Seller means ITW AAMTECH
These Conditions of Sale shall apply to the contract between the Buyer and the Seller (the whole of which
contract, including these Conditions of Sale, is hereafter referred to as "the contract"). Telegraphic, telephonic
or verbal alterations and arrangements shall not be binding on the Seller unless and only to the extent that
they are confirmed in writing by the Seller.
2. WEIGHTS MEASUREMENTS, etc.
Weights and measurements forming part of the contract and/or on any supplement are approximate only. Any
descriptions of the goods which are the subject of the contract (hereinafter referred to as "the goods") shall
not be deemed part of the contract unless specifically stated in writing by the Seller to be part of the contract.
Unless otherwise stated the price referred to in the contract (hereinafter referred to as "the price") is subject
to variation occurring after the date of contract in the event of changes in tariff or fiscal policy exchange
fluctuations, devaluation, change in wages or the price of raw materials or labour conditions, freight or insurance
rates. The amount of such variation shall be determined by the Seller and shall be to the Buyers account unless
otherwise stated in writing by the Seller.
Delivery dates are calculated from the date of receipt by the Seller of all details required by it and are given by
the Seller in good faith under existing conditions but are not to be of the essence of the contract. The Seller will
take reasonable steps to effect delivery at the time indicated but will not be liable for delay in delivery or
non-delivery or for damages at the time indicated but will not be liable for delay in delivery or non-delivery or for
damages therefore from any cause whatsoever including (but without prejudice to the generality of foregoing)
strikes, lock-outs, accidents, fire, war, outbreak of hostility, force, intervention by Government, storm, Acts of God
or changes in shipping arrangements.
Unless otherwise specified in the contract, delivery by the Seller to the Buyers plant or site nominated by the
Buyer is included in the price if the plant or other site is within a capital city of the state of the Commonwealth.
If the plant or site is not within a capital city of the State of the Commonwealth, the cost of delivery will be the
The Seller at its expense shall insure the goods against all risks and during transport to the Buyers premises or
site nominated by the Buyer(or failing such) behind doors.
6. PASSING OF RISK
The goods are at the Buyers risk when the same are despatched from the sellers premises.
The Seller shall retain the legal and beneficial property and interest in the goods and that property and interest
shall only vest in the Buyer when the Seller has received payment in full for the goods. Until the Seller has
received payment in full for the goods the Buyer shall hold the goods as bailee for the Seller and shall keep them
separate from its other goods so as to be identifiable as the property of the Seller. The Seller or its agent (until
the Seller receives payment in full for the goods) may so often as it deems necessary at any reasonable time
without the necessity of giving the Buyer any previous notice enter into or upon any premises of the Buyer
where any of the goods are presumed to be for the purpose of inspecting the goods.
(a) Unless otherwise agreed, payment shall be made as follows:-
(i) If the Buyer has a credit account with the Seller, cash on or before the last day of the month following
the month during which the contract was made.
(ii) If the Buyer does not have a credit account with the Seller, cash on delivery.
(b) If payment is not made in accordance with this Clause, the Buyer will pay interest on any amount outstanding
at the rate of 24.0 per cent per annum calculated from the date of contract until the date of payment.
(c) Any Commission payable to a collection agency will be fully recoverable from the Buyer.
9. DEFAULT BY THE BUYER
If the Buyer defaults in the payment of any money payable hereunder the Seller shall be entitled to terminate the
contract and remove the goods from the Buyers premises and thereafter either to sue the Buyer for breach of
contract or to resell the goods as owner and the efficiency, if any, arising on such resale and all expenses and the
incidental to such removal and resale or attempted resale and the Buyers.
10. MANUFACTURERS WARRANTY
To the extent to which they are available by their terms all goods are sold subject to the manufacturers warranty
(if any) and to the manufacturers terms and conditions of sale. Warranties do not cover normal wear and tear nor
damages or destruction by accident or misuse.
11. SELLER’S LIABILITY
(a) Pursuant to section 68A and section 74L of the Trade Practices Act this clause applies in respect of any
of the goods which are not of a kind ordinarily acquired for personal, domestic or household use or
consumption, provided that this clause will apply if the buyer establishes that reliance on it would not
be fair or reasonable.
(b) Liability for breach of a condition or warranty implied by law other than a condition implied by Section 69
of the Trade Practices Act is limited to:
(1) In the case of goods, any one of the following as determined by the Seller
1) The replacement of the goods or the supply of equivalent goods; or
2) The repair of the goods; or
3) The payment of the cost of replacing the goods or of acquiring equivalent goods; or
4) The payment of the cost of having the goods repaired.
(c) The Seller’s liability does not extend to indirect or consequential loss, damage or injury of any nature to
persons or companies or property due to any cause whatsoever including (but without limited the
generality of the foregoing) -
1) Negligence by the Seller or any servant or agent of the Seller.
2) Loss of production or profit or otherwise.
The Buyer acknowledges that it has not relied on any representations made by the Seller, the Seller’s agent or
any other person, persons or corporations in and about entering into the contract between it and the seller other
than as set out in these Conditions of Sale and agrees that no representation made by the Seller, the Seller’s
agent or any other person, persons, or corporation shall be binding upon the Seller or affect its right in any way
whatsoever except in so far as they are included in these Conditions of Sale.
13. CANCELLATION OF ORDER AND RETURN OF GOODS
Unless otherwise agreed and confirmed in writing by the Seller, the Buyer may not cancel the order or refuse to
accept delivery of the goods, and the Seller will not accept any goods that the Buyer purports to return to the
Seller after they have been delivered.
If the Seller agrees that the Buyer may cancel the order or refuse to accept the goods or that it will accept goods
that the Buyer returns to it and confirms that agreement in writing, the Buyer shall pay fifteen percent of the price
to the Seller as a service charge.
14. GOODS MANUFACTURED AT BUYER’S REQUEST
If the goods are manufactured by the Seller at the Buyer’s request, the following conditions shall be terms of
a) The Buyer shall accept and shall pay for all of the goods delivered to it by the Seller equal to but not
exceeding 110 percent of the quantity or amount ordered by the buyer.
b) The cost of any material or product that the Seller purchases or manufactures in order to manufacture
the goods is not included in the price and is to the Buyer’s account.
c) Any inventions discoveries or improvements, whether patentable or not, made by the Seller arising
from or in any way relating to the manufacture of the goods and any information concerning such
inventions, discoveries or improvements shall belong to and be the absolute property of the Seller.
d) The Buyer indemnifies and will keep indemnified the Seller from all claims and proceedings against the
Seller as a result of work done by the Seller at the Buyer’s request in accordance with design or
specifications furnished to the Seller by the Buyer and which involve the infringement or alleged
infringement of any copyright, letters patent, registered design or trade mark.
15. LAW OF CONTRACT
The contract shall take effect and be construed in accordance with the law of New South Wales and any action or
legal process thereunder shall be brought or effected in the appropriate Court of New South Wales. The Buyer
agrees to submit to the jurisdiction of the Courts of New south Wales.