This website is owned by NCH Corporation, including any of its subsidiaries or affiliates. (“NCH” or “We”). The following sets forth the terms and conditions (“Terms”) under which you may use this site or any materials available on the site or accessible from the site. If you do not accept the Terms, you are not authorized to use this web site. By accessing and/or using this site, you agree to these Terms. NCH may change, revise or update the Terms at any time by updating this posting. You should visit this page periodically to review the Terms because they are binding on you. The term “you” refers to all individuals or entities accessing this site for any reason.
1. Use of Site. The use of this site and its content is at your own risk. We provide information about products and services and certain other third party information on this site. This site is provided at no charge for informational purposes and NCH does not warrant the accuracy of the information in this site. NCH may also make improvements and/or changes in the products and services described in this site at any time without notice. Any information contained in this site does not represent a commitment on the part of NCH in the future.
2. Availability of Site. When using this site, information will be transmitted over a medium that may be beyond the control and jurisdiction of NCH. Accordingly, NCH assumes no liability for or relating to the delay, failure, interruption or corruption of any data or other information transmitted in connection with the use of this site. From time to time, NCH, or its designated service provider, may need to take the web site down or otherwise make it unavailable due to scheduled, preventative, required or emergency maintenance, repairs, abnormal usage, updates, or other changes.
3. User Submissions. You shall not submit, post or transmit to, through or with this site any content or material which: a) is unlawful, constitutes, advocates or encourages conduct that is a criminal offense, could give rise to civil liability or otherwise violate any applicable local, state, provincial, national or international law; b) infringes upon any intellectual property right or other right of any entity or person, including without limitation, any copyright or trademark; c) advertises or otherwise solicits funds or is a solicitation for goods or services; d) contains a virus or other harmful component or distributes a virus or other harmful code; e) otherwise violates the Terms; f) defames, invades privacy, is threatening, harassing, abusive, racist, sexist, sexually explicit, pornographic, profane, indecent, hateful, embarrassing or otherwise objectionable as determined in the sole discretion of NCH; Furthermore, you shall not: a) after receiving a warning, continue to disrupt the normal flow of dialogue or posting comments that are not related to the topic being discussed; b) post chain letters or pyramid schemes; c) impersonate another person; d) harvest or otherwise collect information about others; e) post the same note more than once or “spam;” or f) engage in any other conduct that restricts or inhibits any person from using or enjoying the site. NCH does not regularly monitor submissions but reserves the right to do so. In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately. You are solely responsible for any information, communication or material you submit to this site and you, not NCH, have full responsibility for such information, communication or material, including its legality, reliability, appropriateness, originality or copyright. You agree that all information submitted to this site is non-confidential (including any business information, idea, concept or invention) and you automatically grant NCH a royalty-free, perpetual, irrevocable and worldwide license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, display and otherwise exploit such information. If you wish to keep such information private or proprietary, do not submit them.
4. Blogs and Submission Areas. If you use a blog, question and answer, submission area, message board, ask our expert, user reviews, and other similar areas (“Public Areas”), you are solely responsible for your own communications, the consequences of posting those communications and your reliance of or on any information or communications found in the Public Areas. You agree to use your common sense and courtesy in your blogging or any other activity in the Public Area. NCH is not responsible for the consequences of any communications in the Public Areas. Answers to any submissions by you, whether provided by us or other users, are for informational purposes only. If you submit a question, you agree that any responses are intended as general advice only. The answers and any other content herein are not intended to be a substitute for professional maintenance, repair, operations and technical advice. Always seek the advice of an appropriate qualified and fully trained maintenance, repair, operations or technical expert. Therefore, you are solely responsible for making sure that the responses and your reliance thereupon are appropriate for your situation and you are solely responsible for ensuring that your actions with regard to that situation are prudent. NCH shall not have any liability based upon any responses to your submissions, even if such responses are from NCH. All blogging and other related activity in the Public Area should be respectful and comply with any applicable laws. You should not disclose any confidential, proprietary, non-public or trade secret information about NCH or its business associates (including suppliers and customers) or otherwise violate NCH’s policies on confidential information.
