TERMS AND CONDITIONS OF SALE
- PARTIES TO AGREEMENT: The parties to this agreement are the Company to whom which the quote or invoice accompanying this document is addressed to, hereinafter referred to as the “Purchaser”
Costec Pty Ltd, ABN 286 270 001 40 of 3/36 O’Riordan Street Alexandria NSW 2015, hereinafter referred to as the “Seller”
- This Agreement shall be a binding contract between the parties for the sale of the equipment as outlined in the above Quote.
- This Agreement consists of the Quote and these Terms and Conditions and supersede any previous communications, representations or agreements between the parties whether oral or written regarding purchase of the equipment which is the subject of the Quote.
- Any additional or different terms hereafter submitted by the Purchaser will be of no effect unless expressly agreed in writing by the Seller.
- Payment in full is due within 14 days after the date of invoice unless otherwise agreed in writing by
- Delivery of Equipment will take place within a reasonable period of time after receipt of payment in full made by the Purchaser to the Seller. If due to unforeseen circumstances beyond the Seller’s control, the delivery is delayed, The Seller shall be entitled to make part delivery, suspend delivery or other performance, or extend delivery time of the equipment, for the period during which such circumstances or cause of delay operates. In the event of such suspension or extension, The Seller shall not be liable for any damages incurred by the Purchaser as a result of same.
- Acceptance of the Equipment by Purchaser is deemed to occur on receipt of the Equipment by Purchaser.
- All title and risk of loss shall pass to Purchaser upon delivery of the Equipment to the Purchaser. All delivery dates are approximate. The Seller will deliver in one delivery when possible but reserves the right to make delivery in parts or installments, if In the event of loss or damage in transit, the Purchaser’s payment obligations will not be affected, and the Seller will act as the Purchaser’s agent in making any necessary insurance claim. Unless the amount due has been paid in full, any insurance proceeds shall first be paid to Seller and any excess amounts paid to Purchaser.
- If the design of the Equipment is changed prior to shipment, the Seller shall notify the Purchaser, and the Purchaser shall be entitled to cancel delivery of the changed Equipment only and receive a refund of any money paid to the Seller for the The foregoing shall be the Purchaser’s sole remedy for any change to the Equipment prior to shipment, and the Seller shall have no other liability whatsoever for any such change.
- The parties agree that the Seller will provide a warranty as to the mechanical and technical use of the Equipment only. This warranty shall continue for a period specified in the Quote, or if no such period is specified, for twelve (12) months from the date of the Purchaser’s receipt of the Equipment. During the warranty period, the Seller shall repair the Equipment upon receiving written notice of a defect in the equipment. Such repair shall be the Seller’s sole obligation and the Purchaser’s sole remedy. The foregoing limited warranty shall be void and of no effect if:
- (a) anyone other than the Seller or a person acting on behalf of the Seller removes the Equipment casing or makes or attempts to make any modifications, repairs, attachments or additions to the Equipment or installs or moves Equipment for which installation is required;
- (b) the Equipment is not maintained or operated in accordance with instructions,
- (c) the Equipment has been subjected to misuse, abnormal conditions or negligent handling or operation; or
(d) the Equipment is resold, leased or rented to or for the use by any person other than the Purchaser. Except as may be stated in the Quote, used and refurbished Equipment do not have any warranties.
- No representation or warranty will be implied from any description of the Equipment or its effectiveness or ability to achieve any particular clinical results, whether written or oral, contained in specifications, samples, bulletins, marketing or promotional materials or similar statements made or furnished to Purchaser by any Use of the Equipment requires the exercise of sound medical judgment, and clinical results may vary based on operator skill and experience, patient suitability, patient response to treatment, and other factors beyond the control of the Seller. The Seller makes no representation or warranty of revenue or profits from use of the product, and no such representation or warranty shall arise from projections, studies, illustrations, marketing or promotional material, or other statements made to Purchaser.
- The above limited warranty is exclusive and in lieu of all other representations and warranties of The Seller, express or implied, written or oral; The Seller disclaims and excludes any implied warranty, including, without limitation, warranties of merchantability and fitness for a particular In no event shall The Seller be liable for loss of use, loss of profits, punitive damages, legal fees and expenses, consequential, incidental or special damages, or any other direct or indirect damages whatsoever.
- The Purchaser does not rely upon any warranty or representation made by the Seller or the Seller’s agent except such as are expressly provided for in this Agreement. The Purchaser has relied entirely on their own enquiries about the Equipment.
- The purchase and sale of the Equipment hereunder to Purchaser shall in no way be deemed to transfer or assign upon the Purchaser any right, interest or license in any patents, patent applications, designs, copyrights, trademarks, service marks, trade names or other intellectual property rights the Seller may have covering the Equipment. The Seller hereby reserves all such rights. The Purchaser warrants that it will not, and will not permit or assist any other person or entity to, divulge, disclose, or in any way distribute or make use of such intellectual property, and that it will not, and will not engage, permit or assist any other person or entity to, modify, reverse engineer or manufacture any such
- If the Purchaser is a company, it is an essential provision of this Agreement that the director(s) of such company jointly and severally guarantee to the Seller the due and punctual performance and observance by the Purchaser of its obligations under the contract and indemnify and keep indemnified the vendor against all loses, damages, liabilities, costs and expenses accruing to the vendor resulting or arising from any of the obligations on its part to be performed or observed.
- This Agreement binds the Purchaser, regardless of any financing arrangements. The Purchaser may not assign its rights or delegate its obligations hereunder except with the prior written consent of The Seller (which consent may be withheld in its sole discretion).
- In the event of a conflict between these Terms and Conditions and any other part of this Agreement, whether written or oral, these Terms and Conditions shall prevail. This Agreement may be signed by facsimile (including electronic attachments) and in counterparts such that when taken together they shall constitute a single binding
- The Purchaser must keep the terms of this Agreement confidential, save for any necessary disclosure to their respective legal and financial advisers.
- Governing law; jurisdiction and venue; time This Agreement shall be governed by and construed according to the laws of New South Wales, Australia, exclusive of conflicts of law provisions that would permit or require the application of the laws of a different jurisdiction. The Purchaser agrees that any action for enforcement of this Agreement or any other dispute arising hereunder shall be filed exclusively in courts sitting in New South Wales, Australia, and the Purchaser hereby consents and waives any objection to the jurisdiction and venue of such courts.
- This instrument contains the entire and only agreement between the parties hereto relating to the subject matter hereof, and any representation, affirmation of fact and course of prior dealings, promise or condition in connection therewith or usage of the trade not incorporated herein shall not be binding on either party. This instrument is not binding on either party until signed by authorized representatives of Costec and the Purchaser. Terms and conditions set forth which differ from, conflict with or are not included in the terms and conditions set forth in this document shall not become a part of any agreement between us and the purchaser unless such terms and conditions are specifically accepted by both parties in writing.