(A division of MANU ELECTRONICS PTY LTD)
ManuFlo Terms and Conditions of Sale
“Manu Electronics” and “ManuFlo” mean Manu Electronics Pty Limited, its agents and assigns.
“Customer” includes the Customer’s agents and permitted assigns.
“Persons” includes corporations, partnerships and unincorporated associations.
“Equipment” means the goods agreed to be supplied and includes parts and supplies which may subsequently be supplied under any warranty given in relation to the Equipment.
“Agreement” means the agreement for supply of Equipment between Manu Electronics and the Customer of which these “Terms and Conditions of Sale” form part.
“Charges” include all monies payable by the customer to Manu Electronics in relation to the supply of Equipment.
“Ex works” has the same meaning as is ascribed to that term in Incoterms 1990.
“Manufacturer” means the manufacturer of the Equipment or any parts thereof, its agents and assigns.
“ACDC” means the Australian Commercial Disputes Centre Limited.
Words importing the singular number shall include the plural and vice versa.
|2.1||These Terms and Conditions of Sale apply to all agreements for the supply of Equipment by Manu Electronics and are varied or excluded only where such variation or exclusion is in writing and signed by a director of Manu Electronics and either is expressed to be a variation of these Terms and Conditions of Sale or is so inconsistent with them as to allow no other interpretation than that they have been intentionally varied.|
|3.||Quotations and Entry into Agreement|
|3.1||No brochure, catalogue, price list, internet page, quotation or other communication published or forwarded by Manu Electronics to the Customer, whether in writing or not, shall constitute anything other than an invitation by Manu Electronics to the Customer to do business. Any purchase order placed by the Customer with Manu Electronics constitutes only an offer to purchase Equipment. Notwithstanding any prior communication between Manu Electronics and the Customer, there shall be no obligation by Manu Electronics to accept an offer to purchase Equipment made by the Customer. The Customer’s order may be accepted either by issue to the Customer of a Confirmation of Order or by delivery of the Equipment.|
|3.2||The Equipment are sold and accepted with the understanding and agreement that in the event that there is any conflict between these conditions and the conditions of the Customer’s purchase order or other request, these Terms and Conditions of Sale of Manu Electronics shall prevail.|
|3.3||No quotation or other invitation to do business forwarded or other document published by Manu Electronics to the Customer constitutes a representation by Manu Electronics to the Customer that the Equipment detailed in the quotation or publication or the prices set out in it shall be available to the Customer. Any quotation or other publication may be altered or withdrawn by Manu Electronics at any time.|
|4.1||When ordering from Manu Electronics, product Order Codes and product descriptions must be stated. An official order number must be provided.|
|5.||Return of Equipment|
The Customer shall inspect all goods supplied upon delivery. Manu Electronics shall not be liable for shortages and other errors in delivery unless the Customer submits notice in writing to Manu Electronics within seven (7) days of the delivery to which the claim relates.
|5.2||If notice is not provided within seven (7) days of delivery, Manu Electronics shall only accept return of Equipment at its sole discretion, and a re-stocking fee shall apply as determined by Manu Electronics.|
|5.3||If the Customer wishes to return goods for reasons other than the goods being defective (e.g. ordered incorrectly) then a re-stocking fee shall apply as determined by Manu Electronics.|
Goods cannot in any circumstances be returned to Manu Electronics:
|(a)||without the prior consent of an authorised employee of Manu Electronics: and,|
|(b)||unless Manu Electronics agree to the mode, cost of, and responsibility for, freight; and|
|(c)||unless accompanied by the Customer’s address and contact details, and a description of the problem.|
|(d)||unless in as new condition with original packaging and all documentation.|
In urgent situations, Manu Electronics may at its sole discretion elect to replace items prior to receiving returned damaged goods.
|6.||Functionality and Performance|
Due to continuous product improvement, Manu Electronics reserves the right to change product specifications, pricing and technical information without prior notice.
