These terms and conditions prevail over any terms and conditions issued by the Purchaser unless Wanzl Australia Pty. Ltd. (hereafter called Wanzl Australia) otherwise agrees in writing.
(a) Unless previously withdrawn, a quotation is valid for 30 days or such other period as stated in it. A quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship shall arise from it until the Purchaser’s order has been accepted in writing by Wanzl Australia.
(b) Wanzl Australia shall not be bound by any conditions attaching to the Purchaser’s order or acceptance of a quotation and, unless such conditions are expressly accepted by Wanzl Australia in writing, the Purchaser acknowledges that such conditions are expressly negated.
(c) Every quotation is subject to and conditional upon obtaining any necessary import, export or other licence.
All prices quoted are exclusive of handling charges, GST and other Government charges. All prices are F.O.B. Quoted prices are firm for delivery within 2 months after quotation but are subject to rise and fall for delivery outside that period on the basis of change in costs to Wanzl Australia including (where relevant) exchange rate fluctuations, labour or other input cost changes, changes in taxes, or other Government charges after quotation. Except where specific prices are quoted, supply shall be on the basis of Wanzl Australia’s list price prevailing at the time of despatch. List prices may be subject to alteration by Wanzl Australia without notice.
Except where Wanzl Australia grants its prior approval in writing to credit terms pursuant to this Clause, payment for all products shall be immediate against invoice presented on or before delivery. Wanzl Australia may grant credit to approved Purchasers on the basis of a credit application form approved by Wanzl Australia and completed by the Purchaser. Where so granted, payment shall be made pursuant to those terms set out by Wanzl. Such credit facility may be withdrawn or varied by Wanzl Australia at any time without notice to the Purchaser and if withdrawn payment shall be immediate against invoice present on or before delivery. Where no orders have been made by the Purchaser for 6 months, the credit facility shall be deemed to have been withdrawn by Wanzl Australia and may only be reinstated on the basis of a new credit application form completed by the Purchaser and accepted by Wanzl Australia. No deduction to the invoice amount shall be allowed by way of set off, counterclaim or otherwise without the prior express written authority of Wanzl Australia. Where delivery is by installment, Wanzl Australia may withhold indefinitely any further installments until full payment for prior instalments has be made. Unless proof to the satisfaction of Wanzl Australia of exemption from GST is provided by the Purchaser, GST on the products shall be paid to Wanzl Australia at the time for payment for the products. All other Government charges in respect of the products shall be paid at the time of payment for the products.
5. Interest on overdue accounts
The Purchaser shall unless otherwise agreed in writing by Wanzl Australia pay interest on all overdue accounts at the rate of 1.5% above the Westpac Banking Corporation Indicator Lending Rate. Such interest to be payable from the due date for payment until the date of actual payment.
6. Delivery & Risk
All times quoted for delivery are estimate only and while Wanzl Australia will use its best reasonable endeavors to meet quoted delivery times, Wanzl Australia shall not be liable for any loss or damage to the Purchaser or any other person (including consequential loss or damage) for any failure for whatever reason to meet quoted delivery times. Wanzl Australia may deliver by instalment but any failure to deliver any particular instalment by the date specified shall not entitle the Purchaser to rescind the instalment contract. The product shall be at the Purchasers risk from the time and place of despatch by Wanzl Australia from Wanzl Australia’s premises. The Purchaser shall arrange for insurance of the products in transit for the full insurable value of the product and shall bear all proper costs including freight insurance in respect of delivery of product to or at the direction of the Purchaser. The method of delivery shall be specific by the Purchaser but if not specified such delivery shall be at Wanzl Australia’s discretion provided that all carriers engaged to deliver the product shall be agents of the Purchaser.
7. Cancellation of orders
The Purchaser shall not at any time cancel any orders except with the prior written consent of Wanzl Australia.
8. Claims & Returns
No claim for shortage or damage to products shall be considered by Wanzl Australia unless received in writing by Wanzl Australia within 7 days of delivery. No claim for non-delivery shall be considered by Wanzl Australia unless received by Wanzl Australia in writing within 7 days of invoice date. Products may only be returned by the Purchaser prepaid within 21 days of delivery and only with Wanzl Australia’s written consent prior to despatch by the Purchaser and Wanzl Australia shall not be responsible for any loss or damage to the products arising out of any refusal by Wanzl Australia to accept return of goods where such authorization has not been given. Returns will only be credited where goods are received in good order and condition. Where products are returned because of an ordering mistake by the Purchaser or some reason other than as a result of fault in the products or by Wanzl Australia, a restocking fee of 10% shall apply to such return which shall be payable by the Purchaser on such return.
9. Demonstration stock
Wanzl Australia may on the Purchaser’s written request supply products for demonstration purposes and such written request and Wanzl Australia’s appropriately noted copy of its despatch advice shall (in the absence of obvious error) be conclusive proof of supply of products on such basis. Where products are so supplied, title shall remain with Wanzl Australia but risk shall pass to the Purchaser on despatch until return freight prepaid to Wanzl Australia on or before the date specified on the despatch advice. If not returned by such date, the Purchaser shall pay Wanzl Australia the cost of the products. If returned in damaged condition, the Purchaser shall pay the cost of repair, or if incapable of repair, the full cost of replacement.
