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1.
SCOPE
1.1.
These terms and conditions of sale (“Terms”) apply to all
contracts of sale entered into by Globaltech Pty Ltd (“Globaltech”)
and its customers (“Buyers”) and constitute the entire trading
terms with respect to purchasing goods and services (“Product(s)”)
from Globaltech and supersedes all other agreements and understandings
between Globaltech and its Buyers (“the Parties”), unless
specifically stated in writing and signed by an officer of Globaltech.
1.2.
By acceptance of deliveries made in pursuance of any purchase order
(“PO”) placed upon Globaltech, the Buyer accepts these terms
contained herein. Globaltech’s failure to object to any of the Terms
contained in any communication with the Buyer shall not be deemed a waiver
of these Terms.
1.3.
In the case of a Buyer requesting a quotation from Globaltech, for
standard, customized or OEM Product, and Globaltech provides such
quotation, the Buyer confirms acceptance of these Terms by placing a PO
against such quotation. Upon acceptance of such PO by Globaltech, these
Terms become a contractual agreement for such sale between the Parties.
1.4.
Any other material that Globaltech issues for general use,
including promotional material has no implication on these Terms and the
Terms herein will prevail.
1.5.
Notwithstanding the foregoing, however, typographical and clerical
errors are subject to correction.
1.6.
Globaltech may require a PO to be in writing and in such case
Globaltech shall not have any commitment until the Buyer has placed a
written PO in terms acceptable to Globaltech and Globaltech accepted the
PO. Globaltech shall not have any obligation to fulfil any PO for any
reason whatsoever.
1.7.
Globaltech reserves the right to alter the Terms at any time.
1.8.
Globaltech Terms are available to all Buyers on request and are
posted on the Globaltech website: www.globaltechcorp.com
2.
PO’s from Buyers
2.1.
Globaltech is not obliged at any time to accept any PO from the
Buyer. Globaltech must accept PO’s before orders can be processed. This is
done by way of direct acknowledgement, by advising shipment date, or by
actual shipment of the Products ordered. Globaltech will ship orders
according to the Buyer’s exact requirements and will not substitute a
Product unless instructed to do so by the Buyer. The Buyer may place a PO
for any quantity of stock and Globaltech endeavours to deliver that stock,
provided that there is stock available.
2.2.
All telephone PO’s must be confirmed either by letter or fax. PO’s
must include the Globaltech part number or part description and price.
Prices used to process PO’s will be prices quoted by Globaltech to
respective Buyers. All delivery details must be clearly marked on the PO.
3.
PAYMENT Terms
3.1.
All invoices are net and are due on the date of invoice, unless
otherwise stated.
3.2. Each consignment shall be considered a separate and independent
transaction and payment therefore shall be made accordingly.
3.3.
Minor defects in the Products shall not entitle the Buyer to
withhold payment.
3.4. Warranty work will not be
carried out on any product where the Buyer withholds payment or part
payment for that product. The Buyer is not entitled to any Warranty
offered by Globaltech whilst full payment for the product is not received
by Globaltech from the Buyer.
3.5.
Credit trade accounts are available to approved Buyers that must be
registered companies in Australia.
3.6. Where credit terms are approved and given, standard payment for all
credit trade accounts is payment due 30 days after the date of invoice
unless specified otherwise. If any sum is not paid on the due date, then
all sums invoiced to the same Buyer, that may have not been due otherwise,
shall become immediately due and payable.
3.7. Without prejudice to Globaltech’s other rights, interest will
accrue on all late payments at the rate of 1.5% (plus GST) per month or
part thereof on the entire amount, which has become due and payable. A $15
fee (plus GST) will also be charged for each reminder sent. Reminders
will be sent each week until all outstanding payments have been received.
3.8.
Globaltech has the right to sue for the whole amount outstanding,
plus all legal and recovery costs, without prejudice to any of its other
rights.
3.9.
Cash with PO or cash on delivery are accepted and payment should
include GST. Master card or Visa card are accepted for payment only when
ordering and not for payment of credit accounts. Cheques and postal
orders shall be made out to Globaltech Pty Ltd.
