Total Turnkey Solutions, Adept Electronic Solutions join forces
"Merger Creates Largest Vision Services Firm" - PACE Magazine June 2011 ....Read More
|TERMS AND CONDITIONS|
ADEPT TURNKEY PTY LTD
ACN: 65 150 595 252
a. Unless otherwise agreed to in writing by Adept Turnkey Pty Ltd (AT) all quotations expire fourteen (14) days after the date of the
quotation or, if earlier, the end of the ordering period of any purchase agreement against which the quotation is issued. All prices quoted are
valid only if Buyer’s requested delivery date (including any change orders) is within six (6) months of the date on which the original order is
b. Unless quoted as such, or otherwise agreed to in writing by AT, all prices quoted are in Australian dollars exclusive of any and all
taxes or duties. Such taxes or duties shall be for the Buyer’s account and appear as separate items on AT’s invoice.
c. All prices quoted are fixed in Australian dollars, except where the relevant US$/A$ exchange rate, if applicable, moves by more than
2% from the date of quotation to date of order receipt, AT reserves the right to requote.
2. PAYMENT TERMS/PASSAGE OF TITLE
a. Unless otherwise agreed to in writing by AT, Buyer shall pay all invoices issued within fourteen (14) days from the date of invoice.
AT reserves the right to change the credit terms at any time, when in AT’s opinion Buyer’s financial condition or previous payment record of
Buyer so warrants. Fourteen (14) day payment terms are subject to approval by AT’s Credit Department. Should Buyer become delinquent in
the payment of any sum due AT, after ten (10) days from the date of written notice to Buyer AT shall not be obligated to continue performance
under any agreement with Buyer.
b. Title and property in the goods remains with Seller and Buyer agrees to hold the goods as bailee for Seller until payment in full to
Seller for the goods.
3. DELIVERY DATES
a. Shipments of any products purchased are subject to AT’s availability schedule. AT shall make every reasonable effort to meet any
deliver date(s) quoted or acknowledged. However, AT will not be liable for its failure to meet such deliver date(s).
b. Buyer shall take deliver of the goods at the Buyer’s nominated delivery address and risk in respect of the goods shall pass on such
4. DELAYS IN PERFORMANCE
AT shall not be liable for any delay in performance hereunder due to unforseen circumstances or due to causes beyond its control including but
not limited to acts of nature, acts of government, labour disputes, delays in transportation, and delays in delivery or inability to deliver by AT’s
5. SHIPMENT, RISK OF LOSS & PACKAGING
a. AT shall ship in accordance with Buyers’ shipping instructions. In the absence of specific instructions or if Buyer’s instructions are
deemed unsuitable, AT reserves the right to ship by the method which AT considers to be the most appropriate.
b. Unless otherwise agreed to in writing by AT, risk of loss and damage shall pass to Buyer at the time and place of delivery at the FIS
point specified by Buyer in its purchase order.
c. Unless otherwise agreed to in writing by AT, all products shall be packed, if appropriate, for shipment and storage in accordance with
standard commercial practices.
6. ORDER OF PRECEDENCE
a. These Terms and Conditions of Sale and any attachments take precedence over Buyer’s additional or different terms and conditions, to
which notice of objections is hereby given. Acceptance by Buyer is limited to those terms and conditions. Neither AT’s commencement of
performance nor delivery shall be deemed or construed as acceptance of Buyer’s additional or different terms and conditions.
b. Buyer’s purchase of AT’s products hereunder represents acceptance of these Terms and Conditions of Sale and any attachments,
which together constitute the entire understanding between the parties and supersede any previous communications, representations, or
agreements by either party whether verbal or written. No change or modification of any of the terms or conditions herein shall be valid or
binding on either party unless in writing and signed by an authorised representative of each party.