|6.2||All drawings and specifications shall remain the sole property of Manu Electronics. Small deviations or slight variations from such information, specifications or data which do not substantially affect the functionality of the Equipment will not entitle the Customer to either reject the Equipment upon delivery or make any claim in respect thereof.|
|6.3||Any information provided by Manu Electronics in relation to the performance of Equipment represents only a guide as to the performance of the Equipment under standard industry operating conditions.|
|6.4||The Customer is solely responsible for ensuring that the Equipment, as installed, complies with any relevant code or standard.|
|7.1||Unless specifically stated otherwise, all prices are manufacturer list prices ex-works (Brookvale NSW Australia), expressed nett of any applicable freight and insurance charges, customs duty, and (for Australia only) GST, which shall be added to the amount to be paid by the Customer. A reseller is not obligated to comply with list prices. Prices are subject to change without prior notice.|
|7.2||Account Customers shall pay to Manu Electronics all Charges within thirty (30) days from invoice date, unless otherwise agreed in writing, without reduction or deferment on account of any claim, counterclaim or setoff.|
|7.3||Payment shall be by Visa/Mastercard, direct deposit or, for approved Customers, by cheque. Where payment is by Visa/Mastercard, Manu Electronics may at its sole discretion add a 2% merchant surcharge to the price. VISA/Mastercard orders are limited to AUD$3,000.00. Where payment is by Direct Deposit, the Customer shall fax or e-mail a payment advice to Manu Electronics on the day of the deposit, quoting the relevant Invoice or Quote number if available as a reference. International payments shall be by International Money Transfer/Electronic Funds Transfer with faxed or e-mailed payment advice.|
Notwithstanding anything else appearing in the Agreement, all Charges shall immediately become due if the Customer fails to make any payment when due, becomes subject to the bankruptcy laws or enters into any composition with its creditors or enters into liquidation or suffers a receiver and manager to be appointed to all or part of its assets.
|8.||Property in Equipment Purchased|
|8.1||Manu Electronics shall retain title to the Equipment until it has received payment in full for them.|
|8.2||Until the legal and equitable title to the Equipment passes to the Customer, the Customer shall:|
|(a)||hold the Equipment as bailee of Manu Electronics returnable at will and without prior demand by Manu Electronics;|
|(b)||upon demand by Manu Electronics immediately deliver up the Equipment to Manu Electronics; and|
|(c)||hereby authorises Manu Electronics to enter without notice upon the premises upon which the Equipment are stored for the purpose of taking possession thereof.|
|8.3||The Customer shall be liable for any damage arising from or in connection with the recovery of possession of the Equipment by Manu Electronics.|
|9.||Delivery and Risk|
in the Sydney Metropolitan Area will be by Fastway Couriers, and
Australia-wide by Toll Express or, for shipments over 5 kg, by TNT.
International deliveries will be by DHL or TNT Economy Express. Choice of courier is at the
discretion of Manu Electronics, and Manu Electronics reserve the right to not
send shipments by post. Where possible, deliveries Australia-wide are next
day from order placement (for stock items). International delivery is
normally 2-7 working days. Risk in the Equipment passes to the Customer when
the Equipment are loaded at the Brookvale NSW premises of Manu Electronics
for delivery to the Customer. Manu Electronics is not
responsible nor liable for payment for damage to shipments that occurs whilst
en-route from and to Manu Electronic
|9.2||Delivery dates represent only an estimation in good faith of the date of delivery of the Equipment and are not binding on Manu Electronics. Time is not of the essence of the Agreement. Under no circumstances shall Manu Electronics be liable for damages (including consequential special and incidental damages) for failure to deliver or delay in delivery howsoever occasioned.|
|9.3||If Manu Electronics determines that it is or may be unable to deliver the Equipment within a reasonable time or at all, Manu Electronics may at its sole discretion terminate the Agreement. In the event of termination the Customer shall have no claim against Manu Electronics for any damage, loss or expense whatsoever.|
|9.4||Manu Electronics reserves the right to deliver the Equipment by instalments and to invoice the Customer for each instalment of Equipment delivered where, in the opinion of Manu Electronics, it is reasonable to do so.|
|9.5||Failure by the Customer to pay any installment, or any other amount when due, shall entitle Manu Electronics to withhold or delay delivery of any remaining Equipment.|