3.10. Clauses 5., 6.8, 6.9, 7.5 and 7.6 are also considered intrinsic
part of these Payment Terms.
4.
PRICE, Title and Risk
4.1.
All quotes by Globaltech are firm unless otherwise specified in the
quote, for a period of 30 days from the date they are dated, after that
time they are subject to confirmation in writing.
4.2.
All prices are ex-works Perth Metro, Western Australia point of
consignment. Products will be shipped at the Buyer’s risk following
pick-up by a freight forwarder that Globaltech may have engaged on the
Buyer’s behalf. Freight and insurance cost and risk of loss in transit
are the responsibility of the Buyer.
4.3.
Title to property of the Products shall only pass to the Buyer
following Globaltech’s receipt of all monies payable for these Products by
the Buyer.
4.4.
All published prices are subject to alteration without notice.
5.
DEFAULT in Payments
5.1.
In the event of the Buyer making default in payment or breaching
any other condition herein or In the event that the Buyer going into
liquidation (other than a voluntary liquidation for the purpose of
amalgamation or reconstruction) or being declared bankrupt or going under
administration, Globaltech shall become entitled to withhold supply,
services, technical support or any outstanding delivery of goods (“Services”),
unless all payments for these Services can be and is made in advance.
5.2.
Additionally in the case of default in payment Globaltech shall be
entitled to charge interest at the rate of 18 percent per annum or part
thereof on all unpaid monies; such interest to be calculated from the due
date for payment to the date of actual payment.
5.3.
The Buyer shall be liable for the costs of all stamp duties,
solicitor’s fees, process services costs and other disbursements incurred
by Globaltech to recover monies owing by the Buyer.
5.4.
In the event of clause 5.1 above and with reference to liquidation
or administration of the Buyer, and with accordance of clause 4.3, the
Buyer shall have no title and therefore no right to dispose of any
Products that the Buyer did not pay Globaltech for, and Globaltech shall
have the right to repossess such Products. This shall not release the
Buyer from its other obligations to Globaltech.
6.
DELIVERY of Products
6.1.
Products will be shipped only to the address as specified in the
PO.
6.2.
Unless otherwise required by the Buyer, Globaltech will select and
administer the freight forwarder, and invoice the Buyer accordingly.
Globaltech shall have the right to add reasonable handling charge for
packing and freight that shall not exceed 25% of the actual cost of the
freight forwarder charges.
6.3.
Buyers retain the right to specify or make their own delivery
arrangements
6.4.
Once a freight forwarder collects the Products from Globaltech, and
not withstanding clause 6.3, the Products are deemed delivered. To this
end the words ‘shipped’ and ‘delivered’ and, the words ‘shipment’ and
‘delivery’ and, the words ‘ship and deliver’) shall have the same meaning
throughout these Terms.
6.5.
All quoted delivery dates are estimates only.
6.6.
Globaltech uses third party freight forwarding companies to deliver
Products around Australia and cannot be held liable for any delay or loss
of Product arising from a shipment. Globaltech's policy is to use
competent and responsible freight forwarding companies to ensure that the
Buyer receives the best possible service available. Globaltech will take
responsibility until the Products are picked up from Globaltech premises
by the freight forwarder. Once picked up, the responsibility of the
Products will be transferred to the Buyer who shall rely on the services
of the freight forwarder. It is the responsibility of the Buyer to insure
Products from the point of dispatch to the point of delivery.
6.7.
Any damage that occurs whilst the Products are in transit to the
Buyer is the responsibility of the Buyer. Therefore Globaltech advises
Buyers to have the Products insured against such damage.
6.8.
Part shipment of any PO shall be allowed unless clearly specified
otherwise. Globaltech shall have the right to raise invoice for the
corresponding value of any part shipment. The payment terms of a part
shipment shall mirror the payment terms of the PO, and payment shall not
be withheld by the Buyer, pending delivery of the remainder of the
shipment. Late payment clauses apply fully to part shipments.