7. CHANGES AND CANCELLATIONS
a. If buyer issues a change order causing a delivery delay or cancels an order less than sixty (60) days prior to scheduled shipment, Buyer
shall be subject to a ten percent (10%) charge based upon the list price of the affected products.
b. In addition, any such change in delivery dates caused by Buyer establishing a delivery date greater than six (6) months from Buyer’s
original order date shall constitute a new order for the affected products in determining the appropriate list price.
c. If Buyer cancels an order for special equipment or services any time after the order is received by AT, Buyer may be subject to an
additional charge of 10%. Special equipment or services are those items not set forth in AT’s current price list.
8. ACCEPTANCE OF PRODUCTS
Acceptance shall be accomplished by using applicable test procedures or programs established by AT. If installation by AT is not included in
the purchase price, acceptance shall be presumed unless buyer demonstrates with fourteen (14) days of delivery that the products do not perform
to specifications. If installation by AT is included in the purchase price, acceptance shall occur at the installation site when AT demonstrates
that the applicable diagnostic or verification programs work properly or the product is otherwise demonstrated to be in normal operating
condition. If installation is scheduled or delayed by Buyer more than thirty (30) days after delivery, Buyer shall be deemed to have accepted the
products on the thirty-first (31st) day from the date of shipment.
9. COPYRIGHTED MATERIALS
Unless otherwise agreed to in writing by AT, AT copyrighted material (software and printed documentation) may not be copied except for
archive purposes, to replace a defective copy, or for program error verification.
10. LICENSED PRODUCTS – SOFTWARE
With respect to those products which AT licenses (software and related documentation) and which are supplied hereunder, the word “purchase”
or similar or derivative words is understood to mean “license” and “Buyer” or similar or derivative words is understood to mean “licensee”.
Title to licensed products shall remain with AT, notwithstanding anything to the contrary herein.
AT hardware products are warranted against defects in materials and workmanship. If AT receives notice of such defects during the warranty
period, AT shall, at its option, either repair or replace hardware products which prove to be defective. AT does not warrant that the operation of
software, firmware or hardware shall be uninterrupted or error free. If AT is unable, within a reasonable time, to repair or replace any product to
a condition as warranted, Buyer shall be entitled to a refund of the purchase price upon return of the product to AT.
a. Supplemental Statement: Supplemental Statements setting forth the duration and implementation of warranty and installations are
available for most product types. These statements, if applicable to purchased products, are attached hereto and incorporated herein.
b. Duration and Commencement of Warranty Period: the warranty period for each product is specified in the supplemental statement of
warranty and installation attached hereto and incorporated herein. The warranty period begins either on the date of arrival at customer’s site or,
where the purchase price includes installation by AT, on the date of installation. If Buyer schedules or delays delivery at customer’s site or
installation more than thirty (30) days from the date the product is available for delivery or installation, the warranty period begins on the thirtyfirst
(31st) day from the date the product is so available.
c. Place of Performance: Within AT service travel areas, warranty and installation services for products installed by AT and certain other
products designated by AT will be performed at Buyer’s facility at no charge. Outside AT service travel areas, warranty and installation services
will be performed at Buyer’s facility only upon AT’s prior agreement and Buyer shall pay AT’s round trip travel expenses and applicable
additional expenses for such services. On-site warranty services are provided only at the initial installation point. If products eligible for on-site
warranty and installation services are removed from the initial installation point, the warranty will remain in effect only if buyer purchases
additional inspection or installation service at the new site. For product warranties requiring return to AT, products must be returned to a service
facility designated by AT, Buyer shall prepay shipping charges (and shall pay all duties and taxes) for products returned to AT for warranty
service. Except for products returned to buyer from another country, AT shall pay for return of products to Buyer. Installation and warranty
services outside the country of initial purchase are included in AT’s product price only if Buyer pays AT international prices. Service outside
the country of initial purchase is subject to the conditions regarding AT service travel areas and initial installation point described above.
d. Limitation of Warranty: The foregoing warranty shall not apply to defects resulting from:
- Improper or inadequate maintenance by Buyer;
- Buyer-supplied software or interfacing;
- Unauthorised modifications or misuse;
- Operation outside of the environmental specifications for the product; or
- Improper site preparation and maintenance.
