other shall in any way discharge such other party from any of its obligations under these Terms and Conditions or in any way alter or affect any such obligation.
(g) No forebearance or other indulgence granted by one party to the other shall in any way discharge such other party from any of its obligations under these Terms and Conditions or in any way alter or affect any such obligation.