Terms & Conditions of Sale

These are the Terms & Conditions upon which Delfab Engineering Pty Ltd (ABN 62 065 246 791) (“company”) sells and quotes for the supply of goods or services to another party (“customer”).

 

1. Governing terms and conditions

These Conditions will not supersede or replace any existing terms and conditions unless otherwise notified by Delfab, any such existing agreement will continue in full force.

 

2. Prices/Quotations

2.1 Customer shall purchase from Delfab Engineering Pty Ltd at the price(s) set within Delfab’s quotation. Prices are subject to adjustment on account of specifications, quantities, raw materials, cost of production, shipment arrangements, customer delays in delivery, or other terms that were not part of the original quotation.

2.2 Unless previously withdrawn, a quotation is valid for 30 days or such other period as stated therein unless previously altered or withdrawn by the company, notwithstanding that every quotation given by the company is subject to the continuing availability of the goods the subject of the quotation.

2.3 Customers’ order requiring processing of goods to the customer’s specification must be accompanied by a written purchase order.

2.4 The company shall not be bound by any conditions attaching to the customer’s order or acceptance of a quotation and, unless such conditions are expressly accepted by the company in writing, the customer hereby agrees and acknowledges that such conditions shall not apply.

2.5 Unless otherwise stated in writing by the company, prices quoted shall be exclusive of handling, delivery, agents charges, sales tax and any other applicable taxes and duties imposed by government authority. Any charge, duty, sales tax or other expenditure which is not applicable at the date of the quotation or sale invoice but which is subsequently levied upon the company in relation to the quotation or sales invoice as a result of any legislation, regulation or governmental policy shall be paid by the customer.

2.6 A quotation contains commercially sensitive information and in receiving a quotation, the customer shall not disclose such information, in total or part, to a third party.

 

3. Terms of payment

3.1 Goods and services are supplied on a cash only basis, except when a customer has a credit trading account with the company, in which case payment by the customer is due as per agreed time frame. If the customer fails to make payment in accordance with this clause, all amounts owing by the customer on all its accounts with the company shall immediately become due and payable. Outstanding amounts shall bear interest at the rate per annum of 2% above ANZ’s benchmark lending rate as from time to time applicable.

3.2 The customer shall be liable for legal or other costs incurred by the company in the recovery or attempted recovery of any amounts due and payable by the customer.

3.3 The company’s credit facility with the customer may be withdrawn at any time, without notice, at the discretion of the company.

 

4. Inspection and acceptance

4.1 The customer shall examine all goods immediately on delivery and shall be deemed to have accepted that the goods are of the description, quality and quantity ordered, unless particulars are notified to the company in writing within 3 working days after delivery,

after which the company shall not be liable for claims of this nature unless required by law.

4.2 If the goods were defective or did not comply with the contract documentation and such defect or noncompliance was not apparent after the customer or its agent’s careful inspection and testing, the customer shall immediately advise the company in writing on discovering such defect or noncompliance.

 

5. Returns

Goods processed to the customer’s specifications are not returnable.

 

6. Passing of property and risk

6.1 Legal ownership of the goods shall not pass to the customer until those goods and other goods supplied by the company to the customer have been paid for in full.

6.2 Where payment is not received by the company by the due date or in the event of a receiver being appointed to the customer, or a petition being presented for the winding up of the customer or the customer being declared insolvent or bankrupt, the customer shall, should the company so require, deliver up the goods to the company failing which the company by its servants or agents is hereby irrevocably authorised to enter any premises of the customer where the goods may be situated and take possession thereof. The company shall not be liable for any costs, losses, damages, expenses or any other moneys or losses suffered by the customer as a result of the company taking repossession of the goods. The customer further agrees to indemnify the company against all claims against the company arising from the company taking repossession of the goods.

6.3 In the event of the company being unable to recover the goods pursuant to clause 6.2 hereof the company shall be entitled to maintain an action for the sale price of the goods notwithstanding that it retains legal ownership of the goods and all legal costs and expenses incurred by the company in the recovery of any unpaid account shall be paid by the customer with such legal fees to be charged on a solicitor/client basis.

 

7. Delivery of goods

7.1 Dates for delivery of goods are given for information purposes only and shall not form part of the contract of sale. Any delay in the delivery of goods does not constitute a breach of contract and the customer is not entitled to nullify the contract or to any other redress or compensation unless guaranteed in writing in the contract documents by the company.

