The expression “The Company”, when referred to in these Terms and Conditions, refers to NSI Global Counter Intelligence Pty Ltd ABN 82 625 631 174.
These Terms and Conditions of Sales apply to the sales of goods and services supplied by The Company.
Any order received by The Company is deemed to be an order incorporating these Terms and Conditions and no variation or cancellation of any of these Terms and Conditions shall be binding on The Company unless assented to by The Company in writing.
Each order placed by the customer shall be & be deemed to be a representation by it, made at the time that it is solvent & able to pay all of it’s debts as & when they fall due. Failure to pay The Company in accordance with these terms shall be & be deemed to be conclusive evidence that the customer had no reasonable grounds for making the representation hereof & that the representations were unconscionable, misleading and deceptive.
Any quotation by The Company is not to be construed as an offer or obligation to sell and The Company reserves the right, at its option, to accept or reject any orders received.
4. QUOTES AND ORDERS
A quotation by The Company shall be an invitation to the purchaser to trade with The Company. It shall not constitute an offer by The Company to the purchaser. The purchaser may use the quotation to submit an Order to The Company. Prices given in any quotation are applicable to that quotation only and will not apply in any other instance unless confirmed in writing by The Company. Quotations are valid for the period specified in the quotation or, if no period is specified, 7 days from the date of issue. If the purchaser is given a quote and instructs The Company to proceed, the purchaser is taken to have submitted an Order to The Company on the terms of the quote. The Company is not obliged to accept any Order. The Contract shall only be deemed to have been entered into between The Company and the purchaser for the supply of the Goods when the Order has been accepted by The Company (which may be done in writing, verbally or by The Company commencing to fulfill the Order). Any quotation containing a provision to supply Goods “ex stock” is subject to fulfillment of prior orders (whether to the purchaser or third parties) at the date of receipt of the purchaser’s Order.
The Company reserves the right at any time to make reasonable adjustments of prices in relation to fluctuations in The Company’s cost of labour, material, goods or transport and also in relation to any changes in currency exchange rates or duty which affect The Company’s costs for imported goods.
Unless expressly noted all prices charged/quoted are exclusive of GST. All government imposts of GST or any equivalent as separately itemised on The Company’s invoices are to the customer’s account.
5. CANCELLATION OR VARIATION
A contract may, at The Company’s option, be terminated in the event of insolvency of the purchaser or the purchaser being placed in liquidation, whether voluntarily or otherwise. A purchaser may only vary an order if such variation is accepted by The Company in writing and any variation or cancellation may only occur on terms which will provide for The Company to be indemnified by the purchaser against any loss or damages. Cancellations will attract a cancellation fee and must be at least 90 days prior to current due delivery date. No cancellation will be accepted on indented products. Reschedules must be at least 45 days prior to the current due delivery date and any item may be deferred only once, up to a maximum of 90 days from the original requested date.
Unless otherwise indicated prices include standard cases or packing.
Unless otherwise stated in writing the price quoted is ex The Company’s store where stocked. Where delivery is requested beyond this point The Company may, at its discretion, agree to act as agent for the purchaser in this matter and all costs for cartage and insurance will be for the purchaser’s account.
The Company will provide the Goods to the purchaser after payment in cleared funds (and in the case of payment by credit card within 1 to 14 working days after authorisation of payment) where the Goods are in stock at the time the order is placed. In all other cases, although The Company will use reasonable endeavours to provide the Goods by the due date, this time is not of the essence. The Company will not be liable to the purchaser for any loss or damage of any kind suffered by the purchaser arising out of any failure by The Company to provide the Goods on or by the agreed or specified date or within a reasonable time including loss or damage due to the negligence of The Company.
