1300 883012

Unit 1/18 Kohl Street Upper Coomera 4209

PO Box 171, Coomera. QLD 4209,  Australia

Hassall Australia Trust T/A Spectra Medical (Aust) Pty Ltd ABN 76848731230

Standard Terms and Conditions

Spectra Medical (Aust) P/L Trustee of the Hassall Family Trust

ACN 105 617 436,    ABN 768 487 312 30

 

PART A - TERMS AND CONDITIONS OF ACCEPTANCE OF PURCHASE ORDER BY Spectra Medical (Aust) P/L

These are the terms and conditions upon which Spectra Medical (Aust) P/L sells the products, equipment and goods manufactured and/or distributed by Spectra Medical (Aust) P/L (the goods) to you:-

1. PURCHASE PRICE - The Purchase Price of the goods is provided in the Quotation and unless otherwise stated Spectra Medical (Aust) P/L will be entitled to receive payment in full of the Purchase Price within 30 days of the date of the invoice. Spectra Medical (Aust) P/L reserves the right to charge, in addition to the Purchase Price, any increase in the cost of the goods between the date of this Agreement and the date of arrival of the goods in Australia.

2. DELIVERY - The parties agree that risk will pass to you upon Spectra Medical (Aust) P/L either delivering the goods to you, to your nominated carrier for transportation to you or otherwise upon Spectra Medical (Aust) P/L delivering the goods in accordance with your directions. Under these circumstances, delivery will be complete and you will be deemed to have accepted the goods notwithstanding that you are not physically present at the place or time of delivery and notwithstanding that there has been no receipt obtained for the goods upon delivery.

The expected date for delivery or installation is an approximation only. Whilst Spectra Medical (Aust) P/L will use its best endeavours to meet such dates, you will not be entitled to claim damages, compensation or to rescind the Agreement if Spectra Medical (Aust) P/L fails to deliver the goods on the stated delivery dates. Spectra Medical (Aust) P/L will not be liable to you or to any other person for any loss, cost, expense or damage whether directly or indirectly caused or arising out of any delay or failure to deliver the goods on the date specified.

In the event that Spectra Medical (Aust) P/L is unable to deliver the goods within a period of thirty (30) days from the date specified as the delivery date then Spectra Medical (Aust) P/L may, by giving written notice to you, terminate this Agreement prior to delivery and neither party will have any right of action or claim for damages as against the other. Notwithstanding any provision to the contrary ownership and title to the goods will not pass to you and will remain with Spectra Medical (Aust) P/L until such time as the goods have been paid for in full.

3. ACCEPTANCE OF THE TERMS OF TRADE - Acceptance of our terms of trade is automatic when a purchase order is placed and goods are received by you. If you do not agree with our terms of trade, you may return the unopened goods within 3 business days of receipt of the goods from Spectra Medical (Aust) P/L.

4. RETURNS AND CREDIT POLICY - Notify us immediately if there is a problem with your order. All claims for shortages or incorrectly sent goods must be made within 5 working days after receipt of goods. Any return that is an error on Spectra Medical (Aust) P/L's part will be subject to a full refund or credit. Goods returned due to your ordering errors will be subject to a 25% (of the value of the goods ordered) or $100 restocking fee, whichever is the greater. You will not be entitled to a credit for the freight charged on the initial delivery of the goods. Non-stock items (customised items), which are specially and specifically ordered by customers, cannot be returned for credit.

The request for the return of goods must be in writing addressed to customer service and authorised in advance. A return goods authorisation number (RGA) will be issued and an order number for the restocking fee (if applicable) will be required upon issue of the RGA number. Goods must be returned in their original and unopened packaging with the RGA number on the mailing label.

We cannot accept any return for goods returned more than 21 days after billing or where the returned goods are incomplete, not in unopened packaging and/or not in original condition.

5. TERMS OF PAYMENT - Payment is due upon invoicing and payable within 30 days. Accounts deemed to have an unsatisfactory payment record could be placed on credit hold or on a cash on delivery (COD) basis. Ownership and title to the goods will not pass to you and will remain with Spectra Medical (Aust) P/L until such time the goods have been paid in full

Payment options include cheque, electronics funds transfer, Eftpos or by credit card. Spectra Medical (Aust) P/L reserves the right to charge an administrative fee on all Eftpos and/or credit card payments.