5. System Integrity. In accessing or using this web site, you agree that you will not: a) interfere, damage, limit, interrupt, destroy or attempt to interfere, damage, limit, interrupt or destroy the complete, full, timely and proper working and functionality of this site or service or its infrastructure, host or network, b) use any device, software, routine, malicious code, repeated “hacks” or “attacks,” bot, spider, virus or other similar item on or in the site or its infrastructure, host or network; c) impose or attempt to impose any unreasonable or disproportionately large load on this web site or its infrastructure, host or network, including without limitation, spamming, overloading, mail bombing, denial of service attacks, “spam”, crashing, phreaking or other unsolicited overload techniques; d) use this web site to send advertising, promotions, solicitations, viruses or other information to other users or persons; e) violate any law or encourage or advocate conduct which would violate any law, infringe upon the rights of others, or give rise to civil liability; or f) modify, remove, delete, or copy any part of this web site.
6. Passwords. This site has several tools that allow you to record and store information. You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your passwords or accounts relating to this Site. It is your sole responsibility to a) control the dissemination and use of activation codes and passwords, b) authorize, monitor and control access to and use of your account and password, and c) promptly inform us of any need to deactivate a password. You grant NCH the right to transmit, monitor, retrieve, store and use your information in connection with the operation of this site.
7. Intellectual Property. This site, its content, design and graphics and all intellectual property rights associated therewith are owned by NCH 2018 NCH All rights reserved. Permission is granted to view and access a single copy of this site for use as a resource for your personal use only and for no other purpose. Any other use is prohibited. You may not copy (other than as set forth above), reproduce, reverse engineer, modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the site, in whole or in part. All trademarks, service marks, trade names, graphics, and logos (collectively, the “Marks”) are owned by NCH and its affiliates or by other respective owners that have granted NCH the right and license to use such marks. NCH prohibits your use of any Marks contained in this site without its proper consent.
8. Disclaimer. The site and its content, including without limitation, text, graphics, and links, are provided “AS IS” and without warranties. You expressly agree that the use of the site is at your own risk. To the fullest extent permitted by law, NCH disclaims all representations and warranties, whether express or implied, statutory or otherwise. NCH specifically disclaims implied warranties of merchantability, fitness for a particular purpose, fitness for an intended use and non-infringement. Without limiting the foregoing, NCH makes no representations or warranties about the accuracy, reliability, completeness, or timeliness of the Site, its content, submissions and responses. NCH does not warrant or represent the results that may be obtained from the use of the site. NCH does not warrant or represent that the site or its content is accurate, suitable, complete, or up-to-date, nor that access to or use of the site or the server which makes it available will be uninterrupted, error-free, or free of viruses or other harmful components. NCH is not liable or responsible for any infections, contaminations, delays in operation or transmission, line failures, errors, omissions, interruptions, lack of availability, or defects arising out of your use of the site or with respect to the material provided or contained in the site. This site may contain typographical errors and NCH is not liable for such errors. To the extent applicable and transferable, NCH transfers any manufacturer’s warranties to you.
9. Limitation of Liability. In no event is NCH liable to you for any damages (including personal injury, wrongful death, lost profits, property damages, special, indirect, incidental, consequential damages, direct, exemplary, loss of data, loss of business, punitive or other damages of any kind even if NCH knew, should have known or is or was advised of the possibility of such damages) resulting from the use of or inability to use the site or its contents, information, submissions or responses or the use or reliance thereof, whether based on warranty, contract, tort, negligence or any other theory. Without limiting the above, NCH shall only be liable to you to the extent of actual damages incurred by you, capped at $1,000 (USD). Any claim arising in connection with your use of this Site or its content, submissions, or responses must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under these terms are exclusive and are limited to those expressly provided herein. You specifically agree that NCH is not liable for any defamatory, offensive or illegal conduct of any user. NCH is not liable for our supplier’s performance or lack of performance or late or missed delivery dates. If you are dissatisfied with the site, your sole and exclusive remedy is to discontinue use of the site. Some jurisdictions may not permit disclaimers or limitations set forth herein, in which case NCH’s liabilities are limited to the fullest extent permitted by applicable law. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. 10. Links and External Sites. This site may contain from time to time advertisements, references, links or pointers to other sites owned and operated by third parties or others (“Linked Sites”). By using such a link, you agree that NCH does not endorse and is not responsible for the content of the Linked Sites, availability of such sites, or the actions or omissions of its owners or operators. You access such Linked Sites at your own risk. You should contact the site administrator or Webmaster for such Linked Site if you have any concerns regarding such links or the content thereof.
