TERMS AND CONDITIONS
1. ENTIRE UNDERSTANDING
This agreement contains the Entire Understanding of the parties and is intended as a final expression of their agreement and a complete statement of the terms thereof. It shall not be modified except by an instrument in writing signed by the parties hereto.
2. ACCEPTANCE AND PAYMENT
On signing this quotation the Purchaser agrees to purchase the equipment specified in the quotation and shall deposit with the Company the amount specified as deposit in the Quote of this proposal; 50% Deposit on signing with balance due on installation. In the event of leasing, prove of the preapproved finance and a minimum deposit of 25% of the total value (in place of the 50% deposit) will be required upfront and will be re-funded on receipt of the finance companies payment. The payment and subsequent banking by the Company of the deposit does not constitute the Company acceptance of the order. The acceptance of the order is subject to the Company acknowledging to the Purchaser in writing that it has accepted the order. The deposit will be refunded in the event of the Company not accepting the order or not fulfilling the order as specified in the purchase agreement. Payment of full purchase price of the equipment shall be made forthwith on the installation of the equipment. The Company has the right to put the software on hold, should full payment not be made within 7 days of Installation. In the case of finance by leasing or hire purchase by third party financiers, the Company and the Purchaser will mutually cancel this order for the purchase of this equipment in the event that the Company enters into an agreement for the sale on a cash basis of the equipment on the same terms and conditions with a finance company satisfactory to it. The Purchaser will enter into an agreement to lease the equipment from such financier on such terms as may be agreed between them.
Cancellation of the order may incur a 5% administration fee. Any specifically purchased software by the company is charged on to the purchaser.
Title to the equipment or every part thereof shall remain with the Company until the purchase price has been paid in full. Failure to pay the purchase price of the equipment or any part thereof when due shall give the Company the right, in addition to any other rights the Company shall have without liability to trespass or any other action, to take possession of the equipment or any part thereof with or without notice to the purchaser. The Purchaser hereby irrevocably authorises the Company or its agents to take possession of the equipment and every part thereof in the event that payment has not been paid in full.
The Company will endeavour but shall not be obliged to deliver the equipment, or any part thereof, no later than the target installation date agreed upon between the Company and the Purchaser. Once the equipment has been signed for, the ownership will transfer to the Purchaser. Shipment dates specified by either party shall be approximate and the Company shall incur no liability for failure to ship on such dates. The Company reserves the right to ship products to the Purchaser in instalments or separate lots.
The prices shown, except where noted, are delivered prices to the premises shown hereon but do not include the following which shall be paid by the purchaser: hire of cranes, special packing, rigging or other special equipment and labour charges which may be necessary to locate the equipment upon such premises. Travel expenses will be the responsibility of the Purchaser. If overnight accommodation is required, reasonable meal and accommodation expenses will be invoiced to the Purchaser. Prices shown are based on current costs to the Company of the equipment at the date of acceptance of this order and in the event of any variation in the rates of exchange, cartage, freight, customs duty or sales tax in excess of two percent (2%) for any one such item between the date of the Company acceptance of this order and the installation date of the equipment or any part thereof the Purchaser will on demand to the Company the amount of any such increased sales tax and duties, if applicable, which are not included in the prices shown unless otherwise stated. The prices listed in the attached purchase agreement are valid for 30 days from the date of this quotation. The amount of any and all future taxes, duties or other Governmental charges assessable upon the production, shipment, sale or installation of the equipment or this agreement other than income tax shall be added to the purchase price and paid by the Buyer.
6. RISK OF LOSS
The Company and its insurers, if any, relieve the Purchaser of responsibility for all risks of loss or damage to the equipment, during the period the equipment or any part thereof is in transit or is in the possession of the Purchaser, up to but excluding the installation date. Except for loss or damage caused by nuclear reaction, nuclear radiation or radioactive contamination for which the Purchaser may be otherwise legally responsible or for loss or damage due to the fault or negligence of the Purchaser, its servants or agents. Upon delivery of stock, the risk of loss or damage to the equipment and every part thereof shall be with the Purchaser.
