Terms & Conditions

1. Definitions

In these conditions:

“Supplier” means DELRICO SERVICES PTY LTD (ABN 84 361 768 704) of Factory 12, 1 Box Road, Taren Point, NSW 2229, Australia;

“Customer” means a person, firm or corporation seeking to acquire goods or services from the Supplier and if there is more than one these Conditions bind them jointly and each of them severally;

“Conditions” means these Conditions of Sale;

“Goods” means the products and, if any, services supplied by the Supplier to the Customer;

“Services” means services supplied by the Supplier to the Customer.

2. Basis of Contract

2.1 Unless otherwise agreed by the Supplier in writing, these Conditions apply exclusively to every contract for the sale of Goods or Services by the Supplier to the Customer and cannot be varied or supplanted by any other condition(s) including those that may be proffered by a Customer or printed on a Customer’s purchase order or other documentation without the prior written consent of the Supplier.

2.2 Any written quotation provided by the Supplier to the Customer in respect of the proposed supply of Goods or Services is deemed an invitation only to the Customer to place an order based upon that quotation. Unless otherwise agreed by the Supplier in writing, quotations are valid for 7 days from the quotation date. Prices shown on any price list are subject to change without notice.

3. Payment

3.1 Payment for goods and services must be made within 7 days of the date of the Supplier’s invoice unless otherwise specified by the Supplier.

4. Payment Default

4.1 If the Customer defaults in payment by the due date of any amount payable to the Supplier, then all money which would become payable by the Customer to the Supplier at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer, and the Supplier may, without prejudice to any other remedy available to it: -

(a) charge the Customer Interest on any sum due at the prevailing rate pursuant to the Civil Procedure Act, 2005 (NSW) for the period from the due date until the date of payment in full;

(b) charge the Customer for all expenses and costs (including legal costs on a solicitor/own client basis) incurred by it in taking whatever action it deems appropriate to recover any sum due;

(c) cease or suspend for such period as the Supplier thinks fit, supply of any further Goods or Services to the Customer without liability to the Customer or any third party for any loss or damage whether of a direct or consequential nature;

(d) by notice in writing to the Customer, terminate any contract with the Customer so far as unperformed by the Supplier, without liability for any direct or indirect loss or damage that may be caused to the Customer or any third party and without any effect on the accrued rights of the Supplier under any contract.

damage suffered by the Customer (whether direct or consequential) or any third party for failure to meet any estimated date.

8.2 Unless otherwise agreed by the Supplier in writing, Goods supplied shall be of such commercial quality and standard as the Supplier generally applies to such types of goods.

8.3 A completed driver's manifest, carrier's consignment note or delivery docket whether signed by the driver or by the Customer or its employee or agent will be proof of delivery of goods invoiced.

9. Liability

9.1 Except as specifically set out herein, any term, condition or warranty in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture or performance of the goods or services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.

9.2 Subject to and to the extent permitted by the law applicable to the sale of goods or supply of services, replacement or repair of the Goods or re-supply of the Services is the absolute limit of the Supplier's liability howsoever arising under or in connection with the supply of the Goods or Services, the description, quality, condition, performance, assembly, manufacture, merchantability or fitness for purpose of the Goods or Services or alternatively the sale, use of, storage or any other dealings with the Goods or the serviced items by the Customer or any third party.

9.3 The Supplier is not liable for any direct, indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party.

9.4 Nothing in the Conditions is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Commonwealth Law applicable to the sale of goods or supply of services which cannot be excluded, restricted or modified.

9.5 Any advice, recommendation, information or assistance provided by the Supplier in relation to the Goods or Services supplied by it or their use or application is given in good faith, is believed by the Supplier to be appropriate and reliable, however, it is provided with a disclaimer for any liability or responsibility on the part of the Supplier.

10. Warranty

10.1 The Supplier is not liable for and the buyer releases the Supplier from any claims in respect of faulty or defective design of any goods supplied unless such design has been wholly prepared by the Supplier and the responsibility for any claim has been specifically accepted by the Supplier in writing.

10.2 Except as provided in these conditions, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded. The Supplier is not liability for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, layout, assembly, installation or operation of the goods or arising out of the Supplier’s negligence or in any way whatsoever.

