date /
Monday 27 August 2007

Shane Scanlan Mediation Pty Ltd ACN 007 151 411, trading as Mediation Communications, Standard Terms and Conditions of Sale

Whole Agreement

These terms and conditions together with the details and specifications contained in the Purchase Order, shall comprise the whole agreement between the Supplier and the Customer in relation to the goods and services referred to in the Purchase Order, and any other representations or conduct made or engaged in or alleged to be made or engaged in by the Supplier to or with respect to the Customer in relation to those goods and/or services, shall not form a part of such agreement. The customer agrees that no such representation or conduct shall give rise to any collateral agreement, warranty, enforceable right or cause of action between, by or of the Customer against the Supplier.

General

These conditions (which shall only be waived in writing signed by the seller) shall prevail over all conditions of the buyer’s order to the extent of any inconsistency.

Terms of sale

The goods and all other products sold by seller are sold on these terms and conditions.

Payment

The purchase price in relation to any goods and services is payable net. Payment is strictly 30 Days from date of invoice. Invoice queries will be accepted if received in writing within 14 days from date of invoice.

The Customer must pay for the goods and/or services in full by cleared funds prior to final delivery, unless the Customer has an account with the Supplier, in which event the Customer shall pay for the goods and/or services strictly in accordance with the terms of its account with the Supplier.

The Customer shall pay to the Supplier interest at the rate of 12% per annum on any amounts outstanding under this agreement or pursuant to the terms of any account which the Customer has with the Supplier, and the Customer hereby acknowledges and agrees that such interest is a genuine pre-estimate of the loss and expense that will be suffered by the Supplier in the event of non-payment in accordance with the terms of this agreement or of any account held by the Customer.

The Customer acknowledges that any quote given by the Supplier and contained in the Purchase Order in respect of artwork or authoring to be supplied by the Supplier is an estimate only. The Supplier reserves the right to vary the said quote and to charge a higher or lesser amount than the amount quoted without notice to the Customer where the time reasonably employed in the provision of artwork or authoring is less than, or exceeds the time quoted.

Any goods supplied or to be supplied by the Supplier under this agreement, remain the property of the Supplier until and unless they are fully paid for by the Customer.

Packing

The cost of any special packing and packing materials used in relation to the goods are at the customers’s expense notwithstanding that such cost may have been omitted from any quotation.

Shortage

The customer waives any claim for shortage of any goods delivered if a claim in respect for short delivery has not been lodged with the supplier within seven (7) days from the date of receipt of goods by the customer.

Delivery

The delivery times made known to the customer are estimates only and the supplier is not liable for late delivery or non-delivery.

The supplier is not be liable for any loss, damage or delay occasioned to the customer or to the customer's clients or customers arising from late or non-delivery or late installation of the goods.

The supplier may at its option deliver the goods to the buyer in any number of installments unless there is an endorsement overleaf to the effect that the buyer will not take delivery by installments.

If the supplier delivers any of the goods by installments, and any one of those installments is defective for any reason:

  1. it is not a repudiation of the contract of sale formed by these conditions; and
  2. the defective installment is a severable breach that gives rise only to a claim for compensation.

Guarantee

The supplier’s liability for goods manufactured by it is limited to making good any defects by repairing the defects or at the seller’s option by replacement, within a period not exceeding twelve (12) calendar months after the goods have been dispatched so long as:

  1. defects have arisen solely from faulty materials or workmanship;
  2. the goods have not received maltreatment, inattention or interference;
  3. accessories of any kind used by the customer are manufactured by or approved by supplier;
  4. the seals of any kind on the goods remain unbroken; and
  5. the defective parts are promptly returned free of cost to the supplier.

If the goods are not manufactured by the supplier the guarantee of the manufacturer of those goods is accepted by the customer and is the only guarantee given to the customer in respect of the goods. The supplier agrees to assign to the customer on request made by the customer the benefit of any warranty or entitlement to the goods that the manufacturer has granted to the supplier under any contract or by implication or operation of law to the extent that the benefit of any warranty or entitlement is assignable.