6.9.
Delay in shipment of a PO, or any part of a PO, shall not relieve
the Buyer of its obligation to accept and pay for the PO or the remainder
of the PO once shipped.
6.10.
Globaltech will not be liable to pay damages, consequential damages
or compensation for any loss sustained by the Buyer for late shipment or
non-shipment.
6.11.
In the event of any happening beyond Globaltech’s reasonable
control in consequence of which Globaltech cannot make delivery by the
time or times quoted or specified. Globaltech shall be entitled to Ship
part only of a PO, re-schedule delivery or cancel consignment. For the
period during which such cause of delay operates, or in the event of
cancellation, Globaltech shall not be liable for any damages.
6.12.
Corporate Buyer
are defined as buyers
of their own branded goods
(sub-category “OEM
Buyers”), or buyers that order quantities that warrant Globaltech
to make or buy additional stock, (sub-category “Bulk
Buyers”), or buyers of custom-built-Products or 3rd party
Products (sub-category “ Non-Standard Product Buyers”) or buyers outside
Australia (sub-category “Export Buyers”). All of these
Buyers are collectively called (“Corporate Buyers”)
Except for all Corporate Buyers,
the Buyer shall have the right to cancel any PO for Products that have not
been delivered 60 days after the advised shipment date, providing a 30
days formal notice of PO cancellation is issued by the Buyer. Any
cancellation notice by the Buyer shall be null and void if the Products
are delivered within 60 days of the advised shipment date or if shipped
within the 30 days cancellation notice period.
6.13.
In the event of PO cancellation as described in clause 6.12 by the
Buyer, any deposits or monies paid by the Buyer to Globaltech shall be
refunded in full.
7.
ACCEPTANCE of goods and shortages
7.1.
The Buyer shall accept or reject goods in each shipment within 7
days of actual receipt. If the Buyer fails to notify Globaltech in
writing of its rejection and the reason for such rejection within such
period, the Buyer will be deemed to have accepted such shipment and all
the Products within it.
7.2.
Returns for any reason cannot be made without prior authorisation
from Globaltech
7.3.
The Buyer must prepay freight on authorised returns. Under no
circumstances will Globaltech accept charges for returns sent.
7.4.
Queries regarding shortages of Products must be made within 7 days
from the date of actual receipt of shipment and must be accompanied by the
dispatch note and a letter indicating what has been short shipped.
7.5.
Confirmed short shipments if rectified within 14 days by Globaltech
after notification by the Buyer, shall not cause delay or alteration to
the payment terms of the shipment.
7.6.
Confirmed short shipments not rectified within 14 days by
Globaltech after notification by the Buyer will be treated as part
shipment. Payment terms will apply accordingly.
8.
RETURNS warranty and non warranty
8.1. Globaltech Products are covered by warranty for 12 months (unless
otherwise specified in the particular Product warranty), from the date of
purchase by the end user
8.2.
The warranty period will expire 12 months after the date of
purchase by the Buyer (if the Buyer is an end user) or 16 months after the
date of shipment from Globaltech (if the Buyer is a reseller), whichever
comes first.
8.3.
Globaltech’s Buyer’s must ensure that the proper receipts are
issued to the end user for the purpose of warranty claims and whenever
possible, assist in the completion of the warranty registration card at
the point of sale.
8.4. Globaltech warrants that the Products, whilst they remain in the
possession of the Buyer, will under proper use, be free from defects
solely due to faulty workmanship and materials during a period declared in
specific warranty conditions issued in respect of particular Products. Any
Product return under warranty must be pre-authorised by Globaltech, and
sent at the Buyer’s cost. Globaltech will, if it finds such part to be
defective, at its option repair such part or supply a replacement part
free of charge provided that:
8.4.1.
The Products or any part are not without Globaltech consent,
altered, repaired or subjected to any technical attention by any person
other than Globaltech authorised representatives
8.4.2.
The above terms regarding warranty may at Globaltech option be
varied or replaced by specific warranty conditions issued in respect of a
particular Product.