11. Privacy. NCH is committed to protecting your privacy and developing technology that gives you the most powerful and safe business experience. NCH follows its Data Privacy Statement (available elsewhere on this site) when collecting, using, processing, retaining and/or disclosing your personal data that you may provide to NCH from time to time.
12. Security. This site has password protection when applicable, firewalls and other security measures in place to help prevent the loss, misuse, and alteration of information under our control. The purchasing functions of our web site were designed to provide you with a secure web environment. The entire checkout process has been secured using SSL (Secure Sockets Layers) technology. SSL technology, the industry standard, allows your computer and our server to communicate in an encrypted format. The SSL technology essentially scrambles your order information to prevent it from being read as it is transmitted over the Internet. To determine if your computer is in a secure environment verify that your URL address begins with “https://” rather than “http://” (http means Hyper Text Transport Protocol and https means HTTP with SSL). SSL Certificates secure all of your data as it is passed from your browser to the website’s server. To get an SSL Certificate, the company must go through a validation process.
13. Jurisdiction and Choice of Law. The site has been created and is owned and operated by NCH and the laws of the State of Texas shall govern this site, these terms and conditions and any dispute related thereto, without regard to conflict or choice of law rules. Use of this site is unauthorized in any jurisdiction that does not give effect to all of these Terms, including without limitation this paragraph.
14. Arbitration. Any controversy, dispute or claim brought by you against NCH or its parent corporations, subsidiaries, affiliates, directors, officers, agents, suppliers, representatives shall be resolved by binding arbitrations in accordance with the international commercial arbitration rules of AAA. Any such controversy, dispute or claim brought by you shall be arbitrated on an individual basis and shall not be consolidated with any other controversy, dispute or claim. The arbitration shall be conducted in Dallas, Texas and judgment on the arbitration award may be entered into any court having jurisdiction thereof.
15. Entire Agreement. These Terms constitute the entire agreement between you and NCH with respect to this site and it supersedes all prior agreements between you and NCH with respect to this site. A printed version of these Terms and of any notice given in electronic form shall be admissible in any court proceedings as a business record generated and maintained in printed form.
16. Severability. If any of these Terms is declared to be illegal, invalid or unenforceable, such provision(s) will be severed from this document. The remaining Terms shall remain in full force and effect as if such severed provision(s) was (were) never a part of these Terms.
17. Violation of Terms. If you violate these Terms, you agree to defend, indemnify and hold NCH, its officers, directors, employees, agents, licensors and suppliers harmless from and against any claims, actions, demands, liabilities, damages, and settlements, including, without limitation, reasonable legal fees, resulting from your violation of these Terms. NCH may terminate or suspend your right to use or access this site immediately without notice, in the sole discretion of NCH, if you fail to comply with the Terms, if we are unable to verify or authenticate any information you supply or release to us, or for any other conduct that is harmful to the interests of another user, third-party provider, or NCH or its merchants, suppliers or customers. In the event of such termination, you are no longer authorized to access any portion of the Site. Serious violations of these Terms and any relevant NCH’s policy may result in termination of your employment with NCH.
18. Contacting the Web Site. If you have any questions about the Terms, the practices of this site, or your dealings with this site, or if you want to report abuse or violation of the Terms, you can contact email@example.com. For technical questions and functionality related issues, please contact the webmaster at firstname.lastname@example.org.