SUBJECT TO PARAGRAPH (e) THE WARRANTY SET FORTH ABOVE IS EXCLUSIVE AND EXCEPT AS PROVIDED BELOW NO
OTHER WARRANTY, WHETHER WRITTEN OR ORAL IS EXPRESSED OR IMPLIED. AT SPECIFICALLY DISCLAIMS THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
e. There are several Commonwealth, State and Territorial laws which imply certain conditions, warranties and liabilities into contracts
for the supply of goods and services. Except to the extent permitted by such laws, these terms and conditions of sale and any supplemental
statements attached hereto and incorporated herein do not exclude, restrict or modify the application or effect of any such implied conditions,
warranties or liabilities.
12. LIMITATIONS OF REMEDIES & LIABILITIES
SUBJECT TO PARAGRAPH (11e) THE REMEDIES PROVIDED HEREIN ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES. IN NO
EVENT SHALL AT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING
LOSS OF PROFITS) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY.
The foregoing limitation of liability shall not apply in the event that any AT product sold hereunder is determined by a court of competent
jurisdiction to be defective and to have directly caused bodily injury, death or property damage, provided, that in no event shall AT's liability for
damage exceed the greater of A$10,000 or the purchase price of the specific product that caused such damage.
13. NUCLEAR AND AVIATION APPLICATIONS
AT products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction,
maintenance, operation or use of any nuclear facility nor for the light, navigation or communication of aircraft or ground support equipment.
Any Buyer using AT products for these applications agrees that, except as otherwise provided herein, AT is not liable, in whole or in part, for
any claims or damages arising from such use. If Buyer uses AT products for these applications, Buyer agrees to indemnify and hold AT
harmless from any claims for loss, cost, damage, expense or liability arising out of or in connection with the use and performance of AT’s
products in such nuclear or aviation applications. Test equipment used in a static application which is not a functional part, component or
assembly of an aircraft and is not attached to or utilised in the flight of an aircraft is not subject of this paragraph.
14. AUSTRALIAN EXPORT ADMINISTRATION REGULATIONS
For products with ultimate destination in countries other than Australia, Buyer shall take all steps necessary to obtain at Buyer’s expense all
required licenses from the Australian authorities to permit the exportation from Australia and delivery to Buyer of products and documentation.
Any agreement is subject to the obtaining of said export license. Such products and documentation shall not be dealt with by the Buyer in
violation of the export licenses and/or applicable regulations. Buyer acknowledges its awareness of said regulations and shall furnish all
information and documentation necessary to obtain such licences.
15. INTEGRATION AND SUPPORT SERVICES
AT reserves the right to charge for professional services provided in the integration and provision of support for any vision system or
a. Except as may be prohibited by applicable law, in the event of any insolvency or inability to pay debts as they become due by a party
hereto, or voluntary or involuntary bankruptcy proceeding by or against a party hereto, or appointment of a receiver or assignee for the benefit of
creditors, the other party may elect or cancel any unfulfilled obligations hereunder.
b. Any required notices shall be give in writing at the address of each part set forth in the attachments hereto, or to such other address as
either party may substitute by written notice to the other.
c. Neither party may assign or transfer any of the rights, duties, or obligations herein without the prior written consent of the other and
any purported attempt to do so shall be null and void.
d. AT’s failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights.
e. No Government Procurement Regulations shall be included hereunder and binding on either party unless specifically agreed to in
writing prior to incorporation herein.
f. Stenographical, typographical and clerical errors are subject to correction.
g. Any dispute regarding the interpretation or validity hereof shall be governed by the laws of the State of Western Australia. The parties
hereby agree that any dispute relating to the products sold hereunder shall be subject to the jurisdiction of the courts within the State of Western
h. Revision 4.
|© 2011 Adept Turnkey Pty Ltd|