Terms and Conditions
The following terms and conditions preside over all quotations, offers, the sale of products, and the provision of services by Toolprocure Australia. By submitting your order with Toolprocure Australia, you are indicating your acceptance to be bound by the terms of these Terms and Conditions of Sale. These terms and conditions take preference over the Customers Terms and Conditions and any changes to the agreement must be made in writing by an authorised representative of Toolprocure Australia.
1.1 Seller means the party selling the products or services to the other party
1.2 Customer means the party to which the product or services are being sold.
1.3 Services means all labour performed by Toolprocure Australia.
1.4 Product mean any items used in the manufacture or outlined in the quotation.
2.1 All prices quoted are based on the information provided. Any variation to the work involved, the provision of incorrect or incomplete information or misconception may affect the prices quoted herein.
2.2 Toolprocure Australia reserves the right to resubmit this quotation should it have erroneously misquoted on the work or components specified above.
2.3 Unless otherwise agreed to in writing, all prices quoted are exclusive of all taxes, including but not limited to GST, export, value added, federal, state and other taxes. The Customer agrees to indemnify and hold Toolprocure Australia risk-free for any tax liability in connection with the sale and payment of the account.
2.4 All prices and delivery times quoted above are subject to final confirmation on placement of order.
2.5 Unless otherwise specified, prices quoted on invoices/statements are in AUD and valid for 30 days from the date of quotation.
2.6 Prices will be charged relative to the current exchange rate at the time of invoicing where applicable and will be adjusted accordingly from that reflected in the quotation, unless otherwise quoted as fixed.
2.7 The customer acknowledges and agrees that all pricing information under this agreement is confidential and the customer agrees not to disclose any portion of the pricing to a third party without the sellers written consent.
3.1 By placing an order with the Toolprocure Australia, you are assuring us that you are solvent and able to pay for the order within the agreed account terms.
3.2 Once you have placed an order it cannot be negated or changed without the written consent of the Seller.
3.3 Scheduled orders may incur a holding fee if stock is held at the Toolprocure Australia premises pending delivery. The product will be deemed as delivered from the date it is placed into storage and relative invoices will reflect the same date.
4. Credit / Account Terms
4.1 Terms of payment are strictly 30 days net from month-end for credit customers that have established an account with Toolprocure Australia.
4.2 If you do not have a credit facility with Toolprocure Australia then payment must be made prior to delivery of goods.
4.3 Toolprocure Australia may change credit and payment terms accessible to the Customer when in Toolprocure Australia’s opinion The Customers previous record or financial situation merits such action.
4.4 If the Customer fails to fulfill the terms of payment under any contract the seller as its option may terminate this agreement, seek any and all remedies to which the seller may be entitled and terminate any further deliveries of products or services to the customer until payment has been made. The customer agrees that the seller is entitled to recover from the customer all of the reasonable costs and expensive of collection, including its legal fees and disbursements, which may be incurred by the seller in enforcing any obligation under this agreement including payment.
5.1 The seller warrants that the Products shall be free from defects in material and workmanship under normal use and service when correctly installed. The seller also warrants that the services will be performed in a workman like manner. These warranties shall terminate thirty (30) days after delivery of the Products, or provisions of the Services to the Customer and shall not apply to the Products which have been subjected to misuse, abuse, neglect or improper storage, handling or maintenance. Should the Products not conform to such warranty and upon confirmation by Seller that the products have been delivered, stored, installed, operated and maintained in accordance with proper standards the Seller shall upon prompt written notice from the Customer, and at the Sellers discretion, in the instance of Products manufactured by the Seller either repair or replace the defective part or parts or adjust the price paid by the Customer in an amount attributed to the defective part or parts. Should the service not conform to such warranty, upon prompt written notice from the Customer, correct such defective services in a workman like manner. Such remedies shall be the Customers sole and exclusive remedies for breach warranty. Notwithstanding the above to the extent the Products provided by the Seller include third party manufactured goods (“Third Party Components”) the warranty for such Third Party components shall be limited to the warranty. INSTALLATION, OPERATION OR MAINTENANCE BY ANY OTHER PERSON OTHER THAN THE SELLER, CONSUMABLE TOOLING OR MATERIALS, OR NORMAL REPLACEMENT ITEMS ARE THE SOLE AND EXCLUSIVE WARRANTIES BY SELLER IN LIEU OF ALL OTHER WARRANTIES WRITTEN ORAL OR IMPLIED. THE SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS AND EXCLUDES ANY WARRANTY OF MERCHANTABILITY. The parties, to the fullest extent permitted by law, expressly waive any legislation prescribing a limitation period applicable to claim under this Agreement and agree that any claim by the Customer with reference to the Products, Services of any Cause shall be deemed waived by the Customer unless filed within one (1) year from accrual of the cause of action therefore.