GENERAL TERMS AND CONDITIONS OF SUPPLY
December 19, 2022
In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
1.1 “Buyer” means the person, company or firm who accepts a quotation or offer of the Seller for the sale of the Goods and/or supply of the Services, or whose order for the Goods and and/or Services is accepted by the Seller;
1.2 “Contract” means the contract for the purchase and sale of the Goods and/or supply of the Services under these Terms and Conditions;
1.3 “Equipment” means the equipment supplied to the Buyer on the basis set out in the Service Documentation;
1.4 “Early Termination Fee” means the fee set out in the Service Documentation for the Equipment if the Contract is terminated early.
1.5 “Goods” means the goods (including any instalment of the goods or any parts for them and any Equipment) the subject of the contract or contracts to which these Terms and Conditions apply;
1.6 “Product” means the Goods and/or the Services;
1.7 “Quotation for Works” means the quote supplied by the Seller to the Buyer to supply Equipment, including Customer Premises Equipment and Services;
1.8 Seller” means NCH Australia Pty. Limited, a company incorporated and registered in Australia with ABN number 19 000 609 316, whose registered office address is Unit N2, 391 Park Rd, Regents Park NSW 2143.
1.9 “Services” means the services set out in the Service Documentation the subject of the contract or contracts to which these Terms and Conditions apply;
1.10 “Service Documentation” means the Seller’s Quotation or Proposal for Equipment &/or Services.
1.11 “Site” means each location of the Buyer as set out in the Service Documentation;
1.12 “Specification” means the detailed requirements of the Buyer for the installation and service of equipment by the Seller.
1.13 “System(s)” means the systems of the Buyer which are the subject of the Services as set out in the Service Documentation
2. TERMS AND CONDITIONS
2.1 Every sale of the Product by Seller shall be subject to these Terms and Conditions which shall apply to the exclusion of any terms issued by Buyer or otherwise arising expressly or implied.
2.2 Sales literature, price lists and other documents issued by the Seller in relation to the Products are subject to alteration without notice and do not constitute offers to sell the Products which are capable of acceptance. No contract for the sale of the Products shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the Products or has accepted an order placed by the Buyer by whichever is the earlier of:
2.2.1 the Seller’s written acceptance;
2.2.2 delivery of the Goods;
2.2.3 provision of the Services; or
2.2.4 the Seller’s invoice
3. THE SERVICES
3.1 The Seller will provide a Quotation for Works setting out the Services requested by the Buyer.
3.2 To support the Quotation for Works the Seller will provide the Buyer with a proposal setting out the requirements on the parties necessary to carry out the Services.
3.3 Once the Quotation for Works and Proposal have been agreed with the Buyer, the Buyer will issue a Purchase Order with the quoted price.
3.4 Any additions or alterations to the Services not recorded in the Proposal will be confirmed in writing by the Buyer to the Seller. The seller will issue a new quote to the Buyer reflecting any change in price. For the avoidance of doubt any amendments not confirmed in writing by the Seller to the Buyer do not form part of the Services and are not part of the Contract.
4.1 Products are supplied at the price ruling at the time of despatch or as specified in the quotation supplied by the Seller. Quotations are valid for 30 days unless the period is extended or changed in writing by the Seller.
4.2 The Seller reserves the right, by giving written notice to the Buyer at any time before delivery or provision, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Seller which is due to any change in delivery dates or destination requested by the Buyer, quantities or specifications for the Goods and/or Services which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Prices for Equipment do not include the cost of installation or any related work required. The cost for any services other than product supply will be submitted by the Seller to the Buyer in the form of a Proposal. .
4.4 Freight will be invoiced at the Seller’s rates applicable at the time of despatch. The Buyer has the right
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to dispute the freight charges where the charges do NOT reflect industry rates at the time of despatch.