Without limiting the foregoing, should supply of the Goods be prevented, delayed or hindered directly or indirectly beyond the date advised by The Company when the order was accepted the purchaser will be notified of the delay and given the option of canceling the Order and obtaining a refund. If the purchaser does not elect to do so in writing then, at The Company’s option, either the delivery time shall be extended until the effect of the delaying cause has ceased or The Company may cancel the Contract. The Company is not liable for any loss or damage of any kind suffered by the purchaser for the resultant delay or cancellation of the Contract. Unless otherwise agreed in writing, The Company is entitled to supply the Goods in one or more lots. Where there is a part provision, The Company may Invoice the purchaser for pro-rata progress payments in respect thereof (with the pro-rata amount as determined by The Company). Once the Goods are available for delivery, The Company is entitled to issue an Invoice for the Goods (even if the purchaser delays delivery or collection as the case may be). If an Order is to be delivered by courier, The Company reserve the right to charge the purchaser for the delivery costs (including transportation, insurance, port, customs and other charges, taxes, levies or duties related to delivering the Goods to the relevant delivery address) in addition to any other amounts payable.
8. TERMS OF PAYMENT
Unless otherwise agreed in writing, all payments are due on the date on which the relevant Invoice is given to the purchaser. All times for payment are of the essence. Where Goods are manufactured to order or delivery is to be delayed at the request of the purchaser a 50% deposit is payable at the time of order and the balance is payable on the date on which the relevant Invoice is given to the purchaser. Without limiting any other rights or remedies, if the purchaser fails to make payment by the due date, the Company may cease to provide or limit the amount of credit available to the purchaser. Unless otherwise stated, all amounts are expressed to be inclusive of GST. If any payment is made by credit card, the purchaser agrees the Company may also charge and deduct from the credit card any merchant fees that apply.
The following conditions relating to the return of goods for credit apply to all goods returned for this purpose.
9.1 Goods returned must be accompanied by a Delivery Docket stating original invoice number, date of purchase and reason for return.
9.2 Non-standard equipment made to special order cannot be credited under any circumstances.
9.3 Inward freight packing and delivery charges are the responsibility of the purchaser.
9.4 Goods will only be accepted for credit to the extent of that wrongly or over-supplied.
9.5 All returns must be in good order and condition, unused and in original packaging. No claims by the purchaser need be recognised unless made in writing within fourteen days after delivery of the goods to the purchaser.
9.6 The Uncollected Goods Act states that if any repair is left on our premises for more than one month, with no correspondence from the owner and after, a letter, email or text is sent then the unit will be disposed of to recover costs i.e, spare parts, labour and storage. In the event that the unit has not been disposed of then a storage retrieval fee of $45 applies, this fee is added to any initial non-warranty fee”
No claim for damage or resultant expense direct or indirect in respect of any goods shall, in any case, exceed the invoice price of the goods in respect of any damages or expense shall arise. All damage or expense over and above such invoice shall be the responsibility of the purchaser.
10. CONDITIONS AND WARRANTIES
All conditions and warranties expressed or implied by statute, the common law equity trade custom or usage or otherwise howsoever are hereby expressly excluded to the maximum extent permitted by law. Where so permitted the liability of The Company for a breach of a condition or warranty that cannot be excluded is limited (at The Company’s option) to the replacement or repair of the goods or the supply of equivalent goods or the cost of replacing or repairing the goods or of acquiring equivalent goods. The Company shall not be liable in any way whatsoever for indirect or consequential loss or damage whatsoever (whether based on tort or contract or otherwise). It is a condition of this contract that the purchaser shall not use the goods for the installation in or in association with aircraft. Goods are not authorised for use in life support devices, systems intended for surgical implant into the body or for applications intended to support or sustain life or where the failure of the product would ordinarily create a situation where personal injury or death is likely to occur. In the event the goods are so incorrectly used, The Company shall be exempt from all liability whatsoever and the purchaser hereby indemnifies The Company in respect of any claims, demands, suits or proceedings whatsoever resulting from such misuse of the goods. The Company warrants its products to be in conformance with its own plans and specifications and to be free from defects in materials and workmanship under normal use and service for 12 months from the date stamp control on the product, or for products not having a date stamp, for twelve months from the date of original purchase unless the installation instructions or catalogue sets forth a shorter period, in which case the shorter period shall apply. The Company’s obligation shall be limited to repairing or replacing, at its option, free of charge for materials or labor, any part which is proved not in compliance with The Company’s specifications or proves defective in materials or workmanship under normal use and service. The Company shall have no obligation under this Limited Warranty or otherwise if the product is altered or improperly repaired or serviced by anyone other than The Company. For warranty service, return transportation prepaid, to PO BOX 471, Parramatta NSW 2124 Australia.
