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Croplands : Optima Croplands 2011
68 Photos are for illustrative purposes only. Prices and specifications are subject to change without notice. Prices effective April 2011. For indicative freight prices, see page 69. www.croplands.com.au 1. dEFinition a) ‘Seller’ means Croplands Equipment Pty Ltd. b) ‘Buyer’ means the addressee specified on documents the subject of this contract issued by the seller. c) ‘Goods’ means any item of whatsoever nature which is sold by the seller. All quotations are made and all orders are accepted subject to the following conditions. No other conditions contained in an order of the Buyer or otherwise shall form part of the contract or any variation thereof unless expressly accepted by the company in writing. 2. BuyEr’s statutory rigHts These conditions of sale shall not exclude, limit, restrict or modify the rights, entitlements and remedies conferred upon the buyer or the liabilities imposed upon the seller, by any condition or warranty implied, by the commonwealth, state or territory act or ordinance, rendering void or prohibiting such exclusion, limitation, restriction or modification. 3. warrantiEs Subject to condition 2. (a) The Seller warrants that the goods supplied shall be of merchantable quality. All goods are supplied subject to this warranty only and any liability arising out of or in respect of the supply, resupply, use or reuse whether singly or otherwise of these goods, whatsoever arising and whether for consequential loss or otherwise and including any liability the Seller may otherwise have had by virtue of any representation, warranty, condition or term whether express or implied by law is hereby excluded. (b) Any liability incurred by the Seller to the Buyer is limited to the replacement of the goods or (at the option of the Seller) refund of the price paid by the Buyer provided the goods have not been damaged through misuse or handling and in particular does not extend to consequential loss and is conditional upon the Buyer within 30 days of delivery making a written claim to the Seller setting out the full particulars of such claim and where possible returning to is sufficient part of the goods to enable a proper examination. 4. adVicE Subject to Condition 2 any advice, recommendation, information, assistance or service provided by the Seller in relation to goods sold or manufactured by it or their use or application is given in good faith and is believed by Seller to be appropriate and reliable. However any advice, recommendation, information, assistance or service provided by the Seller in relation to any goods supplied by the Seller is provided without liability or responsibility on the part of the Seller. This clause also applies to product specifications and analyses which may from time to time be required to be provided to the buyer from the Seller. 5. dEliVEry The Seller will make all reasonable efforts to have the goods delivered to the Buyer on the date agreed between the parties as the Delivery Date but the Seller shall be under no liability whatsoever should delivery not be made on this date. Unless otherwise specified delivery shall be made of all goods and materials at the nearest convenient unloading point (either road or rail) to the Buyer’s works or appropriate site and the buyer shall be responsible for unloading vehicles or containers and transportation to factory or store. 6. damagE in transit All goods shall be examined by the Buyer on delivery. The Seller shall not be liable for claims in respect of shortage or damage in transit unless the carrier and the Seller is notified in writing within 7 days of delivery - or in the case of non delivery notice being given in writing within 7 days of notice of despatch of the goods from the works of the Seller or the sub- contractors. 7. risk The assessment of the suitability of the goods offered by the Seller for use by the buyer either in a process or incorporation in a product is the sole responsibility of the Buyer irrespective of any information verbal or written given to the Buyer by the Seller. The buyer assumes all risks and liabilities for consequences arising from the use of goods whether singly or in combination with other products and indemnifies the Seller in respect of any such use. 8. rEsErVation oF titlE (a) Property in the goods shall remain with the Seller and the Seller reserves the right to dispose of the goods until such time as: (i) full payments made for all amounts owing by the Buyer to the Seller so that the Buyer’s total indebtedness to the Seller under these Conditions of Sale is discharged; or (ii) the Buyer sells the goods to his customers in the ordinary course of business. (b) If the Buyer fails to pay any amount of the Buyer’s total indebtedness to the Seller under these Conditions of Sale when it is due to the Seller or, in event of default as specified