Terms and Conditions of Sale

For The SALE AND SUPPLY OF PRODUCTS From AIR CHANGE AUSTRALIA PTY LTD (ABN 53 121 537 620)


1. Applicability
1.1 These terms and conditions apply to any and all agreements for the sale and/or supply of Product(s) by Air Change Australia Pty Ltd (“Air Change”) and supersede any terms and conditions of the Purchaser

2. Definitions
2.1 “Contract” shall mean any and all agreements for the sale and/or supply and delivery (if applicable) of Products(s) from Air Change.
2.2 “Delivery” shall mean
(a) where transport is arranged by Air Change and included in the Price, delivery is receipt free on truck at the nominated delivery address; or
(b) where transport is arranged by the Purchaser, delivery is receipt free on truck at the Air Change factory.
2.3 “Parties” shall mean Air Change and the Purchaser jointly.
2.4 “Price” shall mean the total amount shown on the invoice to be paid by the
Purchaser for the Product(s) excluding Goods and Services Tax (GST).
2.5 “Product” shall mean the product(s), plus variations and options where
applicable, as set out in the Contract.
2.5 “Purchaser” shall mean any and all party / parties entering into a Contract with Air
Change for the sale and/or supply of Product(s) by Air Change.

3. Quotations
3.1 A quotation may be issued by Air Change in respect of any enquiry received from a prospective purchaser for the sale and/or supply of Product(s) (“Quotation”).
3.2 Unless withdrawn or extended in writing, a Quotation is open for submission of an offer to purchase by the Purchaser within 30 days only after the date of quotation.

4. Contract
4.1 No contractual obligation shall arise until:
(a) the Purchaser has accepted a Quotation for Product(s) or communicated to Air Change an order for Product(s); and
(b) Air Change has despatched to the Purchaser’s address a written notification of its acceptance of the order (“Order Confirmation”) and has received a copy of the Order Confirmation signed by an authorised representative of the Purchaser.
4.2 The giving by the Purchaser of an order or acceptance of Quotation or the acceptance by the Purchaser of delivery of the Product(s) or any part thereof or any conduct by the Purchaser in confirmation of the transaction after receipt of an Order Confirmation shall constitute unqualified acceptance by the Purchaser of these terms
and conditions.
4.3 Air Change reserves the right to impose a minimum order value for transactions which are to be placed on any credit account.

5. Price and Payment
5.1 The Purchaser shall pay to Air Change in addition to the quoted Price all taxes, duties and charges whatsoever imposed by any Government or other authority and payable in respect of the sale or delivery of the Product(s) or any part thereof as shown on the invoice.

5.2 The Price includes freight costs (standard flat bed delivery) to deliver the Product(s) to Brisbane, Sydney or Melbourne Metropolitan areas. In the case of delivery to any other place the Purchaser shall pay freight costs calculated at 3% of the Price on the Australian Mainland. HIAB and special delivery requirements priced
on application.
5.3 Account Customers - Prices are due and payable, without deduction, set-off or counterclaim, in immediately available funds within 30 days from the end of the month in which the goods are invoiced.
Air Change maintains credit insurance on all account customers. Where the value of the Order exceeds the credit limit facility of the Purchaser, the Purchaser shall pay the difference in immediately available funds prior to delivery of the Product(s).
5.4 In all other cases, Prices are due and payable, without deduction, set-off or counterclaim, in immediately available funds prior to delivery of the Product(s).
5.5 Air Change accepts payments by Visa, Master Card, Eftpos, Direct Deposit, and by cheque from approved Purchasers.
5.6 The Quotation prices reflect the description or specification of the Product(s) shown in the Quotation and Order Confirmation. In the event that the Purchaser seeks any change or modification to the Product(s) after the Order Confirmation, Air Change shall be entitled to either:
(a) increase the Price to take account of any change and notify a new delivery date;
or
(b) refuse the change and supply the Product(s) as specified in the Order
Confirmation.

6. Manufacture
6.1 Unless otherwise agreed in writing, Air Change shall manufacture and/or supply the Product in accordance with its own specifications and standards and using parts and manufacturing processes and techniques solely at its own discretion.

