Terms & Conditions of Sale 1. Interpretation In this document: (a) ‘ACL’ means the Australian Consumer Law contained as Schedule 2 of the Competition and Consumer Act 2010 (Cth). (b) ‘claim’ means any claim, action, proceeding, loss, damage, cost,expense or liability whatsoever incurred or suffered by or brought or made or recovered against any person and however arising (whether or not presently ascertained, immediate, future or contingent). (c) ‘Corporations Act’ means the Corporations Act 2001 (Cth). (d) ‘customer’ means the person(s) or body(ies) corporate to whom these terms and conditions are directed. (e) ‘due date’ means the last day of the month following the month in which the price for the goods has been invoiced by Grundfos to the customer. (f) ‘goods’ means all goods ordered from Grundfos by the customer, whether custom goods or standard goods. (g) ‘Grundfos’ means Grundfos Pumps Pty Ltd (ACN 007 920 765). (h) ‘GST Law’ means A New Tax System (Goods & Services Tax) Act 1999 (Cth) and Regulations and any other similar or related Act or Regulation. (i) ‘Price Book’ means Grundfos’ published price list for standard goods, as varied and updated from time to time. (j) ‘Privacy Act’ means the Privacy Act 1988 (Cth). (k) ‘PPSA’ means the Personal Property Securities Act 2009 (Cth) and Regulations. (l) ‘terms’ means these terms and conditions of sale. Nothing in these terms shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the under the ACL) and which by law cannot be excluded, restricted or modified. Quotations and contract Grundfos will issue a quotation to the customer for the supply of custom goods as requested by the customer. A quotation issued by Grundfos is an invitation by Grundfos for the customer to make an offer to purchase the goods on these terms and the terms (including price) specified in the quotation. The publication of the Price Book by Grundfos is a general invitation for customers to make an offer to purchase the standard goods and spare parts set out in the Price Book at the prices specified in the Price Book and on these terms. Unless previously withdrawn Grundfos’ quotations are valid for a period of 30 days from the date of issuance. If the customer wishes to accept an invitation made by Grundfos through the submission of a quotation or publication of the Price Book, and make an offer to purchase the goods, it must submit an order to Grundfos that is consistent with the terms of the quotation or Price Book (as applicable) and these terms within this period. Once an order is submitted in response to an invitation of Grundfos, it will be accepted by Grundfos in its sole and absolute discretion. A contract between the parties comes into effect on these terms to the exclusion of all others only when Grundfos accepts an order submitted by the customer. Acceptance of the order of a customer by Grundfos will be deemed to occur when Grundfos delivers goods to the customer, or otherwise when Grundfos confirms its acceptance in writing prior to delivery. Grundfos can reject an order by notice in writing to the customer, and if Grundfos does not deliver goods or issue a written acceptance to the customer, it will be deemed to have rejected the customer’s order. By submitting an order to Grundfos, either in response to a quotation or the Price Book, the customer is warranting and representing to Grundfos that it has read and understood these terms, accepts them in full, and agrees to comply with them. Prices All prices in the Price Book are current at the time of issue; however Grundfos reserves the right to vary these prices at any time with 7 days prior written notice. An order processing fee of $15 per order applies. Orders received via the Grundfos Extranet will not incur the order processing fee. A call out fee of $300 will apply for goods dispatched outside of normal working hours. Customer changes to specifications, after acceptance of order, may incur additional design costs. These must be paid by the Customer as invoiced by Grundfos. Grundfos reserves the right to introduce other charges and fees and to vary these at any time with 7 days prior written notice. Goods and services tax The customer must pay GST on all Grundfos’ goods and services in addition to any other amount that is required to be paid by the customer to Grundfos under these terms. The GST payable by the customer will appear as a separate line on the invoice. 5. Payment The customer must make payment for goods by the due date. A settlement discount may be specified on the invoice, and if so, is offered for payments which are received by the due date, provided that there are no overdue amounts owed. Payments for overdue amounts or payments received after the last day of the month are not eligible for settlement discount. Grundfos reserves the right to commence recovery action on any overdue amount without notice to the customer. Any legal or collection costs incurred in the recovery of any overdue amounts will be recoverable from the customer. If the customer fails to pay Grundfos any sum when due, Grundfos shall be entitled to charge interest at the rate of 1.5% per month on the overdue amount after the due date. Delivery Any delivery date quoted is an estimate only based upon information available at the time of quoting and Grundfos shall not be liable for late delivery or non-delivery. Delivery of goods will be to the customer’s address or outlet identified by the customer in its order and accepted by Grundfos. Request for split deliveries may be accepted at Grundfos’ discretion but may incur an extra fee. If the customer fails to take delivery of goods supplied, unless there is agreement to the contrary in writing, the customer must make payment as if delivery has been made. The customer will at its expense be responsible for all costs associated with the unloading of goods. Grundfos may refuse to deliver further product/s where the customer is in default of Grundfos’ payment terms. Acceptance Upon delivery of the goods to the customer, the customer will be deemed to have accepted the goods. Immediately on receipt of the goods, the customer must make sure that all parts are intact and in compliance with their order and must notify Grundfos of any damage or non-compliance. If the customer does not do so within 24 hours of delivery, the goods will be deemed to have been delivered in an undamaged state and in conformance with the customer’s order. Retention of Title (a) Title in and to any goods will not pass to the customer until all amounts owed by the customer to Grundfos in respect of those goods have been paid in full. (b) The customer acknowledges that until title in and to the goods passes to the customer in accordance with this clause 8: (i) the customer holds the goods as bailee for Grundfos; (ii) the customer must store the goods separately and in such a manner that they are clearly identified as the property of Grundfos; (iii) Grundfos is entitled at any time to demand the return of the goods and, except where the customer is an individual, Grundfos is entitled without notice to the customer and without liability to the customer to enter (or have its representatives enter) the customer’s premises (or the premises of any ‘related body corporate’ (as defined in the Corporations Act) or agent of the customer) where the goods are located, without liability for trespass or any resulting damage, in order to search for and retake possession of the goods; and (iv) to keep or re-sell any goods repossessed pursuant to clause 8(b)(iii) above. (c) The customer acknowledges that if the goods or products incorporating the goods are sold, leased or otherwise dealt with before title in and to the goods passes to the customer in accordance with clause 8(a), the customer must hold the proceeds of any such sale, lease or dealing on trust (as represented by the invoice price of the goods sold, leased or dealt with) in a separate identifiable account as the beneficial property of Grundfos and must pay such amount to Grundfos immediately upon request by Grundfos. Notwithstanding the foregoing, and without affecting any other provision of these terms, Grundfos is entitled to maintain an action against the customer for any amounts owing by the customer to Grundfos under these terms. (d) Without limiting the generality of clause 10 of these terms, if title in and to the goods has not passed to the customer in accordance with this clause 8, the customer’s implied right to sell, lease or deal with the goods will immediately terminate upon the happening of any of the following events in respect of the customer: (i) the customer makes default in any payment or is unable or states that it is unable to pay its debts as they fall due; or 6. 7. 2. 8. 3. 4.
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