5. PAYMENT OF SELLER’S INVOICES
5.1 Payment for the Product shall become due 30 days from the end of the month after the date of a Seller’s invoice.
5.2 Without prejudice to any other right or remedy that it may have, if the Buyer fails to pay the Seller any sum due under this agreement on the due date, the seller reserves the right to:
5.2.1 Charge the Buyer interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest at 4% a year.
5.2.2 Suspend all or part of the Services until payment has been made in full.
5.3 All sums payable to the Seller under this agreement:
5.3.1 are exclusive of government taxes (including but not limited to GST), and the Buyer shall in addition pay an amount equal to any government taxes T chargeable on those sums on delivery of a tax invoice; and
5.3.2 Shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. SELLER’S WARRANTIES AND LIABILITY
6.1 Seller warrants that, subject to the normal limits of industrial quality the Goods shall be free from defects in materials and workmanship. If the Goods do not conform to that warranty, Seller will, at its option: repair or replace the Goods; and/or refund and/or invoice credit Buyer in respect of the whole or the proportionate price paid by Buyer for the Goods.
6.2 Seller warrants that the Services will be carried out with reasonable skill and care, subject to the Buyer complying with its obligations as set out in the Service Documentation. If the Services do not conform to this warranty, Seller will, at its option either: carry out remedial works to; re-perform such Services; and/or refund, and/or invoice credit buyer in respect of the whole or the proportionate price.
6.3 Any issues, risks, areas of responsibility, or pieces of work not specifically listed and itemised in the Proposal are outside of Seller’s responsibility and no liability is accepted by Seller in relation to them. In addition, Seller is responsible to the Buyer for items listed in the Proposal only for the duration of the Contract. For the avoidance of doubt, Seller takes no responsibility and accepts no liability for any acts or omissions on the part of the Buyer to deal with obligations incumbent upon the Buyer. The Buyer is required to make its own inquiries and take whatever action they consider is necessary to ensure compliance with the above.
6.4 The forgoing warranties under conditions 6.1 and 6.2 are conditional on the following:
6.4.1 Buyer giving written notice to Seller of the alleged defect in the Goods and/or Services, with such notice to be received by the Seller within 7 (seven) days of the time when Buyer discovers or ought to have discovered the defect, and in any event within 3 (three) months of delivery of the Goods and/or provision of the Services unless otherwise stated in the Service Documentation;
6.4.2 Buyer affording Seller a reasonable opportunity to inspect the Goods; or (if so requested by Seller) returning the allegedly defective Goods to Seller’s works. In the event that the Goods are returned to the Seller (at Seller’s request for inspection to take place there) carriage is to be paid by Buyer;
6.4.3 Buyer making no further use of the Goods after the time at which Buyer discovers or ought to have discovered the defect(s);
6.4.4 the defective Goods, having been used, stored and maintained in accordance with any instructions, information or literature issued or made available by Seller, or in accordance with general trade practice, and there being no negligence or misuse on the part of Buyer, its servants or agents, nor the Goods having been altered or repaired by any person other than Seller or those authorised by Seller; and
6.4.5 Seller being satisfied that the defect(s) in the Goods and/or Services was/were due to defective workmanship or use of defective materials, and without prejudice to the forgoing, Seller shall be under no liability whatsoever for defects due to: fair wear and tear; neglect; any wilful damage; use of the Goods for any purpose other than those for which they are designed; failure to follow the Seller’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Seller’s prior approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
6.5 Save as otherwise provided for in these Terms and Conditions, and to the full extent permitted by law:
6.5.1 all conditions and warranties express or implied are hereby expressly excluded;
6.5.2 Seller shall be under no liability for any loss or damage howsoever caused which arises in respect of Buyer’s liabilities to any third party; and
6.5.3 Seller shall be under no liability for any direct, indirect or consequential loss or damage howsoever caused, and, without prejudice to the foregoing, Seller shall not be liable for any costs claims or damages or expenses, arising out of any tortious acts or omissions or any breach of contract or statutory duty or misrepresentation, calculated by reference to profits,
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income production or accruals or loss of such profits, income production or accruals or by reference to accrual of such costs claims damages or expenses on a time basis.
6.6 Nothing herein contained shall be construed as an attempt to exclude or limit the liability of Seller:
6.6.1 in negligence for the death of or injury to any person; or
6.6.2 Fraud or fraudulent misrepresentation.
6.7 Nothing in this condition 6 shall limit the Buyer’s payment obligations under the Contract.
6.8 Subject to conditions 6.4 and 6.5 above, the maximum liability of Seller under or in connection with any contract to which these Terms and Conditions apply (including for negligence) shall not exceed the price received by Seller from the Buyer under such a contract.