There are no warranties, expressed or implied, of merchant ability, or fitness for a particular purpose or otherwise, which extend beyond the description on the face hereof. In no case shall The Company be liable to anyone for any consequential or incidental damages for breach of this or any other warranty, express or implied, or upon any other basis of liability whatsoever, even the loss or damage is caused by its own negligence or fault. The Company does not represent that the products it sells may not be compromised or circumvented; that the products will prevent any personal injury or property loss by burglary, robbery, fire or otherwise; or that the products will in all cases provide adequate warning or protection. Customer understands that a properly installed and maintained alarm system may only reduce the risk of a burglary, robbery, or fire without warning, but it is not insurance or a guarantee that such will not occur or that there will be no personal injury or property loss as a result.
Consequently, The Company shall have no liability for any personal injury; property damage or other loss based on a claim the product failed to give any warning. However, if The Company is held liable, whether directly or indirectly, for any loss or damage arising under this limited warranty or otherwise, regardless of cause or origin, The Company’s maximum liability shall not, in any case, exceed the purchase price of the product, which shall be the complete and exclusive remedy against The Company. This warranty replaces any previous warranties and is the only warranty made by The Company on this product. No increase or alteration, written or verbal, of the obligations of this Limited Warranty is authorised.
11. TITLE TO GOODS
11.1 Notwithstanding delivery of the goods to the purchaser, until the purchaser has affected full payment for the Goods and any other goods previously supplied by The Company:
a) legal title to the Goods will remain with The Company;
b) the risk in the Goods will pass to the purchaser on delivery to the purchaser or its agent;
c) the relationship between The Company and the purchaser will be fiduciary;
11.2 The Purchaser will:
a) hold the Goods as bailee for The Company;
b) keep the goods separate from other goods; and
c) label the goods so that they are identifiable as the goods of The Company;
11.3 With The Company’s consent (which is given) the purchaser is at liberty to sell the Goods, in the ordinary course of the purchaser’s business, provided that the money from the sale will:
a) be held in a separate account in trust for the vendor;
b) not be mingled with other money; and
c) not be placed into an overdrawn account
11.4 The purchaser is not an agent of The Company in any sale of the Goods by the purchaser.
11.5 After the happening of an Event of Default, the vendor may without demand retake possession of the Goods and may without notice sell the Goods on such terms and in such a manner as it determines and will be entitled to deduct all expenses incurred. For the purposes of recovering possession and without limiting the generality of the foregoing, the purchaser irrevocably authorises and licenses The Company and its servants and agents to enter any premises where any Goods may be stored and to take possession of the Goods.
Risk in the goods purchased shall, unless otherwise agreed in writing, pass to the purchaser upon delivery of the goods to the purchaser or his agent or to a carrier commissioned by the purchaser.
To the best of The Company’s knowledge goods sold to the purchaser will not infringe any patent, trade mark, registered design or copyright of any third party but The Company shall in no circumstances be liable to the purchaser in respect of any such infringement constituted by the sale or use of the goods.
14. PERFORMANCE AND REPRESENTATION
Any figures or estimates given for performance of goods are based upon The Company’s experience and are such as The Company would expect to obtain on test. But The Company will only accept liability for failure to obtain the figures or estimates given when such figures or estimates are guaranteed in writing within specified margins. The purchaser acknowledges that neither The Company nor any person purporting to act on its behalf has made any representation or given any promise or undertaking which is not expressly set out in the contract whether as to the fitness of the goods for any particular purpose or any other matter.
15. RECOVERY OF COSTS
The customer will pay to The Company any costs and expenses incurred by it or its solicitors, legal advisers, mercantile agents and other parties acting on The Company’s behalf in respect of anything instituted or being considered against the customer whether for debt, possession of any goods or otherwise.
16. FORCE MAJEURE
The Company will not be in default or in breach of any contract with the customer by as a result of Force Majeure. Force Majeure means beyond the reasonable control of The Company and includes any strike or lockout either directly or indirectly by any supplier of goods or services.
17. LEGAL CONSTRUCTION
Except as may be otherwise agreed by The Company, the contract shall be governed by the laws of the State of NSW.