7.2 The company shall make all reasonable efforts to deliver goods on the date agreed between the parties, but shall not be responsible for any consequential, indirect or other loss arising as a result of any failure by the company to deliver the goods at any agreed time or within a reasonable period.

7.3 If in the performance or observance of its obligations the company is prevented, restricted or affected by reason of a force majeure including strike, lockout, industrial dispute, raw material shortage, breakdown of plant, transport or equipment, late receipt of customer’s specifications, delay caused by any agent, sub-contractor or supplier with the manufacture, processing or delivery of the goods or any other cause beyond the reasonable control of the company, the company may extend the time for the delivery for a reasonable period or may notify the customer that it is unable to fulfill all or part of the contract and may cancel the contract in whole or in part without incurring any liability whatsoever.

7.4 If the delivery of the goods is delayed or likely to be delayed by reason of the factors in clause 7.3, and the delay is likely to continue for an extended period of time that the customer is required to purchase substitute goods and the customer provides evidence that its operations are seriously affected or being in breach of a contractual agreement with a third party, the company at the request of the customer in writing, may agree to the cancellation of the delivery of the goods.

7.5 The method of delivery of the goods will be at the company’s discretion and at the cost of the customer unless as specified under the terms of the contract. The company reserves the right to charge the customer any charges or costs incurred including for storage of the goods, demurrage tariffs, delayed or non-acceptance of the goods by the customer and for any unforeseen requirements not stipulated in the contract documentation.

 

8. Warranty and indemnities

8.1 Subject to the standards and technical specifications of the goods supplied, the company does not authorise or make any undertaking as to the quality of the goods or their suitability for any application. The customer is responsible for satisfying itself that the goods are suitable for their intended use or application before incorporating, processing or manufacturing them for such purposes or use.

8.2 Notwithstanding any other provision of these terms and conditions, subject to the qualifications contained in the Trade Practices Act 1974, if the company is liable for breach of a condition or warranty implied by this Act, the company’s liability for such breach including location of any defect shall be limited to: (a) in the case of goods, as determined by the company, any one of: (i) the replacement of the goods; (ii) the repair of the goods; (iii) the

payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; and (b) in the case of services, as determined by the company, either: (i) the supplying of the services again; or (ii) the

payment of the cost of having the services supplied again.

8.3 Subject to clause 8.2 all conditions, warranties and representations not expressly contained in these terms and conditions are expressly negated and excluded; no conditions,

warranties, representations, statements, inducements or collateral contracts have been made, are implied or are relied on by the customer.

8.4 The company shall not be under any liability of any nature whatsoever to the customer or any other person for loss, damage, death or injury including any consequential loss or loss of profit either resulting from or in with connection with the use and delivery to the customer of the goods prepared, manufactured or dispatched according to the drawings, models, descriptions, analyses, prescriptions other specifications submitted by the customer, including but not limited to, action for alleged infringement of copyright, patents, registered design or trademarks or due to a defect or fault in the goods or by reason of the goods being unsuited for the purpose of the customer. The customer agrees to indemnify the company from and against all claims, actions, suits, demands, costs, loss, damages and expenses (including but not limited to all legal expenses on a solicitor/client basis) suffered or incurred by the company or by any other person arising out of the use of the goods by the customer or any agent, employee, sub-contractor, invitees or servant of the customer at any time or in connection with the services provided by the company in respect of the goods and/or delivery to the customer of the goods.

 

9. Advice

9.1 Subject to clause 8 above, any advice, recommendation, information, assistance or service provided by the company in relation to goods supplied or manufactured by it in respect of their uses or application is given in good faith and such advice, recommendation, information, assistance or service is given without liability on the part of the company and it shall be the responsibility of the customer to confirm the accuracy and reliability of the same in light of the uses to which the customer makes or intends to make of the goods.

 

10. Right to terminate contract

10.1 The company shall be entitled, without prejudice to its other rights and remedies, to terminate or suspend the whole or any part of this contract and any other contract between the company and the customer, if the customer fails to adhere to any of the terms and conditions of sale and service or if the customer obtains an unfavourable report on the customer’s financial standing; or if the customer becomes insolvent, enters into any composition or arrangement with its creditors, or a manager, receiver or provisional liquidator or liquidator or administrator is appointed to the customer’s business.

 

11. Governing law

11.1 These terms and conditions and any contract including them shall be governed and construed in accordance with the laws and regulations of Victoria/Australia.

 

Effective from 1^st January, 2023

 

Delfab Engineering Pty Ltd

9 Della Torre Road, Moe Vic 3825

(03) 5126 1425