10. Plans, drawings & specifications
All plans, drawings, illustrations and specifications supplied by, or on behalf of, Wanzl Australia to the Purchaser shall be kept confidential by the Purchaser and shall remain the exclusive property of Wanzl Australia and copyright in such materials shall vest at all times in Wanzl Australia. Where Wanzl Australia, at the request of the Purchaser, manufactures products to the design, specifications or in compliance with suggestions of the Purchaser, Wanzl Australia will not be liable for the practicability or performance of such designs, specifications or suggestions or for any loss or damage caused to any person caused by reliance on them.
Wanzl Australia warrants to the Purchaser that the products will, under proper use, care and maintenance, be free from defects due solely to faulty workmanship or materials for a period of 5 years castor warranty, 5 years surface treatment warranty and 10 year chassis durability warranty from the date of delivery to the Purchaser. This applies to all equipment and trolleys provided that favourable conditions prevail; ie. it is a normal ambience climate and trolleys are maintained under-cover. Exclusion to this warranty includes any damage obviously caused by customers, equipment and trolley collection contractors or staff. Warranty conditions include normal day to day use of the trolleys by customers but not to deliberate mistreatment and vandalism and exceeding the specifications of the equipment or trolleys usage for other than the business intended. To the extent that upon return to Wanzl Australia (freight pre-paid) during that period, Wanzl Australia shall, at its option, give a credit, repair or supply a replacement. Goods or parts not manufactured by Wanzl Australia shall be subject only to that manufacturer’s warranty (if any). Except for this warranty or as required by mandatory operation of law including under the Trade Practices Act 1974 and equivalent state legislation, all conditions or warranties in respect of the products, express or implied, statutory or otherwise (including without limitation any warranties as to fitness for any particular purpose), are hereby excluded. Except where required under such legislation Wanzl Australia shall not be liable to any person for any injury, loss or damage, however arising. Where the above legislation allows, Wanzl Australia’s liability is limited (at Wanzl Australia’s option) to replacement of the products or the supply of equivalent products, payment of the cost of replacing the products or supplying equivalent products or the repair or the cost of the repair of products. Any modifications or repairs made to the products without the prior written authorization of Wanzl Australia shall invalidate this warranty. Replacement of parts pursuant to the repair of products under Wanzl Australia’s warranty shall not exceed the warranty for the products beyond the original period specified above or for 12 months and no separate warranty is provided for such parts.
Where Wanzl Australia is required under a contract for supply of products to install the products or any of them at the Purchaser’s nominated premises, or sites, the Purchaser shall ensure that Wanzl Australia and its employees and agents are given reasonable and unimpeded access to such premises or sites, at the times specific by Wanzl Australia for such installation. The Purchaser shall also provide Wanzl Australia reasonable use of any facilities or equipment on the premises or sites for the purposes of such installation.
No employee, agent or contractor of Wanzl Australia (except where authorized in writing by the General Manager of Wanzl Australia) has any authority to give any warranties or make any representations about the performance specifications or fitness for the purpose of the products other than those specified in Wanzl Australia’s authorized written material. All such unauthorized warranties and representations are expressly excluded.
Title to the products shall not pass to the Purchaser until the Purchaser pays all monies owing to Wanzl Australia in respect of such products. Until full payment is made by the Purchaser for the products, the Purchaser shall hold the unpaid products UPON TRUST for Wanzl Australia absolutely and shall as far as practicable store the products in such a way that they can be separately identified from other products. Wanzl Australia is entitled to enter the premises of the Purchaser to take possession of goods in respect of which payment is overdue. The Purchaser may as trustee for and on behalf of Wanzl Australia sell to a third party products in respect of which payment has not been made and the Purchaser shall hold the book debt arising from such a sale and, upon payment of such debt, the proceeds of the sale (but only to the extent of the monies and any other outstanding interest owing to Wanzl Australia in respect of the products) UPON TRUST for Wanzl Australia absolutely and the balance of the book debt of proceeds shall belong to the Purchaser absolutely.
Wanzl Australia may terminate any contract made under these terms and conditions if the Purchaser becomes bankrupt or insolvent or makes any arrangement with its creditors or suffers a receiver to be appointed or, being a body corporate, enters into liquidation.
The Purchaser shall not assign its interest in any contract with Wanzl Australia without the prior written consent of Wanzl Australia.
17. GOVERNING LAW
These terms and conditions shall be governed by the Law of Victoria and the parties hereby submit to the non-exclusive jurisdiction of the courts of Victoria in respect of any dispute under the contracts.
No employee, agent or contractor of Wanzl Australia has any authority to alter these terms and conditions without the prior written authorisation of the General Manager of Wanzl Australia.