A. The Company warrants that when installed, the hardware will be in good working order but, to the extent permitted by law, the Company warrants the product installed for a period of 12 months from the date of installation on site. The Company gives no further warranties and no other conditions and makes no representation whatsoever relating to the equipment, its condition or quality or its suitability or fitness for any ordinary or any special use or purpose and any warranties which would otherwise be implied by law are hereby expressly excluded.
B. The Company liability under the foregoing warranty is limited to repair and replacement of the equipment or any part thereof which, in the opinion of the Company is not good working order on the installation date and in particular the Company will be under no liability in damages to the Purchaser or any other person in respect of or arising out of the equipment, the performance, or use.
8. RESTOCKING FEES
Where the Purchaser decides to return any hardware due to change of mind and the product is not defective, the Company accepts returns subject to a restocking fee of 30% of the purchase price paid, plus any applicable sales tax, if the Purchaser returns the hardware within 30 days of the installation date and where the product being returned is damage free.
9. FORCE MAJEURE
The Company shall not be liable for any failure or delay in performance hereunder if such failure or delay is due in whole or in part to any cause beyond its control.
The Company shall not be liable for personal injury or damage caused by the negligence of the Purchaser, and its servants or agents. The Company shall in no event have liability or obligation for special damage. Installation date means the date as certified by the Company on which the equipment passes the Company’s standard installation test. In the event that the Purchaser neglects or wrongfully refuses to accept the equipment or any part thereof the Company shall be entitled to recover as damages in addition to other damages and expenses, compensation for its loss of profit, commission paid or payable by the Company in respect of the sale of the equipment and expenses incurred in the preparation of extraordinary items or programs. This order constitutes the entire agreement between the Company and the Purchaser and no representation or statement not contained in this agreement shall be binding upon the Company as a condition or warranty, or otherwise and any amendment or waiver to this agreement shall not bind unless it is in writing under the hand of a director or the secretary of the Company. The Purchaser shall pay interest on the amount of all overdue moneys owing to the Company relating to this contract. Interest shall be calculated on daily rests from the date the monies are payable up to the date received by the Company. The rate shall be the sum of 3% pa and the cost of the funds to the Company (as to which a certificate signed by the director of the Company shall be the conclusive evidence). The foregoing terms and conditions shall prevail notwithstanding any variation of the terms and conditions of any order submitted by the Purchaser.
All electronic manuals are supplied free of charge with the initial installation of the hardware. All manuals, literature and similar material attached or relating to this quotation at all times remain the property of the Company and shall be returned to the Company upon request.
12. PROPRIETARY RIGHT
The prospective Purchaser, or Purchaser, shall not disclose any confidential information relating to the equipment or this quotation or any part thereof nor permit any such information to be disclosed to any person except trustworthy employees or consultant agents of the Purchaser to whom in the course of the Purchaser’s business it is reasonably necessary that it should be disclosed.
The Purchaser acknowledges that they shall not do anything that has the effect of causing any of the Company’s employees or contractors to terminate or change the nature of their employment arrangements with the Company during the time that the Company services the Purchaser and for a period of 12 months after the services have terminated. In the event that the Purchaser employs or engages as a contractor or employee or contractor of the Company, or effects a change in their employment arrangements, then the Company may charge the Purchaser an amount equivalent to the employee’s or contactor’s gross remuneration in the last six months of their employment with the Company as liquidated damages for its breach of this clause and the company reserves the right to seize supply of goods and services. The Purchaser acknowledges that this amount is a genuine and reasonable pre-estimate of the damages it will suffer as a result of any such breach. The Purchaser will not, without the written consent of the Company, employ or engage as a contractor former employees of the Company unless the employee ceased employment with the Company at least twelve months before the proposed employment or engagement.