Terms & Conditions of Purchase
“Buyer” means McMahon Services Australia Pty Ltd or a related entity.
“Goods” means the products or services specified in the Order.
“Order” means the purchase order overleaf and incorporates these terms and conditions and all documents or specifications referred to or attached to it.
“Seller” means the seller or provider of the Goods specified in the Order.
2. Basis of Purchase
2.1 Acceptance of an Order by the Seller includes these Terms and Conditions to the exclusion of any conditions on any documentation of the Seller.
2.2 Any Order must be signed by an authorised representative of the Buyer, supersedes any previous negotiations and constitutes an offer to purchase the Goods on the terms specified in the Order not an acceptance of any offer by the Seller to sell the Goods.
2.3 Unless and until accepted by the Seller, the Order will lapse after a period of 1 month.
2.4 The Buyer will not accept delivery of or make payment for Goods unless supplied by the Seller pursuant to an Order and the Order number is specified on the Supplier’s invoice or delivery form.
3.1 The Order is placed on a firm price as specified in the Order and is not subject to increase unless agreed to in writing by the Buyer.
3.2 Any price is inclusive of packaging, insurance and delivery costs. Unless otherwise indicated the prices stated on the order shall be inclusive of GST. Payment is conditional on the Seller providing a tax invoice to the Buyer.
3.3 The Buyer will make payment for the Goods within 30 days of the end of the month of (the later of) the receipt of the goods or a tax invoice for the Goods, less any reduction for part supply or part acceptance, any discount or rebate provided by the Seller or any right of set-off for breach of warranty.
4.1 The Seller will deliver the Goods during normal business hours on or prior to the date and at the address specified in the Order with receipt to be acknowledged by an authorised representative of the Buyer.
4.2 Acceptance of the Goods is not to be deemed until the Buyer has had a reasonable time to inspect and the Buyer is entitled to reject the Goods if any defect is detected or the Goods are delivered in error or in excess of the quantity ordered.
4.3 Risk and property in the Goods and any packaging shall pass to the Buyer on delivery unless the Buyer notifies the Seller of its rejection of the Goods. The Seller will maintain insurance on the Goods until acceptance by the Buyer.
4.4 On rejection of any Goods the Buyer may return the Goods to the Seller at the Seller’s expense.
5. Delay and Termination
5.1 The Seller must give written notice to the Buyer of any delay in delivery beyond the control of the Seller detailing the cause of the delay and time when the Seller can make delivery.
5.2 The Buyer may grant the Seller a reasonable extension of time provided that the Buyer may at any time terminate the Order if the Buyer is relying on the delivery of the Goods and is able to source the Goods elsewhere.
5.3 The Seller will comply with any written instructions, issued by the Buyer at any time prior to delivery of the Goods, to delete, add, alter or otherwise vary the Order.
5.4 The Buyer may at any time and for any reason terminate the Order for all or any part of the undelivered portion of the Goods. The Buyer will have no liability to the Seller arising from any termination of this Order except to make payment for Goods actually delivered or in transit prior to such termination.
6. Specifications and Warranty
6.1 The Seller warrants that the Goods shall:
(a) conform to any specification, description or reference to sample in the Order or as otherwise notified to the Seller or comprised in the Seller’s catalogue, price list or advertising matter;
(b) comply with all applicable legislation, regulations, codes of practice or other legal requirements including but not limited to Occupational Health Safety & Welfare and Environment Protection;
(c) be fit for the purpose of such Goods commonly supplied or any other purpose made known by the Buyer;
(d) be of merchantable quality and free from any defect in materials or workmanship;
(e) carry all manufacturer’s warranties; and
(f) not infringe any intellectual property rights of a third party.
6.2 In addition to the above warranties, all Goods supplied by the Seller are covered by:
(a) a warranty for materials and workmanship for a period of 24 months; and
(b) in respect of any proprietary items, a design warranty for a period of 60 months from the date of delivery of the end product produced by the Buyer in which the Goods are incorporated.
6.3 Any defective Goods must be re-supplied or repaired, at the Buyer’s discretion, and at the Seller’s expense.
6.4 The Seller indemnifies the Buyer and its officers, employees and agents and other users of the Goods from and against all liability, loss, damages, costs, expenses, fines, penalties or other obligations whatsoever including but not limited to damage or destruction of property and injury or death of any person arising from or connected with the Goods whether or not caused wholly or in part by any act or omission, default or negligence or wilful act of or in respect of any breach of warranty or of a term or condition of any Order by the Seller, its officers, employees, agents or contractors.
7. Excess Goods
If the Buyer determines that any Goods are no longer required for any reason, are excess to the Buyers requirements or the Buyer is overstocked with Goods supplied by the Seller on a regular basis then the Buyer may return such excess Goods to the Seller and the Seller will credit the Buyer’s account the invoiced cost of such Goods, provided that:
(a) the Buyer pays the cost of return freight;
(b) the Goods are unmarked and returned in original packaging; and
(c) the Seller has a reasonable prospect of selling the Goods.
8.1 Any waiver by the Buyer of a breach of these terms and conditions or of any Order either in whole or in part must be in writing and does not constitute a waiver of any subsequent breach and any such waiver is without prejudice to the Buyers other rights arising from such breach.
8.2 Any variation or modifications of an Order shall not apply unless agreed to in writing by the Buyer.
8.3 Reference to the Buyer and the Seller shall extend to their respective successors, administrators and permitted assigns.
8.4 All notices shall be delivered in writing by delivering or posting to the address of the Buyer and Seller as specified in the Order or by facsimile transmission to the facsimile number of the Buyer and Seller.
8.5 The Order and these Terms and Conditions shall be construed in accordance with the laws of South Australia and the Buyer and Seller submit to the exclusive jurisdiction of the courts of South Australia at Adelaide.