TERMS / CONDITIONS
In these conditions “TE Automation” means TE AUTOMATION PTY LTD and “Buyer” means the person, or body, firm or company with whom TE AUTOMATION enters into a contract for the sale of goods and/or supply of services.
2.1 These conditions govern every contract of sale of goods and/or supply of services by TE Automation to Buyer and, except as modified in accordance with Clause 2.2 constitute all the terms and conditions agreed between them to the exclusion of all other terms and conditions.
2.2 No modification to these Conditions, whether put forward in Buyers purchase order, specification or otherwise, shall bind TE Automation unless agreed to in writing by its authorised employee.
2.3 These Conditions supersede any terms and conditions which have previously governed contracts for the sale of goods or supply of services by TE Automation to the Buyer.
Any quotation given by TE Automation is a mere invitation to do business and does not constitute contractual offers. All quotations lapse (30) days after issue, but TE Automation may vary or withdraw a quotation at any time.
4.1 Orders for goods or services shall not be binding upon TE Automation until accepted in writing by its authorised employee. TE Automation reserves the right to accept orders in whole or part. Any part order not accepted in the manner prescribed shall be regarded as having been refused.
4.2 Once TE Automation has accepted an order, Buyer may not alter or modify it unless the written consent of a TE Automation’s authorised employee is first obtained.
5. Price and Payment
5.1 In the absence of contrary express agreement, the price for goods supplied shall be the TE Automation list price ruling at the date of shipment and the charge for services supplied shall be at TE Automation’s prevailing rates at the time of supply. Prices quoted in published price lists or by TE Automation representatives are subject to change without notice and are not binding on TE Automation .
5.2 All prices are expressed net of any applicable freight charges, sales tax and customs duty, which shall be added to the amount to be paid by the Buyer.
5.3 If Buyer has an approved credit account with TE Automation, the goods and services supplied must be paid for within thirty (30) days end of month of the date of invoice.
Where Buyer is overdue with any payment, TE Automation is in receipt of credit references which it regards as unsatisfactory, TE Automation reserves the right to change Buyer to a prepaid account.
Where Buyer has a prepaid account, all goods and services shall be paid for, before they are supplied.
5.4 All payments shall be made in the currency specified in the invoice, without deduction or set off of any kind.
6. Delivery and Risk
6.1 Risk in the goods will pass to the Buyer ex TE Automation’s warehouse upon the goods being placed upon the vessel or vehicle which is to deliver the goods to the Buyer. Buyer shall be responsible for arranging delivery insurance of the goods. TE Automation shall not be liable to Buyer in the event of any failure to arrange insurance.
6.2 While TE Automation shall use all reasonable endeavours to meet agreed delivery dates, TE Automation shall not be liable to Buyer for any loss or damage whatsoever should it be delayed or prevented from delivering goods, supplying services or otherwise performing any of its contractual obligations due to any cause or circumstances of any kind whatsoever. In the event of any delay in delivery or supply, as aforesaid, the due date shall be deferred for a period equal to the time lost by reason of the intervening cause or circumstance.
6.3 TE Automation reserves the right to deliver in instalments and all such instalments, when separately invoiced, shall be paid for without regard to the delivery of subsequent instalments.
7. Retention of Title
TE Automation shall retain title to goods supplied to Buyer until it has received payment in full for them. If payment is overdue, or Buyer enters into bankruptcy, liquidation, a composition with its creditors, has a receiver or manager appointed over all or any part of its assets or becomes insolvent, TE Automation shall be entitled, without prejudice to any other remedy, to repossess goods belonging to it and to enter any premises, without notice, for this purpose.
Buyer shall inspect all goods supplied upon delivery. TE Automation shall not be liable for shortages or other errors in delivery, unless Buyer submits a written claim to TE Automation within seven days of the delivery to which the claim relates.
9. Cancellation and Returns
9.1 Change of Mind
You may return goods due to change of mind within twenty days of delivery.
The products must be returned unused and in the original boxes in new condition. Please do not mark or write on the original product boxes. Include all documentation, cables and other components included with the original parts shipment. Make sure the goods are properly packed to avoid any damage in transport.
TE Automation reserves the right to charge a handling and re stocking fee of 15% of the price paid for the goods. See also Returns & Refunds Policy.
9.2 Buyer may cancel, in whole or in part, any contract for the supply of goods or services before supply has been made, provided the following conditions are satisfied:
(a) TE Automation’s written approval has first been obtained, and
(b) Buyer agrees to pay any cancellation charge, being a genuine pre-estimate of TE Automation’s loss, which TE Automation shall specify.