8.4.3.
The warranty does not cover damage due to normal wear and tear,
improper installation, misuse or neglect or where Products have been
subjected to operating or environmental conditions in excess of maximum
values in the applicable specification. The warranty will not cover any
damage caused by a lightening strike.
8.5.
Except as herein provided, all conditions and warranties in respect
of the Products, expressed or implied statutory or otherwise are hereby
excluded. Under no circumstances shall Globaltech be liable to pay
compensation for any injury, loss, damage or consequential damage
sustained by the Buyer howsoever arising.
8.6.
For full warranty terms & conditions refer to the Globaltech
Warranty for specific products
8.7.
Any Product returned to Globaltech that is not under warranty,
shall have a minimum service charge of $88 plus freight. In the event that
a warranty return, is found to be not a warranty claim, the minimum charge
will become payable by the person that sent the Product to Globaltech.
8.8.
Any non-warranty work must be authorized by the person sending the
Product, and is subject to charges that will be advised at such time.
8.9.
Globaltech, at its discretion, will dispose of, or liquidate any
Product returned to Globaltech without authorization to repair it, and, if
such authorization was not received in writing within 90 days of receipt
of the Product. In such event Globaltech accept no liability for any loss
or damage to the Buyer, or the Product owner, arising from the disposal or
liquidation of the Product.
9.0. In addition to clause
3.4, no Warranty work will be carried out on any product that has an
outstanding payment. A product must be fully paid for before any Warranty
work can be carried out. Furthermore any product that is part of a
shipment with other products or part of a bulk order, that has an
outstanding payment due to Globaltech will also not be eligible for
Warranty work. A shipment must be fully paid before all or any of the
products within become eligible for Warranty claims.
9.
PRODUCT Specifications and Pricing
9.1.
Globaltech reserves the right to alter Product prices and/or
specifications at any time without prior notice. Whilst Globaltech
endeavors at time of print of any of its publications, that the
information published is true and accurate, Globaltech cannot guarantee
the accuracy of the information due to printing error or Product
development or any other changes in circumstance. Before ordering, Buyers
must obtain up to date prices, Product specifications and availability.
Prices quoted are exclusive of GST (unless indicated otherwise), and GST
will be charged at the applicable rate.
10.
INTELLECTUAL Property Rights
10.1.
If any claim shall arise alleging that the sale, use or any other
dealing with the Products infringes trade marks or trade name, copyrights
or Patents, registered designs or any other intellectual property (”IP”)
rights of third parties, the Buyer shall forthwith notify Globaltech and
give every assistance to Globaltech in connection with such claims as
Globaltech may reasonably require and shall not itself handle, deal with
or compromise any such claim except with the written consent of
Globaltech.
10.2.
The IP related to any and all of the Products sold remain with
Globaltech or Globaltech’s suppliers as the case may be, and no transfer
of IP is implied and allowed for any of the Globaltech Products to any of
the Buyers. This includes Corporate Buyers.
10.3.
Use or duplication of any trademarks relating to the Products is
strictly prohibited unless authorised in writing by Globaltech, in which
case the Buyer must adhere strictly to the designs of such trademarks as
provided by Globaltech.
11.
TERMINATION of a sale by Globaltech
11.1.
In the case of Globaltech terminating a PO or part of a PO,
Globaltech shall not be liable for incidental or consequential damages.
11.2.
In any event Globaltech shall be entitled to payment for all
products shipped, regardless of any cancellations of other shipments or
part shipments.
11.3.
Should Globaltech terminate a PO or part of a PO, any monies paid
by the Buyer for Product that will not be shipped due to such a
cancellation shall be refunded to the Buyer.
12.
RETURN of New Products
12.1.
Except as provided in clauses 6.12 & 6.13, and herein, the Buyer
may not cancel any PO issued and accepted by Globaltech.
12.2.
The Buyer may terminate a PO only if the Products ordered were
ex-stock, and the Product has not been shipped, or
12.3.
