Innologic Pty Ltd -Terms and Conditions of Sale
Throughout these provisions the expression “Company” shall mean Innologic Pty Ltd, who is submitting this quotation and the expression “Customer” shall mean the person, firm or corporation to whom this quotation is addressed. These provisions (subject only to amendments thereto agreed in writing by the Company) and the law of the place where this quotation is issued by the Company shall exclusively govern this quotation and any contract between the Company and the Customer which shall only arise upon written acceptance by the Company of an order from the Customer based on this quotation. The placing of an order by the Customer based on this quotation shall constitute acceptance by the Customer of such provisions and agreement that the same shall supersede and prevail over all terms and conditions contained in the order or in correspondence or otherwise.
Unless otherwise specified in the offer, payment shall be made on day of commissioning of equipment. Any monies outstanding after 30 days shall bear interest at the rate of 1.5% per month.
(a) Prices of Equipment not of Innologic manufacture may be varied by Innologic Pty Ltd on the basis of prices charged to Innologic Pty Ltd.
(b) Innologic reserves the right to correct all typographical or clerical errors which may be present in the prices or specification of this quotation.
The Company retains title until Customer performs all of its obligations hereunder including, without limitation, payment in full of the purchase price, a purchase money security interest in the Equipment, including all accessories and replacements thereto and the proceeds thereof, to secure performance of all of such obligations of Customer. Customer agrees promptly upon demand by Company to execute any financing statement, applications for registration and like documents and to take any other action deemed necessary or desirable by Company in order to perfect Company’s security interest hereunder. In addition, Customer hereby appoints Company its attorney-in-fact to prepare sign and file or record for Customer in Customer’s name, and any such documents. The Customer shall keep the equipment in good order and repair until the purchase price has been paid in full. Customer shall not attempt to transfer any interest in the Equipment until the purchase price has been paid in full.
The customer may cancel his order only with written consent and upon payment of 10% of the original contracted amount to Innologic Pty Ltd. An order may be cancelled by the Company if the Company has attempted to delivery the goods or install the goods at reasonable times and the client has not granted access for such delivery or installation to be completed within 30 days of the first arrival date.
The customer shall pay a re-stocking fee as determined by the Company.
On delivery of equipment to customer premises, the risk of loss or damage to equipment shall pass from the Company to the Customer. The Customer shall ensure that adequate Insurance cover for the equipment is in place, in the event of any consequential loss that may occur on the
Customer acceptance of the equipment is when the unit or system is deemed to be clinically useable by the Company.
Manufacture and Final Assembly
The Company reserves the right to utilise refurbished components in the manufacture of the Goods (including products, options and upgrades) and to the extent that such components are utilised, they shall be subjected to the same inspection and quality control procedures as all other materials used in the manufacture of the Goods and shall be subject to warranty to the same extent as non-refurbished components of the same kind.
The customer shall provide a suitable environment for the Equipment with all facilities prescribed by the Company. Equipment Purchased under this Agreement shall be installed by the Company. Upon installation, the Company shall demonstrate the Equipment. The Company’s obligation under this section, unless otherwise agreed by the Company, be performed during the Company’s normal working hours.All quotations include installation under normal conditions. Where site limitations exist, any extraordinary costs involved with the installation will be charged to the purchaser at their cost to Innologic Pty Ltd.
Warranty and Limitation Liability
The Company warrants that, for a period (The “Warranty Period”) ending twelve (12) months from the date of shipment of the Equipment by Company the Equipment shall be free from defects in material and workmanship. Company’s sole liability under valid warranty claims shall be limited at Company’s option to repair or replacement of defective parts. All warranty replacement or repair of parts shall be limited to Equipment malfunctions which, in the reasonable opinion of Company are due and traceable to defects in original material and workmanship. In order to enable Company properly to administer this warranty, buyer shall notify Company promptly in writing of any claims and shall provide Company with opportunity to inspect and test each item claimed to be defective. Such inspection may at Company’s option be at Customer’s premises or at Company’s plant (in which event Customer shall pay costs of transportation to Customer’s plant). Adjustments shall be contingent upon Company’s examination disclosing that defects have not been caused by misuse, abuse, improper application, unauthorized repair, alteration, accident or negligence. Geographic relocation of Equipment may, at Company’s option reasonably exercised, result in the exclusion of the Equipment from warranty coverage. This warranty shall not apply to electron tubes, lamps, fuses, batteries, recording heads, and similar parts which carry separate warranties based upon usage.
THE WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER CONCERNING THE EQUIPMENT OR ITS USE OR PERFORMANCE, CUSTOMER HEREBY WAIVERS ANY CLAIM IT MAY HAVE AGAINST COMPANY FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND WHATSOEVER CAUSED BY THE EQUIPMENT OR ANY DEFECT THEREIN, THE USE OR MAINTENANCE THEREOF, OF ANY SERVICING OR ADJUSTMENT THERETO, NOT EXPRESSLY COVERED BY THE WARRANTIES CONTAINED HEREIN.
CUSTOMER FURTHER AGREES THAT COMPANY WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, FOR ANY LOST PROFITS, OR FOR ANY CLAIM OR DEMAND AGAINST THE CUSTOMER BY ANY OTHER PARTY. COMPANY’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE PURCHASE PRICE.