7. Passing of Risk
7.1 The Product(s) are at the Purchaser’s risk from the occurrence of the first in time of any of the following:
(a) the passing of the property to the Purchaser;
(b) the Delivery of the Product(s) to the Purchaser; or
(c) the Delivery to a carrier or other bailee whether named by the Purchaser or not.
Air Change shall be under no obligation to give the Purchaser the notice referred to in section 35(3) of the Sale of Goods Act 1923.

8. Delivery
8.1 The expected delivery date for Product(s) shall be notified by Air Change at the time of Order Confirmation.
8.2 If the Purchaser is unable to accept delivery by the delivery date, the Purchaser shall remain liable for payment under clause 5 and unless agreed in writing there shall
be no extension of the due date for payment.
8.3 If the Purchaser is unable to accept delivery within 4 weeks of the delivery date, the Purchaser shall be liable to Air Change for storage and insurance costs.
8.4 The Purchaser shall be responsible for, and liable for any costs whatsoever associated with, there being sufficient clearance and safe access for the installation, servicing and removal of the Product(s).

9. Retention of Title
9.1 Notwithstanding the delivery of the Product(s) or any part thereof the property and title in the Product(s) shall remain with Air Change until the Purchaser has paid the Price in full as well as any other amounts due to Air Change.

10. Warranty
10.1 If during a period of 12 months from the date of delivery of the Product(s) to the Purchaser (“Warranty Period”) any Product(s)manufactured by Air Change is found upon inspection by Air Change to have proved defective in design, material or workmanship under normal use and service and when properly installed, connected and commissioned, Air Change will supply an exchange or replacement Product or component part(s) (the rectification solution being at the absolute discretion of Air Change) free of charge to the Purchaser provided that the Purchaser has complied with the conditions of warranty (“Warranty Conditions”).
10.2 The Warranty Conditions are specified in the Warranty Policy attached to the Quotation, Order Confirmation and provided with the Product(s) and contained on the website www.airchange.com.au.
10.3 Air Change, at its absolute discretion, may offer the Purchaser a 12 month labour warranty at an additional cost of 2.5% of the Price plus GST and subject to the Warranty Conditions.

11. Limitation of Liability

11.1 Except as expressly provided in clause 10, Air Change shall have no obligations or liabilities whatsoever to the Purchaser in respect of the delivered Product(s) or any part thereof. Consequently, without limiting the generality of the above, Air Change shall under no circumstances be liable to the Purchaser for liquidated damages, loss of production, loss of profit, loss of revenue, loss of use, cost of capital, costs connected with interruption of operation or other consequential or indirect loss or damages arising out of or in connection with any Product(s) supplied.

12. Force Majeure
12.1 If Air Change fails to fulfil the Contract due to industrial disputes or any other circumstances beyond its reasonable control, which Air Change could not have reasonably expected or taken into account and which consequences Air Change could not reasonably have avoided or overcome (including but not limited to fire, flood,
power blackout, earthquake, war or delays in deliveries by sub-contractors) It shall be regarded as a case for relief and the delivery date shall be extended or Air Change shall be entitled to terminate the Contract without liability to damages or any other relief or remedies.

13. Intellectual Property
13.1 No right or licence is granted to the Purchaser under any patent, copyright, registered design or other intellectual property right except the right to use or resell the Product(s).
13.2 If the Product(s) is manufactured or incorporates any design or specification of the Purchaser, Air Change shall not be liable for any infringement of any intellectual property rights caused by the Product(s) or its use or sale by the Purchaser.

14. Order Cancellation
14.1 In the event of an order being cancelled a 15% restocking /engineering fee is payable on the same terms as the order.

15. General
15.1 In the event that any provisions herein shall be found in any jurisdiction to be invalid or unenforceable, such finding shall in no event invalidate any other provision herein, and such provision shall be deemed amended to the minimum extent required to comply with the law of such jurisdiction.

16. Applicable Law
16.1 Unless otherwise expressly agreed in writing, the Contract and these terms and conditions shall be governed by the laws of New South Wales, Australia.
V1.03/11

 
 

     

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