6. REPRESENTATIONS AND WARRANTIES - The parties to this Agreement specifically agree that all the terms, conditions and warranties herein contained will represent the whole of the Agreement. You unconditionally acknowledge and agree that you do not rely upon any other representation made by Spectra Medical (Aust) P/L or any other persons representing Spectra Medical (Aust) P/L concerning the merchantability or fitness for purpose of the goods.

7. WARRANTIES

(a) Spectra Medical (Aust) P/L warrants that the goods are free from defects in materials and workmanship at the time of delivery and such materials and workmanship will be warranted for the warranty period. It will be your responsibility to enquire as to the warranty period for the goods hereby sold and as to the other terms of the warranty given. Spectra Medical (Aust) P/L will, upon request, supply you with full details of the warranty period the terms of the warranty and the extent to which the warranty covers the parts, labour and the goods themselves.

(b) Spectra Medical (Aust) P/L.s liability for breach of any warranty or term or condition contained in Part A will be limited to the repair or replacement of the goods by Spectra Medical (Aust) P/L. Spectra Medical (Aust) P/L, except to the extent prohibited to be excluded by law, will not be liable to you or any third party whatsoever arising either directly or indirectly from any such breach of warranty or from any defective or faulty components or materials or workmanship in the goods or with respect to their installation.

(c) Subject to any qualification in the warranty document Spectra Medical (Aust) P/L will be required to service, free of charge, any defect in materials or workmanship which may occur during the warranty period. If, however, Spectra Medical (Aust) P/L services the goods and concludes that the cause of such service was not any defect in materials or workmanship then you will be liable to pay all of the costs of Spectra Medical (Aust) P/L providing such service.

(d) You must notify Spectra Medical (Aust) P/L in writing of any defect in the material or workmanship of the goods within seven (7) days of becoming aware of such defect. Any notice to Spectra Medical (Aust) P/L must include the date of delivery of the goods, as well as full details of the alleged defects and faulty parts. You must not use the goods, in any way whatsoever, after you have become aware of any defect or fault in the goods until such goods have been repaired or replaced by Spectra Medical (Aust) P/L. If you continue to use the goods prior to the goods being repaired by Spectra Medical (Aust) P/L, then you will indemnify Spectra Medical (Aust) P/L and keep Spectra Medical (Aust) P/L indemnified for any claim made by any person whatsoever against Spectra Medical (Aust) P/L for damages arising out of injury to any person or property, where such injury to any person or property is a direct or indirect result of the use or misuse of the goods. You will have no claim against Spectra Medical (Aust) P/L with respect to such defects or any consequential damage or liability flowing therefrom.

(e) You must not take any steps to repair the faulty goods or any part thereof without the express written consent of Spectra Medical (Aust) P/L. In the event of you endeavouring to carry out such repairs without Spectra Medical (Aust) P/L.s consent then Spectra Medical (Aust) P/L.s liability to repair the goods will cease. Spectra Medical (Aust) P/L will be under no obligation whatsoever to repair or replace the said faulty goods.

8. DEFECT OR DAMAGE TO THE GOODS CAUSED BY THE CUSTOMER - The warranties given in the agreement by Spectra Medical (Aust) P/L will not apply to any defect, fault or malfunction of the goods where it is a direct or indirect result of:

(i) lack of proper maintenance or care of the goods;

(ii) incorrect or unreasonable use of the goods;

(iii) failure by you to carry out or to observe instructions or directions given by Spectra Medical (Aust) P/L;

(iv) unauthorised modifications or repairs attempted or carried out by you or some other person on your behalf; or

(v) faulty or defective electrical wiring, walls or structures where the goods are used.

9. INSTALLATION - Where Spectra Medical (Aust) P/L is required to install the goods hereby sold then the standard terms and conditions of installation of goods contained in Part B of this agreement will also apply. .

PART B - INSTALLATION OF GOODS

1. COST OF INSTALLATION - If Spectra Medical (Aust) P/L does not include the cost of installing the goods in the Purchase Price provided in a Quotation under Part A of this agreement, Spectra Medical (Aust) P/L will provide you with a separate quotation. If the cost of installation to Spectra Medical (Aust) P/L increasing between the date of the Agreement and the actual date of installation Spectra Medical (Aust) P/L reserves the right to charge you the amount of the increase. The increases in costs of installation will be calculated by reference to increases in transport costs, actual installation costs, actual assembly costs and costs arranging for the said goods to become operational.

