Terms & Conditions of Sale (h) Grundfos expressly disclaims responsibility for goods manufactured or supplied by it that: (i) are damaged by accident; (ii) are damaged by abnormal operating conditions, war, violence, storm, cataclysm or other acts of God; (iii) are damaged by equipment being used for any application for which the product is not manufactured or recommended; (iv) are damaged caused by sand, abrasive materials, corrosion due to saline water, hazardous liquid, electrolytic action, liquid temperature beyond the recommended range, cavitation, lightning strike, improper supply voltage or insufficient liquid to enable the product to perform; (v) are damaged by not being installed in accordance with Grundfos installation instructions and accepted codes of good practice; or (vi) are subject to incorrect maintenance or mishandling. Any contaminated goods returned to Grundfos, must be sent in compliance with the Grundfos guidelines for handling grey contaminated waste, which are available to customers upon request. Goods not sent in accordance with these guidelines are considered possibly dangerous and will be returned to the sender, at the sender’s cost. If the customer re-sells the goods, the customer must comply with the ACL, and where permissible, limit its liability to end-user purchasers of goods to the repair, replacement or payment of the cost of repairing or replacing the goods. Warranty Any warranty against defects supplied by Grundfos in respect of the goods is detailed in the applicable Grundfos’ warranty document. The customer acknowledges that any warranty given by the customer to purchasers or end-users in relation to the goods (other than the warranty provided in Grundfos’ warranty document) is not Grundfos’ warranty. Grundfos will not accept claims under any such warranty. The customer warrants and represents that it understands what a ‘duty point’ is insofar as it relates to the goods. The customer must explain what a ‘duty point’ is to any end-user to whom it supplies goods. The customer agrees to indemnify and hold Grundfos harmless against all losses, costs, claims and expenses incurred by Grundfos if the warranty provided by the customer to Grundfos under this clause is found to be false or misleading at any time. Commissioning Unless specifically included in a quotation issued by Grundfos, commissioning is not included in the price set out in a quotation, or in the price for standard goods set out in the Price Book. Commissioning can be requested from Grundfos and will be charged at a fee. Any commissioning is to be done after installation is complete, power and water is available and the specified duty can be achieved. Commissioning test equipment (gauges, flow meters etc) is to be installed by the customer before commissioning at its cost, and operational. Commissioning will be to determine the correct operation of the Grundfos supplied goods, not the whole system. The customer’s failure to meet these commissioning terms may incur an extra fee to the customer, which must be paid as invoiced by Grundfos. Freight charges Standard domestic products listed in the Price Book will be delivered Free in Store (FIS). A freight charge of 0.5% of the product price will apply to the larger/ bulkier product covered under discount codes A0, A4, A8, D2, D3, D4, D5, E1, E3, H1, H3, H4, L1, S2 and Z2. A freight charge of 4% will apply for SQ Flex products with a discount code A2. A freight charge of 1% of the product price will apply to spare parts and service kits with a discount code of M2. Drawings All drawings and descriptions supplied to customers from time to time will remain the property of Grundfos and may not be copied, reproduced, passed onto or in any other way communicated to a third party without permission from Grundfos. The ownership of descriptions necessary for the proper installation, starting, operation and maintenance of the supplied products will pass to the customer upon payment. However, Grundfos may notify that this data is treated as confidential information of Grundfos and is to be handled by the customer accordingly. Documentation Unless otherwise agreed upon by Grundfos in writing, standard Grundfos operating documentation will be provided with all goods. A variation to standard operating documentation requires prior written approval and may be subject to additional costs. 20. Applicable Law Any agreement or contract made between Grundfos and the customer, including any contract made pursuant to these terms shall be deemed to have been made in South Australia and will be governed by the laws of South Australia. The parties submit to the exclusive jurisdiction of the courts of South Australia. 21. Relationship The relationship between the customer and Grundfos is that of independent contractors. 22. Waiver No failure to exercise nor any delay in exercising any right, power or remedy by Grundfos operates as a waiver. A single or partial exercise of any rights, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on Grundfos as the party granting that waiver unless made in writing. 23. Dispute Resolution If any dispute or difference arises in connection with these terms, then the parties to the dispute will negotiate in good faith, using their best endeavours to resolve the dispute or difference expeditiously, in accordance with this clause 21 before initiating any court proceedings. Any dispute or difference arising in connection with this document will be referred in writing to a senior representative appointed by each party who will attempt to resolve the dispute by negotiation in good faith within 10 business days of one party notifying the other of the existence of the dispute. If the senior representatives of the parties fail to resolve the dispute within this, the parties agree to refer the dispute to a mediator to be mutually agreed, or in default of agreement within 5 business days of either party requesting the other to agree a mediator, to be appointed by the President for the time being of the Law Society of South Australia Inc. The mediation is to be held within 10 Business Days of the appointment of the mediator, and the parties will pay equal shares of the mediator’s fees, unless otherwise agreed. If the mediation does not proceed within the agreed timetable or is not successful in resolving the dispute, each party is free to commence legal proceedings to resolve the dispute. Nothing in this clause 21 prevents a party from seeking urgent interlocutory relief. 24. Severance If any provision of these terms is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction, be ineffective to the extent of the prohibition, invalidity or unenforceability without invalidating the remaining provisions of these terms or affecting the validity or enforceability of that provision in any other jurisdiction. 15. 16. 17. 18. 19.
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