In the event that the Buyer wants to return Products already
delivered, such return can only be accepted after negotiation and
agreement directly with Globaltech’s head office in Perth:
12.3.1.
Globaltech has the right to accept or decline such a return at its
discretion.
12.3.2.
All such Product returns that are approved must be returned in a
saleable condition and in the original packaging.
12.3.3.
A restocking fee of 20% shall apply.
12.3.4.
No returns shall be approved for whatever reason 30 days after
delivery
12.3.5.
No returns will be approved for Non-Standard Products or from OEM
Buyers
13.
Additional Terms for EXPORT Buyers only
13.1.
Prices quoted are FOB basis, in Australian dollars unless otherwise
specified.
13.2.
PO’s must be in writing specifying:
13.2.1.
Price and Currency
13.2.2.
Product part number and/or description
13.2.3.
Delivery address
13.2.4.
Any specific instructions with regards to delivery and
documentations
13.3.
Payment terms for ex-stock product:
13.3.1.
Full payment in advance prior to shipment or
13.3.2.
Irrevocable acceptable L/C on site for the full value to be placed
prior to shipment.
13.4.
Payment terms for Bulk Buyers requiring additional production:
13.4.1.
A non-refundable deposit not less than 30% will be required before
PO can be accepted. Depending on value of shipment a higher deposit maybe
required.
13.4.2.
Balance to be paid in advance prior to shipment or
13.4.3.
Balance to be paid by way of irrevocable acceptable L/C on site
prior to shipment.
13.5.
In the event that the PO is not in Australian currency, quoted
price will be firm providing full payment is received in advance and
within 2 weeks of PO acceptance. (Full payment can be deposit plus
irrevocable L/C for remaining balance)
13.6.
There shall be no returns or cancellation by the Buyer except
returns for repair and or warranty as applicable.
13.7.
There shall be no refunds for Products shipped.
14.
Additional Terms for OEM Buyers only
14.1.
Prices are based on Globaltech ex-works, in Australian dollars
unless otherwise specified.
14.2.
PO’s must be in writing specifying:
14.2.1.
Price and Currency
14.2.2.
Product part number and/or description
14.2.3.
Delivery address
14.2.4.
Any specific instructions with regards to labelling
14.3.
Payment terms are:
14.3.1.
A minimum of 30% deposit before PO can be accepted. Depending on
value of PO a higher deposit may be required.
14.3.2.
Remaining balance to be paid prior to shipment
14.3.3.
An Irrevocable L/C on site for the balance to be placed at least 60
days prior to advised shipment date. Any delays in L/C will result in work
to be stopped and previously provided shipment date to be re-scheduled.
The re-scheduled shipment date shall become the advised shipment date for
such consignment and for all purposes of these Terms.
14.3.4.
Delays in L/C in excess of 30 days will attract additional charges
equal to 1.5% of the full value of the PO per month. These additional
charges must be paid in full before work can be resumed and new shipment
date can be advised.
14.4.
In the event that the PO is not in Australian currency quoted price
will be firm providing full payment is received in advance and within 2
weeks of PO acceptance. (Full payment can be deposit plus irrevocable L/C
for remaining balance)
14.5.
There shall be no returns or cancellation by the Buyer except
returns for repair and or warranty as applicable.
14.6.
There shall be no refunds for Products shipped.
15.
Additional Terms for NON STANDARD Products Buyers Only
15.1.
Prices are based on Globaltech ex-works, and in Australian dollars
unless otherwise specified.
15.2.
PO’s must be in writing specifying:
15.2.1.
Price and currency
15.2.2.
Delivery address
15.2.3.
Reference to specifications clearly identifying deliverables.
15.3.
Payment terms are:
15.3.1.
A minimum of 50% deposit before PO can be accepted. Depending on
value of PO a higher deposit may be required.
15.3.2.
Remaining balance to be paid prior to shipment
15.3.3.
An Irrevocable L/C on site for the balance to be placed at least 60
days prior to advised shipment date. Any delays in L/C will result in work
to be stopped and previously provided shipment date to be re-scheduled.
