Terms and Conditions
In these conditions “RSC” means Russell Symes and Company Pty. Limited
ABN 77001 898 362.The Buyer shall mean the Person, Firm or Company named on the face of this form.
“Conditions” means these Conditions of sale and any further or other conditions of sale amending or adding to these conditions.
“Goods” means goods described on the front of this document, invoice or quotation.
“Tooling” means any dies, tools, drawings and other equipment RSC makes or obtains to produce the goods.
2. ENTIRE CONTRACT
These Terms and Conditions constitute the entire Contract between RSC and the Customer. Any Terms and Conditions set out in any order or other document submitted by or on behalf of the Customer shall be inapplicable, unless any particular part of those Terms and Conditions or any other modification or addition to those conditions is expressly agreed to in writing by RSC.
Any advice, recommendation, information, assistance or service provided by RSC in relation to the application or use of the goods is given in good faith, but is given without any liability or responsibility on RSC’s part.
Notwithstanding price quotations or acknowledgment of price, the prices specified for the goods may at RSC’s option be subject to alteration in accordance with RSC’s prices and charges in effect at time of delivery.
5. GOODS AND SERVICES TAX (GST)
All prices quoted by RSC are exclusive of GST.
GST will be charged where applicable unless a written order showing GST Exemption Number or Exemption Certificate is received when an order is placed.
6. TERMSOF PAYMENT
30 days from the end of the month invoiced unless any alternative agreement is made in writing.
Testing and Inspection Requirements
Our products are inspected and subject to standard works test before despatch.
Any date for delivery shall be an estimate date and RSC will not accept any responsibility for loss or damage arising if the goods are not delivered by that date due to circumstances which are unforseen and/or outside the control of RSC.
Delivery is deemed to be effected when the components manufactured by RSC in whole or in part have been received by the customer’s goods inwards dock. Any delays experienced at the customer’s goods inwards dock are not and will not at any time be the responsibility of RSC.
10. DELIVERY IN INSTALMENTS
RSC reserves the right to deliver the goods in whole or by instalments. Where the Goods are delivered by instalments each instalment shall be deemed to be sold under separate contract. Any failure on the part of RSC to deliver within the time stated shall not entitle the Customer to repudiate the Contract with regard to the balance outstanding.
The risk in the goods shall pass to the buyer at the time of delivery at the place designated in the Contract.
12. INDEMNITY AND WARRANTY BY THE CUSTOMER
a) The Customer shall indemnify and keep RSC indemnified from and against any loss, liability, claim, suit and costs caused by, arising out of, or relating to the design of the goods if the goods are made in accordance with the customers design or specification.
b) The Customer warrants that:
i) The drawing of any product for which a quotation has
been issued and which has been endorsed by the Customer.
ii) Any tooling made in accordance with such drawing.
iii) Any article made for such tooling. Shall not infringe upon
the rights of any third party (whether copyright, registered design, patent, trade mark, confidential information or otherwise) or violate any applicable law.
c) In the event of any claim, action, suit, demand, order for costs or damages (Including legal expenses on a solicitor and client basis) referable to the rights and/or laws referred to in paragraph (b) of this Condition being made or brought against RSC, The Customer shall indemnify and keep RSC indemnified from and against the same.
a) RSC warrants that the goods sold are free from constructional defects, faulty materials and/or faulty workmanship and shall make good any such defect notified to the seller within seven (7) days of the date of delivery.
b) The liability of RSC pursuant to the above warranty and/or any warranty or condition implied by the Trade Practices Act of NSW or any other laws in any state Territory in Australia shall be limited to the repair or replacement of the goods sold or of the faulty components of such goods.
c) The customer shall, within seven (7) days, notify the seller in writing upon discovery of any defects in the goods or as agreed with RSC.
d) RSC shall not under the above warranty be liable for:
i) Normal wear and tear.
ii) Damage caused by modification or repairs to the goods
carried out by third parties without the consent of RSC.
iii) Damage caused by breakdown or failure due to
overloading, increased pressure, incorrect or faulty operation of plant equipment or installations supplied or installed by the buyer
e) This warranty is expressly in lieu of all other warranties and conditions whether express or implied and all other obligations on the part of RSC other than warranties or conditions which arise by operation of law and are not capable of being negated or modified by agreement.
a) The ownership of the goods delivered to the buyer shall pass to the buyer when the buyer has paid all monies owing to RSC under the contract.
b) Where the buyer has not paid all monies owing to RSC but RSC has delivered the goods to the buyer, then until disposed of by the buyer in accordance with the following provisions of this clause, the buyer agrees with RSC to keep the goods as a fiduciary for RSC, and to store the goods in a manner that clearly shows the ownership of RSC.
c) Notwithstanding the provisions of the last two preceding paragraphs (a) and (b) the buyer may sell the goods to a third party in the course of business and deliver them to that party subject to the conditions that;
i) Where the buyer is paid by that party, the buyer holds the
proceeds of sale on trust for RSC (to such extent as is sufficient to discharge the buyers obligations to RSC under this contract) and;
ii) Where the buyer is not paid by that party, the buyer
agrees, at the option of RSC to assign his claim against that party to RSC under this contract (and for the purpose of giving effect to this provision the buyer hereby irrevocably appoints RSC as his attorney for such purpose).
d) If the buyer should fail to pay any sums owing to RSC under the contract and such breach should continue for seven (7) days after notice in writing from RSC requiring the buyer to remedy such breach, RSC shall have the right to repossess the goods and for that purpose the buyer hereby expressly authorises RSC and its duly authorised representatives at any time and from time to time to enter the buyers premises and to remove the goods from the buyers premises without let or hindrance from the buyers and to take all such actions as may be necessary (without causing damage to the buyers premises or property) for the purpose of removing the goods from the premises. Upon such repossession all monies paid by the buyer under the contract shall be forfeited to RSC and RSC acting lawfully in accordance with this clause, the buyer shall have no course of action of any kind or nature whatsoever (whether for breach of contract or trespass to property) and thereafter RSC shall be at liberty to dispose of the goods in such manner as RSC may in its absolute discretion think fit.
e) The parties agree that the provisions of this clause apply notwithstanding any agreement, whether subsequent to this agreement or not, between the parties which RSC gives the buyer credit.
Should default be made by the customer in paying any sum due under this or any other contract between RSC and the customer as and when it falls due:
a) RSC may without having to give notice to the customer suspend all further deliveries until the default has been made good or cancel this or any other contract with regard to future deliveries.
b) RSC may refuse, change or withdraw credit facilities at any time and may demand immediate cash payment of all monies owing under this or any such contract.
Notwithstanding that the customer may have been required to bear or contribute to the cost of development and manufacture of tooling, all tooling manufactured or obtained by RSC will unless otherwise agreed remain the property of RSC and be retained in its possession.
Notwithstanding that the customer may have been required to bear or contribute to the cost of drawings, all drawings produced by RSC will unless otherwise agreed remain the property of RSC and be retained in its possession.
18. CREDIT CLAIMS/RETURNS
Invoice number and date must be quoted on all claims
a) All claims must be made in writing within seven (7) days from receipt of goods.
b) Goods returned;
i) Valid claims for goods sent incorrectly will be credited
in full provided RSC are notified within seven (7) days
and subsequent to return of the goods to RSC.
ii) Orders cannot be cancelled except with RSC consent
and upon terms that will indemnify RSC against all losses.
iii) No goods will be accepted for credit without prior
notification and agreement by RSC.
19. THERAPEUTIC GOODS
RSC limits its responsibility to the quality characteristics as specified in the customers supplied drawings/specifications and takes no responsibility for the products end use design intent.