10.3 All goods supplied by the Supplier and any costs for warranty claims to the Supplier shall specifically exclude the Supplier from any liability arising from the supply or use of the Goods for consequential costs and losses, damages or otherwise and the Customer hereby releases and discharges the Supplier from all such liability.

4.2 The remedies in clauses 4.1 (c) & (d) may also be relied upon, at the option of the Supplier

(a) where the Customer is an individual and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally; or

where the Customer is a corporation and, it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Customer.

5. Ownership

5.1 Until full payment in cleared funds is received by the Supplier for all Goods supplied by it to the Customer, as well as all other amounts owing on any account to the Supplier by the Customer:

(a) title in the Goods remains with the Supplier;

(b) the Customer holds the Goods as fiduciary bailee and agent for the Supplier;

(c) the Supplier may without notice, enter any premises where it suspects the Goods may be and remove them, notwithstanding that they may have been attached to other goods not the property of the Supplier, and for this purpose the Customer irrevocably licenses the supplier to enter such premises and also indemnifies the Supplier from and against all costs, claims, demands or actions by any party arising from such action;

(d) Not withstanding anything in this clause, responsibility for risk in the Goods shall pass to the Customer upon delivery.

6. Pricing

6.1 Unless otherwise stated all prices quoted by the Supplier are net, exclusive of goods and services tax.

6.2 Prices quoted are those ruling at the date of issue of quotation and are based on rates of freight, insurance, exchange, shipping expenses, sorting and stacking charges, customs duties, cartage, rate of wates, cost of materials and other charges affecting the cost of production ruling on the date is made.

6.3 If the seller makes any alterations to the price of the goods or to any of their inputs either before acceptance of or during the currency of the contract, these alterations are for the buyer’s account.

6.4 Unless otherwise agreed by the Supplier in writing, prices for the supply of goods and services are inclusive of all costs for warranty claims including warranty for design or fitness of products for use.

7. Risk and Insurance

7.1 The risk in the goods and all insurance responsibility for theft, damage or otherwise in respect of the Goods will, unless agreed in writing to the contrary, pass to the Customer upon delivery of the Goods to the Customer.

8. Performance of contract/delivery

8.1 Any period or date for delivery of Goods or provision of Services stated by the Supplier is intended as an estimate only and is not a contractual commitment. The Supplier will use its best endeavours to meet any estimated dates for delivery of the Goods or completion of the Services but will in no circumstances whatsoever be liable for any loss or

10.4 A warranty claim is only payable when a settlement agreement is signed and sealed by both Customer and Supplier.

11. Returned Goods

11.1 The Supplier is not under any duty to accept goods returned by the customer and will do so only on terms to be agreed in writing in each individual case.

11.2 If the Supplier agrees to accept returned goods from the customer under paragraph 11.1 of this clause, the customer must return the goods to the Supplier at the Supplier’s place of business referred to at the head of these conditions.

12. Goods Sold

All goods to be supplied by the Supplier to the customer are as described on the purchase order agreed by the Supplier and the customer and the description on such purchase order modified as so agreed prevails over all other descriptions including any specification or enquiry of the customer.

13. Cancellation

13.1 If, through circumstances beyond the control of the Supplier, the Supplier is unable to effect delivery or provision of the Goods or Services, then the Supplier may cancel the Customer's order (even if it has already been accepted) by notice in writing to the Customer. The Supplier will be under no liability to the Customer or any third party for any damages or losses, direct or indirect, resulting from such cancellation.

13.2 No purported cancellation or suspension of an order or any part thereof by the Customer is binding on the Supplier after that order has been accepted by the Supplier.

13.3 Notwithstanding clause 13.2. the Supplier may agree to suspend or cancel an order or any part thereof subject to that agreement being in writing and the Customer paying to the Supplier what the Supplier considers to be a fair and reasonable amount to fully compensate it for any costs, expenses, loss of profit and consequential damage that it has or may suffer in relation to such suspension or cancellation.

14. Binding on Parties

These terms shall be binding on the Supplier and Customer, their heirs, executors, administrators and permitted assigns.

15. Governing Law

The parties hereto agree that the applicable law in relation to this Agreement is the law of New South Wales and to submit to the non-exclusive jurisdiction of the Courts of New South Wales.