Terms and Conditions of Sale
Unless the context otherwise requires:
Agreement means the agreement between DMI Industries and the Customer constituted by these terms and conditions, the Customer’s Purchase Order and DMI Industries’ Quotation (if any);
DMI Industries means DMI Industries Pty Ltd (ABN: 63 604 898 857);
Customer means the party to whom DMI Industries has agreed to supply the Goods pursuant to the Agreement;
Goods means the goods and/or services agreed to be supplied by DMI Industries to the Customer pursuant to the Agreement;
GST means the tax imposed by the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related tax imposition Acts of the Commonwealth of Australia;
PPSA means the Personal Property Securities Act 2009 (Cth);
Proprietary Information means any and all information and intellectual property relating to the Goods or the installation or operation of the Goods including but not limited to patents, designs, drawings, instruction booklets, specifications, circuit drawings, componentry, trade secrets, trademarks and copyright in such information;
Purchase Order means the written purchase order given by the Customer to DMI Industries for the supply of the Goods;
Purchase Price means:
i) if the Goods are the subject of a Quotation, the price set out in that Quotation; and
ii) in any other case, the price for the Goods set out in the invoice supplied to the Customer by DMI Industries.
Quotation means a quotation or proposal submitted by DMI Industries to the Customer for the manufacture and/or supply of goods and/or services.
2. Quotations and Purchase Orders
A Quotation is valid for a period of 30 days from the date of issue unless otherwise stated in that Quotation.
A price given in a Quotation applies to that Quotation only and does not apply in any other circumstances.
A Quotation is not an offer to sell and no contract is formed between DMI Industries and the Customer until the Customer places a purchase order with DMI Industries and DMI Industries accepts that purchase order in writing.
A purchase order by the Customer must be in writing and include:
i) the Customer’s purchase order number;
ii) if made in relation to goods and services the subject of a Quotation, the Quotation number; and
iii) a full description of the Goods to be purchased, the delivery date, delivery point and any other information required by DMI Industries.
DMI Industries is under no obligation to accept a purchase order by the Customer and no contract is formed between DMI Industries and the Customer until and unless DMI Industries accepts the purchase order in writing.
These terms and conditions, the Quotation (if any) and the Purchase Order (subject to subclause 2) below) contain the entirety of the Agreement.
DMI Industries shall not be bound by and the Customer may not rely on any representation, warranty, provision or condition not included in these terms and conditions and the Quotation, including but not limited to any terms and conditions submitted by the Customer, unless otherwise agreed in writing by DMI Industries.
The Agreement may only be amended in writing signed by or on behalf of DMI Industries and the Customer.
Unless otherwise stated in the Quotation, the Customer must pay the Purchase Price by no later than 7 days after the date upon which DMI Industries issues the Customer with a tax invoice.
Unless otherwise agreed in writing, the Goods will not be delivered to the Customer until the Purchase Price is received by DMI Industries in cleared funds.
If the cost to DMI Industries of:
i) any component used in the manufacture of the Goods; or
ii) any material used in the manufacture of the Goods;
increases by more than 5% over the cost that would have been payable by DMI Industries at the later of:
iii) the date of the Agreement; and
iv) the date of the most recent increase in the Purchase Price made under this clause;
DMI Industries may by written notice to the Customer notify the Customer of:
v) the precise component or material which is the subject of the increase;
vi) the dollar value of such increase in relation to the component or material; and
vii) the dollar value increase in the Purchase Price necessary to absorb such increased cost including a written statement of DMI Industries’ calculations in arriving at such proposed Purchase Price increase; and within seven (7) days of receiving such notice, the Customer must:
viii) agree in writing to the increase in the Purchase Price by the amount specified in the notice; or
ix) by notice in writing terminate the Agreement and pay to DMI Industries the reasonable cost for all goods and services supplied by DMI Industries to the Customer under the Agreement.
Unless otherwise stated in the Quotation and Purchase Order, the Purchase Price includes GST but does not include delivery charges, packaging, freight, installation costs, costs and charges of third party suppliers such as electricians, insurance or imposts, all of which will be payable by the Customer on the same terms as the Purchase Price.
The Customer may not set off any money owing or alleged to be owing by DMI Industries against money due by the Customer to DMI Industries.
If the Customer does not pay any moneys payable under the Agreement by the due date for such payment then in addition to any other rights which it may have against the Customer, DMI Industries may require the Customer to pay interest at the Commonwealth Bank Indicator Lending Rate effective at the time of the invoice due date plus 4% per annum calculated from the due date of such payment.
5. Variation and Cancellation of Orders
The Customer may not vary or cancel a Purchase Order without DMI Industries’ prior written consent.
If the Customer requests and DMI Industries agrees to vary or cancel the Purchase Order, the Customer will indemnify and keep indemnified DMI Industries against any loss, damage and expense incurred by DMI Industries arising from or relating to the variation or cancellation of that Purchase Order, including but not limited to the cost of return freight, return shipping to factory of origin, items purchased from third parties for inclusion in the Goods and all labour and engineering costs incurred by DMI Industries in the manufacture or part manufacture of the Goods and including compensation payable to any of DMI Industries’ suppliers and loss of profit.
6. Delivery, Storage and Use
Unless stated otherwise in the Quotation, all delivery or consignment dates are estimates only and DMI Industries is not bound to meet such dates and will not be liable to the Customer if the Goods are not delivered by any such dates for any reason whatsoever.
DMI Industries is deemed to have delivered the Goods pursuant to the Agreement when the Goods are delivered or made available to the Customer for physical collection at the Customer’s nominated delivery address.
Any unloading or loading shall be Customer’s responsibility, unless DMI Industries otherwise agrees in writing.
DMI Industries may deliver the Goods by instalments (where, in DMI Industries’ opinion, this is reasonable,) and issue interim invoices to the Customer.
Without limiting any other provision of the Agreement, failure by the Customer to pay any instalment, or any other amount when due, will entitle DMI Industries to withhold or delay delivery of any remaining Goods ordered.
If the Customer is unable to collect the Goods at the Customer’s nominated delivery point on the agreed delivery day, DMI Industries may at its option and without limiting its other rights and remedies arrange suitable storage of the Goods, whether at its premises or elsewhere, and the Customer must pay or reimburse all costs and expenses of storage, insurance, demurrage, handling and other charges associated with such storage. Notwithstanding the Customer’s inability to collect the Goods, delivery will be deemed to have occurred.
The Customer acknowledges that it has the sole responsibility to satisfy itself about the suitability of the Goods for the intended purpose and that DMI Industries makes no representation or warranty in this regard.