The re-scheduled shipment date shall become the advised shipment date for
such consignment and for all purposes of these Terms.
15.3.4.
Delays in L/C in excess of 30 days will attract additional charges
equal to 1.5% of the full value of the PO per month. These additional
charges must be paid in full before work can be resumed and new shipment
date can be advised.
15.4.
In the event that the PO is not in Australian currency quoted price
will be firm providing full payment is received in advance and within 2
weeks of PO acceptance (full payment can be deposit plus irrevocable L/C
for remaining balance)
15.5.
There shall be no returns or cancellation by the Buyer except
returns for repair and or warranty as applicable.
15.6.
There shall be no refunds for Products shipped.
16.
ADDITIONAL Terms applicable only to all Corporate Buyers
16.1.
A PO may fall in more than one of these 4 sub-categories being
Export, Bulk, OEM or Non-Standard. In such case the applicable more strict
clauses in favor of Globaltech will apply.
16.2.
In the event and for whatever reason, Globaltech cannot supply a PO
in progress or part of a PO; Globaltech shall cancel such PO or part
thereof, and inform the Buyer accordingly and Globaltech shall refund any
monies paid by the Buyer against such PO or part of.
16.3.
The Buyer has the right to cancel a PO, or part of a PO if and only
if:
16.3.1.
The Delivery of Products is in excess of 90 days late and
16.3.2.
The Buyer has given a 30 day cancellation notice in writing and
Product was not delivered after expiry of the 30 day notice.
The cancellation notice must clearly state that unless the product can be
and is delivered within30 days, the purchase order shall be cancelled.
16.4.
Such cancellation as described in clause 16.3 will apply only to a
part of a PO, if a partial delivery was made within the conditions
described in clauses 16.3.1 & 16.3.2, and
16.4.1.
The Buyer shall be entitled for a full refund of any monies paid
towards Products that were not delivered, however
16.4.2.
The Buyer shall make full payment for Products that was delivered
16.5.
Corporate Buyers are not entitled to cancel purchase orders unless
Globaltech is not able to deliver. Should a corporate buyer cancel a
purchase order and Globaltech for whatever reason accepts such a
cancellation, such acceptance by Globaltech will not waive Globaltech's
rights. In such event any deposits paid to Globaltech by the Corporate
Buyer are not refundable. A minimum of 20% cancellation fee shall be
payable by the Corporate Buyer to Globaltech and up to a maximum of 50% of
the total cancelled purchase order value.
16.6
There is no technology transfer or sale of IP to the Buyer that is
implied in any PO. This is valid to all sales even if the Product supplied
is Non-Standard or OEM Product. Any intended sale of IP shall be clearly
specified in a separate agreement in very clear terms.
16.7.
In the event that a Corporate Buyer improperly cancels a PO for any
other reason except as allowed for in clauses 16.3 & 16.4, in doing so
Corporate Buyer forfeits any deposits paid for such a PO and the Corporate
Buyer shall remain liable for payment of the remaining balance to the
extend described in clause 16.5.
16.8.
All other Terms are applicable to all Corporate Buyers unless
specified otherwise in the Terms.
17.
INDEMNITY
17.1.
In addition to clause 6.10, Globaltech shall not be under any
liability for damage, loss or expenses resulting from the use of any of
its products sold, to the Buyer or end users. The parties indemnify each
other against any claim, loss, cost or expense which either party may
incur or sustain as a result of any act or matter or thing done, permitted
or omitted by the other party or any employee or representative of that
party.
18.
WAIVER
18.1.
Globaltech failure to insist upon strict performance of any
condition of the Terms shall not be deemed a waiver by Globaltech’s any
rights, which may have hereunder
19.
CONFIDENTIALITY
19.1.
The parties will not at any time, divulge any information in
relation to the other’s affairs or business or method of carrying on
business
20.
GOVERNING LAWS
20.1.
The validity, performance and construction of the contract between
the Parties shall be governed in all respects by the laws of the State of
Western Australia.
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