Equipment Warranty and Limitation of Liability
|Each Manu Electronics product is warranted by Manu Electronics to be free from defects in material and workmanship for a period of one year from the initial date of shipment to the customer. If after examination by Manu Electronics factory or field personnel it is determined that the Equipment was not altered, abused, misused, incorrectly installed, operated outside of its technical specifications, involved in an accident or damaged by an act of God, then:|
|(a)||Manu Electronics is obligated to repair or replace without charge all parts determined to be defective subject to the limitations given above.|
|(b)||Subject to condition 9.2, Manu Electronics is obligated to pay for transportation charges return leg back to Customer only (method and courier selected by Manu Electronics), if product repair/replacement is within the one year warranty period.|
|The Customer, whether in Australia or overseas, must pay freight charges, insurance, and any tax or duties for the return of Equipment to the Manu Electronics factory, at Brookvale NSW Australia.|
|This warranty is the sole and exclusive warranty as regards the products sold by Manu Electronics and there are no other warranties of merchantability, fitness or otherwise express or implied; Manu Electronics specifically disclaiming any other such warranty. No representative or agent of Manu Electronics, except its directors, is authorized to modify, enlarge or extend the above warranty, and only a written document signed by the directors specifically mentioning this warranty shall be effective to modify, enlarge or extend the same.|
|(e)||The Equipment are sold and accepted with the understanding and agreement that Manu Electronics’ liability for damages is limited to the replacement of the Manu Electronics Equipment with a similar or new model, and that Manu Electronics shall not be liable for any consequential damages.|
|(f)||For equipment repaired under warranty, the warranty period for repaired or replaced parts does not exceed the warranty period applicable to the product originally delivered.|
|(g)||For equipment repaired after the original warranty period has expired, the warranty period for repaired or replaced parts is 3 months from the date of shipment back to the customer after repair, and the warranty on the equipment is only on the repaired or replaced parts and not on the equipment as a whole.|
Manu Electronics will not be liable for any loss or damage suffered by the Customer due to any delay or any breach or default under the Agreement in circumstances where such delay, breach or default results from causes beyond Manu Electronics’ reasonable control including but not limited to any beach or default under the Agreement by the Customer, compliance with any laws, regulations, orders, acts, instructions or priority requests of governments, acts of God, fires, floods, weather, strikes, lockouts, factory shutdown or alterations, embargoes, wars, riots, delay or shortage in transportation or inability to obtain labour, manufacturing facilities, electricity or other materials from Manu Electronics’ or the Manufacturer’s usual sources.
|12.1||The Agreement shall be governed by the laws of the State of New South Wales and the parties shall submit to the jurisdiction of the Courts of that State.|
|12.2||Prior to the institution of any legal proceedings, or any referral to arbitration, any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination of invalidity of it shall first be the subject of mediation administered by a mediator agreed to by both parties. In the event that the parties fail to agree on a mediator within fourteen (14) days of written notification of a dispute, controversy or claim, then mediation shall be administered by the Australian Commercial Disputes Centre Limited (ACDC).|
|12.3||In the event that the dispute, controversy or claim has not been resolved within twenty eight (28) days after the appointment of the mediator (or such other period as agreed to in writing between the parties), the dispute, controversy or claim, at the election of either party, may be submitted to arbitration, administered by ACDC. The arbitrator shall not be the same person as the mediator and shall be agreed between the parties from a panel suggested by ACDC, or, failing agreement, an arbitrator appointed by ACDC.|
|12.4||Any mediation or arbitration meetings shall be held in Sydney Australia.|
|13.1||If any provision or paragraph of this document is determined to be illegal and unenforceable it shall not affect the enforceability of any other provision or paragraph of this document.|
|13.2||Headings are included for ease of reference and do not form part of or effect interpretation of these conditions.|
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