2. TIME FOR INSTALLATION - Spectra Medical (Aust) P/L will notify you of a date for installation and it will be your responsibility to ensure that the site is suitable for the installation and is available to Spectra Medical (Aust) P/L and that the walls, the building, doors and all electrical wiring and other connections have been correctly prepared and are capable of having the goods installed, affixed or fitted in by that date. The price for the installation of the goods has been calculated by reference to the normal site conditions for installation and on the assumption that the structure, walls, doors, electrical wiring and other connections fixed or fitted have been properly and correctly designed for and are suitable without alteration, modification or addition for the installation of the goods.

If for any reason including unsuitability of the building Spectra Medical (Aust) P/L is unable to install the goods on the date of installation Spectra Medical (Aust) P/L will not be liable to you in any way whatsoever for any loss which you or any other person claiming through you may suffer as a result of Spectra Medical (Aust) P/L.s inability to install on the date for installation. Spectra Medical (Aust) P/L will as soon as possible notify you of any delay or deferment of installation.

In the event of Spectra Medical (Aust) P/L being unable to deliver the said goods to you as a result of any act or omission by you or due to any force majeure circumstances then, in addition to whatever rights Spectra Medical (Aust) P/L may have to terminate this Agreement, if Spectra Medical (Aust) P/L continues with the Agreement then Spectra Medical (Aust) P/L will be entitled to charge you an additional fee for storage of the goods at Spectra Medical (Aust) P/L.s premises together with all other costs incurred by Spectra Medical (Aust) P/L, which it would not otherwise have incurred had you been ready, willing and able to accept delivery of the goods.

3. MODIFICATION OF GOODS - Except where Spectra Medical (Aust) P/L has agreed to carry out modifications to the goods before installation, Spectra Medical (Aust) P/L will not be obliged to carry out any modifications to the said goods in any way whatsoever but if modifications are requested by you after the date of this Agreement then Spectra Medical (Aust) P/L and you may agree for the said modifications to be carried out PROVIDED THAT Spectra Medical (Aust) P/L will be entitled to charge a fee for carrying out such modifications as may be agreed between Spectra Medical (Aust) P/L and yourself, such fee will be in addition to the Purchase Price.

4. TITLE OF GOODS - If Spectra Medical (Aust) P/L included the cost of installing the goods in the Purchase Price on the Quotation under Part A of this agreement, Spectra Medical (Aust) P/L will be entitled to the Purchase Price of the goods upon invoice even though the installation of the goods has not been completed. With respect to other installation charges separately quoted by Spectra Medical (Aust) P/L, Spectra Medical (Aust) P/L will be entitled to invoice you for these from time to time and you will promptly pay such charges which will become due and payable to Spectra Medical (Aust) P/L upon the issuing of an invoice. It will be your responsibility once the goods have been delivered to the site for installation to make sure that the goods are fully and properly insured and such goods will, as and from the time of delivery to you, be at your sole risk.

5. FUTURE MODIFICATIONS TO THE GOODS - Spectra Medical (Aust) P/L will be entitled to make any modifications to any existing or future goods that it thinks necessary or reasonable but without incurring any obligation to make such modifications in any goods already sold PROVIDED HOWEVER that the goods as modified will thereafter be the goods for the purpose of this Agreement and any modification made be Spectra Medical (Aust) P/L pursuant to this paragraph will not extend any of the warranties or the warranty periods as set forth in the general terms and conditions of sale.

6. DEFECTS IN GOODS AS INSTALLED .

If there is any defect in materials or workmanship relating to the goods as installed or the installation itself, you must notify the defect in writing to Spectra Medical (Aust) P/L during the quoted warranty period. If Spectra Medical (Aust) P/L, after servicing the goods, is of the opinion that the cause of such service is not any defect in materials or workmanship, then you will be responsible for all of Spectra Medical (Aust) P/L.s costs of providing such service.