6.1 in the event that the Customer makes a warrant claim pursuant to paragraph 5, the Products any be returned F.O.B. to the Sellers facilities, only after the Customer receives written approval from the Seller ( including RMA#) to return the Products and upon receipt by the Customer of shipping instructions from the Seller. Unless otherwise stated in the sellers written approval for a return, all returns of the Products shall be subject to the Sellers Product Return policy which is posted at www.toolprocure.com.au and incorporated by reference into this Agreement as well as the following conditions : (1)All Products being returned must be in their original packaging and in new and salable condition,(2) Only incomplete package quantities may be returned, or as packaged as a partial shipment at time of delivery, and (3) All returns shall be subject to a restocking charge of fifteen percent (15%) of the original price of the returned Product.
7. Delivery and Title
7.1 Lead times are estimated forecasts for the period between the receipt date of your order and the commencement of production. They are directly related to import and production schedules and may vary depending on the date the order is received by Toolprocure Australia.
7.3 Component delivery times can be of the order of two to sixteen weeks on certain items. Production scheduling and Forecasts should be incorporated in your project planning to avoid delays once your order has been placed.
7.4. Tool charges will be charged accordingly.
7.5 Product is considered to be delivered by Toolprocure Australia once it has left the Toolprocure Australia premises.
7.6 Toolprocure Australia accepts no liability for goods damaged or lost in transit.
7.7 Title of product remains with Toolprocure Australia until full payment for the product has been received by Toolprocure Australia.
8. Intellectual Property
8.1 The Customer certifies that any documents supplied by the Customer to Toolprocure Australia allows us to supply, design or manufacture the product and does not infringe on any third party’s Intellectual property.
8.2 The Customer certifies and accepts that all intellectual property, methodology and processes employed by Toolprocure Australia do not constitute any part of the sale or service and remain the property of Toolprocure Australia and the customer has no right of ownership to such intellectual property.
8.3 The seller’s technical information, drawings, and know how shall be the exclusive property of the seller and the customer has no rights, title or therein. The customer shall not disclose to any third party or use for any purpose other than that for which it is supplied.
9. Force Majeure
9.1 Toolprocure Australia shall not be liable for any delay or failure in performance caused by or resulting from acts of God, fire,flood, accident, acts of public enemies, riots, terrorism, war, government intervention, embargoes, strikes, labour difficulties, equipment failures, or any other causes beyond our control.
9.2 In the event of this happening, manufacturing time shall be lengthened for a minimum period equal to that of the time lost. As a result of any of these, Toolprocure Australia may at its discretion, cancel the remaining order without liability or penalty.
10. Export Control
10.1 The Customer is responsible for any customs charges or taxes imposed by the destination country. Toolprocure Australia is not responsible for any delays this may cause.
10.2 The Customer is responsible at their expense to obtain any import or export licence or documentation deemed necessary by the relevant authorities.
10.3 This contract is governed by South Australian laws and both parties agree to comply with the jurisdiction of the Adelaide courts.
10.4 The Customer takes responsibility that the product they are ordering may be legally imported into their country.10.5 If the product is to be returned to Toolprocure Australia from customs for failure to pay or product rejection, Toolprocure Australia reserves the right to refuse acceptance and to have the product destroyed at customs if it is too expensive to have it returned. Unpaid duties and taxes are for the customer’s account.
11.1 All risk to the customers property/product by way of loss, theft, fire or otherwise is to be borne by the customer.
11.2 Toolprocure Australia will not provide insurance cover on customer’s property/product unless specifically commissioned and authorised to do so. Insurance costs and charges will be for the customer’s account.
11.3 Ownership of the product manufactured remains vested with Toolprocure Australia until paid for in full.11.4 Any dispute arising between Toolprocure Australia and the Customer will be recorded in writing and settled through mediation and / or arbitration. Should the dispute become irresolvable, both Toolprocure Australia and the Customer agree that any and all claims will be made through the Adelaide Courts and both parties agree to follow the adjudication of such courts.