The supplier is not liable for and the customer  releases the seller from any claims in respect of faulty or defective design of any goods supplied unless such design has been wholly prepared by the supplier and the responsibility for any claim has been specifically accepted by the supplier in writing. In any event the supplier’s liability under this paragraph is limited strictly to the replacement of defective parts in accordance with para 9.1 of these conditions.

Except as provided in these conditions, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded. The supplier is not liable for physical or financial injury, loss or damage or for consequential loss or damage of any kind arising out of the supply, layout, assembly, installation or operation of the goods or arising out of the supplier’s negligence or in any way whatsoever.

The supplier’s liability for a breach of a condition or warranty implied by Div 2 of Pt V of the Trade Practices Act 1974 (other than s 69) is limited to:

  1. in the case of goods, any one or more of the following:
    1. the replacement of the goods or the supply of equivalent goods;
    2. the repair of the goods;
    3. the payment of the cost of replacing the goods or of acquiring equivalent goods;
    4. the payment of the cost of having the goods repaired; or
  2. in the case of services:
    1. the supplying of the services again; or
    2. the payment of the cost of having the services supplied again.
  3. The supplier’s liability under s 74H of the Trade Practices Act 1974 is expressly limited to a liability to pay to the purchaser an amount equal to:
    1. the cost of replacing the goods;
    2. the cost of obtaining equivalent goods; or
    3. the cost of having the goods repaired, whichever is the lowest amount.

GST

GST is charged in addition to all professional fees detailed in this document in accordance with the Australian Taxation Office Ruling.

Intellectual Property

Ownership of all concepts, drawings, visuals and design applications created by the Supplier together with the copyright therein how to ensure that neither remain the property of the Supplier. They may not be reproduced, taken in artwork, used for design application or any means of implementation anywhere in the world without the written permission of the Supplier.

A Customer shall be granted a licence to utilise the final design strictly for the purpose intended, but such licence shall not exist unless and until payment in full of all invoices is received by the Customer to the Supplier.

Time

The Customer acknowledges that where the Supplier provides to the Customer in the Purchase Order an indication of the time that will be taken by the Supplier to fulfil the Customer's order, that such indication is an estimate only and that the Supplier shall make best endeavour, however, will not be obliged to adhere to it strictly.

The Customer shall not be entitled to cancel any order due to any failure or alleged failure by the Supplier to fulfil the order within any time indicated in the Purchase Order. If the Customer wishes to make time of the essence of this agreement, it must give the Supplier written notice of at least seven days of its intention to do so.

Cancellation

The Supplier is not under any obligation to accept any cancellations or variations to orders by the Customer. If the Customer cancels or varies any order, it will remain liable to the Supplier for the full price as per the Purchase Order upon which the Supplier may seek immediate payment in full.

Loss of Materials and Consequential Loss

The Supplier shall not be liable to the Customer for any loss of or damage to materials or any master provided by the Customer to the Supplier howsoever that damage may occur.

The Supplier shall not be liable to the Customer in any way whatsoever for any loss, damage, injury or death caused or alleged to be caused by the Supplier’s goods or services to the Customer whether such loss be economic, physical or of some other nature.

Acceptance of Goods Or Services

The Customer shall be deemed to have accepted the Goods from the Supplier in full and in good condition unless within 2 working days of receipt of the goods it makes written notice of warranty claim to the Supplier in respect to alleged non-conformity of Goods to the Purchase Order or to any Conditions contained herein. If a warranty claim is made by the Customer in respect to the Goods, then return of the goods in whole or in part to the premises of Mediation Communications shall not be proof evidentiary of non acceptance of goods.

Governing Law

This agreement shall be governed by the laws in force for the time being in the State of Victoria.

Mailing list

Sign up for our newsletter