6.9 Seller shall not be liable for loss or damage suffered or incurred by Buyer to the extent resulting from Buyer’s own negligence or wilful default.
6.10 Save to the extent that Seller is by this condition expressly made liable, Buyer shall indemnify and keep indemnified Seller against any and all expenses, liability, loss, claims or proceedings, arising out of, or caused by, or occurring in the course of the sale of the Goods and/or carrying out of the Services.
6.11 Seller accepts no responsibility for any drawing, design or specification not prepared by Seller; Seller gives no warranty, guarantee, representation or opinion, on the practicability of construction or of the efficacy, safety or otherwise, of materials to be supplied or work to be executed by Seller in accordance any drawing, design or specification not prepared by Seller; and Buyer shall be responsible for the cost of any additional work caused by defects in any such drawings, designs or specifications.
7.1Delivery is deemed to have occurred at these times, if Product is:
7.1.1 Collected from Seller’s point of despatch.
7.1.2 Delivered by Seller to the delivery address detailed on the Buyer’s Purchase Order.
7.2 The Seller will deliver the products in its standard lead times in place at the time of despatch. Any requests for a more urgent delivery by the Buyer will incur surcharges. The seller will endeavour to supply more urgent deliveries but are under no obligation. The buyer can organise their own transport with collection from the Seller’s point of despatch and during the Seller’s standard operating hours.
7.3 For product supplied in bulk packaging (greater than 20L or 20KG) deviations in quantity of Goods delivered, up to a maximum of either 10% of weight or volume, from that stated in the Buyer’s Purchase Order, shall not permit the Buyer any right to reject delivered Goods or to claim damages, and Buyer shall be obliged to accept the delivered Goods and to pay in full and on time, at the contract rate, for the quantity of Goods delivered.
8.TITLE AND RISK
8.1 Property in the Goods shall not pass to Buyer until the full price of the Product and every other sum whatsoever which is due from Buyer to Seller, whether under this Contract or otherwise, have been received in full by Seller in cash or cleared funds. This condition shall apply notwithstanding that the Goods have been affixed to or incorporated in real or other property.
8.2 The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if:
8.2.1 the Buyer commits or permits any material breach of its obligations under these Terms and Conditions;
8.2.2 the Buyer enters into a voluntary arrangement under a relevant insolvency legislation or any other scheme or arrangement is made with its creditors;
8.2.3 the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors; or
8.2.4 the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder, a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.
8.3 Notwithstanding the forgoing:
8.3.1 Nothing in this condition 8 shall in any way limit or modify Buyer’s obligation to pay for the Goods in full.
9.NON-DELIVERY AND DAMAGE IN TRANSIT
9.1 Buyer shall notify Seller in writing of any claim for non-delivery of the Goods or for damage in transit, within 7 (seven) days of the date of delivery or due date for delivery. Following such notification, Seller shall make good any shortage in the Goods delivered and will replace Goods damaged in transit as soon as it is reasonably able to do so, but shall not be under any additional liability, howsoever arising. Seller’s obligation to replace damaged Goods shall be subject to such Goods being returned to and inspected by the Seller.
9.2 If for any reason Buyer fails to accept delivery of the Goods, Buyer shall remain liable to pay the price for the Goods, (with interest) at the time and at the rates specified in these Terms and Conditions; and Buyer shall be responsible for any and all loss or damage to the Goods howsoever until such time as the goods are delivered.
9.3 Seller reserves the right to terminate any contract with the Buyer on these Terms and Conditions in the event that the Buyer unreasonably refuses to accept delivery of the Goods.
10.1 Buyer shall indemnify and keep indemnified Seller against all costs, claims, demands and damages arising from any failure of Buyer to ensure that any person handling, using or having access to the Goods complies with information and warnings provided by Seller.
11.1Without prejudice to the generality of the word, “package” shall include drums, intermediate bulk containers, and other such containers.
11.2 All packages are deemed non-returnable. Disposal of any remaining content and the packages themselves are the full responsibility of the Buyer.