9.3 TE Automation reserves the right immediately to cancel any contract for the supply of goods and services, or suspend any such supply without incurring any liability to Buyer, in any of the following circumstances:
(a) Buyer is overdue with any payment or otherwise in breach of these conditions,
(b) Buyer enters into bankruptcy, liquidation or a composition with its creditors, has a receiver or manager appointed over all or any part of its assets or becomes insolvent, or
(c) Contractual performance is delayed or prevented due to any cause or circumstances. Cancellation by TE Automation under this clause 9.3 shall be without prejudice to TE Automation’s right to recover payment from Buyer for the goods and services previously supplied.
10.1 Goods not manufactured by TE Automation are supplied by TE Automation to Buyer on an “as is” basis without warranty of any kind. However TE Automation shall assign to Buyer, insofar as it is able to do so, the benefit of any condition, warranty or guarantee, express or implied, in TE Automation’s contract with its own supplier.
10.2 TE Automation warrants to perform services with reasonable care and skill and shall investigate any bona fide complaint that any services have been performed unsatisfactorily. If satisfied that such a complaint is justified and as its sole liability to Buyer in respect of that warranty, TE Automation shall supply those services again at no extra charge to Buyer.
10.3 Certain legislation, including the Trade Practices Act 1974, imply warranties or conditions or impose obligations upon TE Automation which cannot be excluded, restricted or modified or which cannot be excluded, restricted or modified except to a limited extent. These conditions must be read and construed subject to such statutory provisions. Where such statutory provisions apply, to the extent to which TE Automation is entitled to do so, its liability shall be limited at its option to:
(a) In the case of supply of goods,
(i) The replacement of the goods or supply of equivalent goods.
(ii) The payment of the cost of replacing the goods or acquiring equivalent goods.
(iii) The payment of the cost of having the goods repaired, or
(iv) The repair of the goods, and
(b) In the case of services,
(i) The supply of the services again, or
(ii) The payment of the cost of having the services supplied again.
11. Limitation of Liability
To the extent permitted by law and subject only to any express exceptions contained in these conditions, TE Automation shall under no circumstances be liable in any way whatsoever to Buyer for any form of loss, damage or expense sustained or incurred by Buyer or any other party in consequence of or resulting in, directly or indirectly, out of the supply of goods or services by TE Automation, the use or performance thereof, any breach by TE Automation of any contract incorporating these conditions or the negligence of TE Automation.
12. Infringement Claims
12.1 TE Automation shall at its own expense and with the legal representatives of its choice, defend or at its option settle any action brought against Buyer to the extent that it consists of a claim that Buyer’s use or re-sale of goods supplied by TE Automation infringe any Australian intellectual property right belonging to a third party, provided that:
(a) Buyer notifies TE Automation in writing of such claim within thirty (30) days of receiving notice of it.
(b) Buyer allows TE Automation complete control of the defence and settlement of the claim, and
(c) The goods in question have not been modified without TE Automation’s approval or used for a purpose other than that for which they were supplied. TE Automation shall pay any final award costs and/or damages in any claim defended by TE Automation under this clause 12.1.
12.2 Buyer shall indemnify TE Automation from or against any award of damages and/or costs made against TE Automation in respect of any claim that goods manufactured or supplied by TE Automation in Accordance with specifications or designs proposed by Buyer, infringe the intellectual property rights of a third Party.
12.3 This clause 12 states TE Automation’s entire liability and the sole remedy of Buyer with respect to any claim that Buyer’s use or re-sale of goods supplied by TE Automation, infringe any intellectual property right belonging to a third party.
13. Law and Jurisdiction
The construction, validity and performance of any contract incorporating these conditions shall be governed by the laws of the state of Queensland and Buyer shall submit to the jurisdiction of the courts of that state.
The Buyer shall comply with all laws and regulations of the Commonwealth and State and Territories of Australia and provide all necessary information to, and obtain all necessary permits, approvals, licences, consent, authorisation and exemptions from, any government authority or other appropriate body in respect of the Buyer’s use, marketing, distribution or re-supply of goods acquired from TE Automation under these conditions of trading, including, but not limited to all applicable export control laws and regulations, such as the customs (Prohibited Exports) regulations.
TE AUTOMATION PTY LTD
ABN 71 642 468 611