All prices are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms and conditions which are not part of the original price quotation. All invoices shall be due and payable in Australian Dollars, free from any expense to Seller for collection. Unless otherwise stated in the Seller’s proposal, payment terms are cash upon delivery. If Purchaser fails to make payment for the products delivered as herein provided, or, if in Seller’s opinion, Purchaser’s financial condition or other circumstances do not warrant shipment on the terms originally specified in any contract made hereunder, Seller may at any time limit or cancel Purchaser’s credit and may demand payment in cash for delivery of any part of the product. Amounts owed by Purchaser with respect to which there is no dispute shall be paid without set-off for any amounts which Purchaser may claim are owed by Seller and regardless of any other controversies which may exist. The Seller shall be entitled to recover any expenses incurred in any dispute or in collection of invoices, including, but not limited to, reasonable attorney’s fees, whether or not suit is filed. All progress invoices are due on receipt of invoice and prior to despatch of any item ordered. Final invoice is due 30 days NET, from the date of invoice.
Seller warrants to Purchaser that the products sold hereunder conform to Seller’s written specifications for the products and will be free from defects in material, design and workmanship, under normal use and service when correctly stored, installed, used and maintained by Purchaser, for a period of twelve (12) months from date of the product’s initial installation, or eighteen (18) months from date of shipment by Seller, whichever comes first. Components which are subject to normal wear and tear are excluded from this limited warranty. Any component of a product sold to Purchaser that was supplied to Seller by a third-party vendor is excluded from this limited warranty. Seller shall use its best efforts to secure for Purchaser the benefit of the warranties to such components as are available to Seller. Seller does not provide any additional warranties for components manufactured by third-party vendors. This limited warranty only applies if the following conditions are met: (1) Purchaser immediately notifies Seller in writing, during the applicable warranty period, of any claims, specifying in reasonable detail the nature of the warranty claim; (2) the details of the operating conditions were made known to Seller in writing by Purchaser prior to any quotation; (3) the product has been properly installed according to operating instructions; (4) the product has been used only for the application for which it was originally intended; (5) the product has not been altered in any way or improperly maintained; (6) the product is taken out of service by the Purchaser immediately upon discovery or appearance of any defect or operational difficulty. Claims made after the applicable warranty period are not covered by this or any other warranty. Seller shall correct any defect, at Seller’s option, by repairing or replacing defective products or parts. Costs for shipping parts or products to and from the installation point shall be borne by Purchaser. The above limited warranty is subject to limitations as set forth herein. The above limited warranty is exclusive and constitutes seller’s sole liability and purchaser’s sole remedy with respect to any claimed non-conformance of the products sold hereunder and is in lieu of any other warranty, express or implied, including without limitation any implied warranty of merchantability, fitness for a particular purpose, or other warranty of quality, whether express or implied, all of which seller hereby disclaims.
Seller’s liability under, for breach of, or arising out of this agreement shall be limited in amount to the net purchase price of the product sold to purchaser by seller hereunder. In no event shall seller be liable for costs of procurement of substitute products by purchaser. In no event shall seller be liable for any special, consequential, incidental, economic, direct, indirect or other damages (including without limitation loss of profit) whether or not seller has been advised of the possibility of such loss, however caused, whether for breach or repudiation of contract, breach of warranty, negligence, or otherwise. This exclusion also applies to any liability which may arise out of any third-party claims against purchaser.
The proposed equipment within is for the purpose of an estimate only and is made without the guidance of a risk assessment. No provisions have been made within this quote for a risk assessment, safety verification, SRCS or safety validation. To achieve compliance with AS/NZS 4024.1:2019 Series – Safety of Machinery, a safety verification and safety validation shall be performed by a party independent of the safety system designer.
(A) Sale Conveys No License. Sale of a product by Seller does not convey any license, expressly or by implication, estoppel or otherwise, under any intellectual property rights of Seller with respect to any inventions of Seller or others, patented or not patented, embodied in Seller’s products, processes, sales literature or manufacturing operations. Seller expressly reserves all rights under such intellectual property rights. No manufacture to Purchaser’s specifications entails ownership by or conveyance to Purchaser of any property right in any invention. (B) Data and Proprietary Rights in Data. Portions of the data supplied are proprietary to Seller. Seller retains for itself all proprietary rights in and to all designs, engineering details and other data pertaining to any product sold hereunder, except where rights are assigned under a writing by a duly authorized officer of the Seller. (C) Reverse Engineering. Buyer covenants that it will not attempt to reverse engineer@ or otherwise discover Seller’s intellectual property, patentable, patented or non-patented invention, trade secrets, secret processes, or other confidential information embodied or contained in Seller’s products.