If, at any time, it is necessary or desirable that the goods so installed be disconnected or disassembled and/or transported back to Spectra Medical (Aust) P/L.s premises, then all costs of disconnection, reinstallation, transport and freight will be borne by you and not by Spectra Medical (Aust) P/L. Spectra Medical (Aust) P/L will be entitled to charge you all costs and expenses incurred by Spectra Medical (Aust) P/L by way of travelling expenses and accommodation for Spectra Medical (Aust) P/L servants, agents or employees attending upon you to disconnect, transport, disassemble or reinstall the goods if the location of the goods in your premises is more than 80 kilometres from the nearest Spectra Medical (Aust) P/L service centre. Spectra Medical (Aust) P/L will, in its absolute discretion, be entitled to require you to send, transport or freight faulty goods or any faulty parts thereof to the nearest Spectra Medical (Aust) P/L service centre and the cost of so sending, transporting or freighting the said goods or any part thereof will be borne by you. Spectra Medical (Aust) P/L will pay the cost of returning the said equipment to you once it has been repaired and will not be entitled to charge any storage fees for the said goods whilst they are being repaired at Spectra Medical (Aust) P/L.s service centre. However, insurance of the goods during transportation to and from the service centre, and insurance while the goods are at the service centre, will be solely at your cost.

PART C . SERVICE REPAIRS (FOR NON-WARRANTY GOODS OR NON-SERVICE CONTRACT REPAIRS)

1. COST OF REPAIRS - If Spectra Medical (Aust) P/L does not include the cost of repairing the goods in the Purchase Price provided in a Quotation under Part A of this agreement, Spectra Medical (Aust) P/L will provide you with a separate quotation. All quotations provided by Spectra Medical (Aust) P/L are solely based on the initial error of the goods you have notified to Spectra Medical (Aust) P/L. If initial error of the goods you have notified to Spectra Medical (Aust) P/L is incorrect and further work is required to bring your equipment to a fully operational state, Spectra Medical (Aust) P/L reserves the right to change the estimate as provided in the quotation. In this case, Spectra Medical (Aust) P/L will provide you with subsequent revised estimates indicating the extra costs and charges required to effect the repair of your equipment to its Original Equipment Manufacturers Specifications within 7 days of the further work required coming to the attention of Spectra Medical (Aust) P/L.

If Spectra Medical (Aust) P/L has provided you with a Quotation (or repair estimate) and it is declined, Spectra Medical (Aust) P/L reserves the right to charge you a minimum fee of $300 to cover Spectra Medical (Aust) P/L.s costs in both assessing the cost of repairing your goods and any transportation costs.

2. TIME FOR REPAIR - Spectra Medical (Aust) P/L will notify you of a date for repair. It will be your responsibility to ensure that the site is suitable for the repair and is available to Spectra Medical (Aust) P/L and that the walls, the building, doors and all electrical wiring and other connections have been correctly prepared and are capable of having the goods repaired by that date. The price set out in the Quotation or quoted separately has been calculated by reference to the normal site conditions for repair. If for any reason including unsuitability of the building Spectra Medical (Aust) P/L is unable to repair the goods, Spectra Medical (Aust) P/L will not be liable to you in any way whatsoever for any loss which you or any other person claiming through you may suffer as a result of Spectra Medical (Aust) P/L.s inability to repair on the date for repair. Spectra Medical (Aust) P/L will as soon as possible notify you of any delay or deferment of repair. In the event of Spectra Medical (Aust) P/L being unable to repair the said goods to you as a result of any act or omission by you or due to any force majeure event (which is out of the control of Spectra Medical (Aust) P/L) then, in addition to whatever rights Spectra Medical (Aust) P/L may have to terminate this Agreement, if Spectra Medical (Aust) P/L continues with the Agreement then Spectra Medical (Aust) P/L will be entitled to charge you an additional fee for all costs incurred by Spectra Medical (Aust) P/L, which it would not otherwise have incurred had you been ready, willing and able to allow Spectra Medical (Aust) P/L to repair the goods.

3. MODIFICATION OF GOODS - Except where Spectra Medical (Aust) P/L has agreed to also carry out modifications to the goods before or during repair, Spectra Medical (Aust) P/L will not be obliged to carry out any modifications to the said goods in any way whatsoever. If modifications are requested by you after the date of this Agreement then Spectra Medical (Aust) P/L and you may agree for the said modifications to be carried out PROVIDED THAT Spectra Medical (Aust) P/L will be entitled to charge a fee for carrying out such modifications as may be agreed between Spectra Medical (Aust) P/L and yourself, such fee will be in addition to the price in the Quotation.