12.INSOLVENCY OF BUYER
In the event of Buyer entering into any arrangement or composition with its creditors, committing any act of bankruptcy; (being a corporation) an order being made or a resolution being passed for its winding up (except forthe purposes of amalgamation or reconstruction as a solvent company); or a Receiver or Administrator beingappointed in respect of the whole or any part of its undertaking or assets, Seller may without prejudice to its otherrights terminate any contract to which these Terms and Conditions apply forthwith by written notice to Buyer, and shall be entitled to suspend all or any work or future deliveries of Goods and/or the provision of Services undersuch contracts.
13.1 Seller shall not be liable for any failure to deliver Product arising from circumstances beyond Seller’s reasonable control. Non-exhaustive illustrations of such circumstances include: act of God; explosion; abnormal weather conditions; fire; flood; strikes; lockouts; Government action or regulations (UK or otherwise); pandemics or epidemics; delay by suppliers; accidents and shortage of materials, labour or manufacturing facilities.
13.2 Should Seller be so prevented from delivering the Products to Buyer, Seller shall give Buyer written notice of this fact as soon as reasonably practicable following discovery thereof.
13.3 If the circumstances preventing delivery of Product continue for more than three months after Buyer receives Seller’s notice under condition 13.2 above, either party may give written notice to the other terminating any contract to which these Terms and Conditions apply.
13.4 If the Contract between the parties subject to these Terms and Conditions is terminated under condition 13.3 above, Seller shall refund any payment which Buyer has already made towards the price of the Product (subject to deduction of any amount Seller as the Seller may think fit (notwithstanding any purported appropriation by the Buyer)), but Seller will not be liable to compensate Buyer for any further loss or damage caused by Seller’s failure to deliver Product.
13.5 Any delay in delivery of Product which is excusable under this condition 13 shall be excused, notwithstanding that goods of the same description as the Goods and/or Services may be available to purchase from another source by the Seller for supply to Buyer.
Any notice required to be given or served in accordance with these Terms and Conditions shall be in writing(excluding fax and email) and shall be deemed to have been duly given if sent or delivered to the party concernedat its address detailed in the Buyer’s purchase order or Seller’s quotation.
15.ASSIGNMENT OF CONTRACT
No contract between the parties to which these Terms and Conditions relate shall be assigned by Buyer. Nothing in these Terms and Conditions shall prevent Seller from sub-contracting all or part of any contract between the parties to which these Terms and Conditions relate.
16.INTELLECTUAL PROPERTY RIGHTS
16.1 Buyer shall not use the Goods or any specifications, designs or drawings or any other information supplied by Seller for the purpose of designing or manufacturing identical or similar goods. All patents, registered designs, copyright and other intellectual property rights in or in connection with Goods which Seller may have shall remain the sole property of Seller at all times.
16.2 Buyer shall indemnify and keep indemnified Seller against all charges, damages, penalties, costs and expenses to which Seller may become liable as a result of supplying the Product to the Buyer, provided that said charges, damages, penalties, costs and expenses arise as a result of Seller’s infringement of any patents, trademarks, copyright or registered designs or other intellectual property rights of any third party.
17.1 Each party undertakes that it shall not disclose to any person any confidential information concerning
the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 17.2.
17.2 Each party may disclose the other party’s confidential information:
17.2.1 To its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 17; and
17.2.2 As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
17.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
The Seller may terminate any contract between the parties subject to these Terms and Conditions upon providingthe Buyer with 30 days’ written notice.
Upon termination by either party, the Seller has the right to invoice the Buyer for any costs
-Related to product being manufactured, imported or sourced for which the Buyer has issued a Purchase Order.
-The balance of any service or rental agreement that has not expired.
-Related to the recovery of equipment at the customer’s premises including disposal of any waste.
The Seller will not be required to provide credit or accept the return of any products the Buyer may not have usedat the time of notice of termination.
19.GOVERNING LAW AND JURISDICTION
Any contract between the parties subject to these Terms and Condition shall be governed by and construed inaccordance with the law of New South Wales.