in subclause (c) hereof occurs the Seller may without notice and without prejudice to any of its other rights and remedies recover and/or re-sell the goods or any of them and may enter upon the buyer’s premises by its servants or agents for that purpose. (d) The Buyer acknowledges that until his total indebtedness under these Conditions of Sale to the Seller is discharged he holds the goods as bailee of the Seller and that a fiduciary relationship exists between them. (e) In the event of sale to his customers the buyer in his position as a fiduciary shall: (i) assign to the Seller the benefit of any claim against a customer; and (ii) account fully to the Seller for the proceeds of the sale (unless and until the Buyer’s total indebtedness to the Seller under these Conditions of Sale is discharged). 9. pricE The price shall be the price ruling at the date of delivery unless otherwise agreed in writing. Any price indications or price lists are subject to alteration to price ruling at the date of delivery. 10. ForcE maJEurE Deliveries may be totally or partially suspended by the Seller during any period in which the Seller may be prevented or hindered from making delivery through any circumstances outside its reasonable control, including but not limited to strikes, lockouts, raw material shortages, accidents or breakdowns of plant or machinery. However during the period of total or partial suspension of delivery, the Buyer may purchase elsewhere, at its own cost and risk, such quantities or alternative goods as may be necessary to cover his requirements during such period in substitution for the Goods not delivered by the Seller. Whether or not the Buyer makes these arrangements, the Seller shall not be under any liability in respect of such suspension and in particular the Seller shall be under no obligation to deliver at any future date any Goods not delivered during the period of suspension following month of delivery. 11. paymEnt and dEFault Unless otherwise agreed expressly in writing the terms of payment shall be 30 days, following the end of the month of delivery. If the Buyer makes default in any payment or commits any act of bankruptcy or being an incorporated company, passes a resolution for winding up (except for the purpose of reconstruction) or a petition is presented for its winding up, the Seller may without prejudice to its own rights either suspend further deliveries, require payment in advance for all such deliveries or terminate any contract forthwith by written notice to the Buyer. Where the payment is to be made from places outside of the Commonwealth of Australia, the normal method of payment shall be a confirmed irrevocable bank letter of credit from a bank approved by the Seller guaranteeing full settlement to an equivalent amount of Australian Dollars to an agreed bank payable on presentation of the documents. Conversion from any foreign currency to Australian currency is to be made at the rate ruling at the time the documents are negotiated by the Seller’s bankers in Australian demand drafts in that currency or such rate as is actually incurred by the Seller in the event of alteration of mode of payments. The term ‘documents’ as used in this Clause shall mean invoice, bill of lading (or where other goods are included on same, Seller’s delivery order) and where it is the Seller’s responsibility, the insurance policy or certificate (or where other goods are included on same), Seller’s letter of guarantee that the goods are insured in accordance with the requirements of this quotation. 12. dEBt collEction cost If the Buyer makes default in payment, which necessitates debt collection costs, to be incurred by the Seller, these debt collection costs will be passed on to the Buyer, and shall be recouped by the Seller at such time as the recovery of outstanding debt takes place. 13. FuturE dEaling Unless otherwise agreed to in writing by the Seller and not withstanding any terms appearing in documentation provided by or on behalf of the Buyer the terms appearing herein shall be incorporated by implication into all agreements by the Seller to supply the Buyer with goods. 14. cancEllation Cancellation will only be accepted by the Seller on condition that all costs and expenses and all loss of profits and other loss or damage sustained by the Seller (as to which the certificate of the auditor of the Seller shall be conclusive) will be reimbursed by the Buyer to the Seller forthwith. 15. australian law This contract shall be construed in accordance with Australian law and shall be subject to the jurisdiction of the Australian courts. 16. analysis Such specifications and analysis will be provided in good faith based either on data provide to the Seller by its suppliers or on data generated by the Seller itself as appropriate and is provided without liability or responsibility on the part of the Seller. Terms and Conditions of Sale