4. DEFECTS IN REPAIRS - If there is any defect in materials or workmanship relating to the goods as repaired by Spectra Medical (Aust) P/L, you will notify the defect and confirm such notice in writing to Spectra Medical (Aust) P/L during the quoted warranty period (if any) and in the event of Spectra Medical (Aust) P/L repairing the goods when in the opinion of Spectra Medical (Aust) P/L the cause of such repair is not any defect in materials or workmanship by Spectra Medical (Aust) P/L then you will pay the cost of Spectra Medical (Aust) P/L providing such repair. If at any time, it is necessary or desirable that the goods so repaired be disconnected or disassembled and/or transported back to Spectra Medical (Aust) P/L, then all costs of disconnection, reinstallation, transport and freight will be borne by you and not by Spectra Medical (Aust) P/L. Spectra Medical (Aust) P/L will be entitled to charge you all costs and expenses incurred by Spectra Medical (Aust) P/L by way of travelling expenses and accommodation for Spectra Medical (Aust) P/L servants, agents or employees attending upon you to disconnect, transport, disassemble or reinstall the goods PROVIDED HOWEVER that Spectra Medical (Aust) P/L will only be entitled to charge such costs of accommodation and travelling expenses of Spectra Medical (Aust) P/L.s employees, servants or agents where the goods to be repaired are located more than eighty (80) kilometres from the nearest Spectra Medical (Aust) P/L service centre. Spectra Medical (Aust) P/L will, in its absolute discretion, be entitled to require you to send, transport or freight faulty goods or any faulty parts thereof to the nearest Spectra Medical (Aust) P/L service centre and the cost of so sending, transporting or freighting the said goods or any part thereof will be borne by you. Spectra Medical (Aust) P/L will pay the cost of returning the said equipment to you once it has been repaired and will not be entitled to charge any storage fees for the said goods whilst they are being repaired at the service centre. However, insurance of the goods during transportation to and from the service centre, and insurance while the goods are at the service centre, will be your responsibility.

PART D . GENERAL

(a) Subject to sub-clause (b), any condition or warranty which would otherwise be implied in this agreement is hereby excluded.

(b) Where legislation implies in this agreement any condition or warranty, and that legislation avoids or prohibits provisions in an agreement excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty will be deemed to be included in these terms and conditions. However, the liability of Spectra Medical (Aust) P/L for any breach of such condition or warranty will be limited, at the option of Spectra Medical (Aust) P/L, to one or more of the following:

    (i) if the breach relates to goods:

        (A) the replacement of the goods or the supply of equivalent goods;

        (B) the repair of such goods;

        (C) the payment of the cost of replacing the goods or of acquiring equivalent goods; or

        (D) the payment of the cost of having the goods repaired; and

    (ii) if the breach relates to services:

        (A) the supplying of the services again; or

        (B) the payment of the cost of having the services supplied again.

(c) Except in relation to liability for personal injury (including sickness and death), Spectra Medical (Aust) P/L will be under no liability to the you in respect of any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of goods or services supplied pursuant to this agreement or in respect of a failure or omission on the part of Spectra Medical (Aust) P/L to comply with its obligations under this agreement.

(d) Subject to subclause (e), you warrant that you have not relied on any representation made by Spectra Medical (Aust) P/L which has not been stated expressly in this agreement, or upon any descriptions, illustrations or specifications contained in any document including catalogues or publicity material produced by Spectra Medical (Aust) P/L.

(e) You acknowledge that to the extent that Spectra Medical (Aust) P/L has made any representation which is not otherwise expressly stated in this agreement, you have been provided with an opportunity to independently verify the accuracy of that representation.

(f) You will at all times indemnify and hold Spectra Medical (Aust) P/L and its officers, employees and agents ("those indemnified") harmless from and against any loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified arising from any proceedings against those indemnified where such loss or liability was caused by any:

    (i) breach by you of any obligation(s) under this agreement; or

    (ii) wilful, unlawful or negligent act or omission by you.

(g) The laws of the State of Queensland will apply to this agreement.