Terms & Conditions Of Sale And Supply

ACC02_V6_COL (ME Ref: MEL5_361519_6 (W97))

1. INTERPRETATION
1.1 In these Terms and Conditions:
Buyer means the person who accepts MaxiPARTS quotation for the supply of Goods and/or Services or whose request for Goods and/or Services is accepted by MaxiPARTS. Customer Goods means goods belonging to the Buyer and on which MaxiPARTS will carry out Services. Delivery Date means the date of delivery of the Goods or Finished Goods as notified by MaxiPARTS to the Buyer. Finished Goods means Customer Goods that have been serviced in accordance with the Services. Goods means goods which MaxiPARTS supplies to the Buyer in accordance with these Terms and Conditions. MaxiPARTS means MaxiPARTS Pty Ltd ABN 76 110 786 215, MaxiPARTS Albury Pty Ltd 28 111 881 951, MaxiPARTS (Geelong) Pty Ltd 28 111 928 931, MaxiPARTS Ballarat Pty Ltd 79 005 393 073, MAxiPARTS Queensland Pty Ltd 15 084 354 496. Purchase Price means the [tax inclusive] amount the Buyer must pay to MaxiPARTS for the Goods and/or the Services, being MaxiPARTS quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in MaxiPARTS published price list current at the date of acceptance of the order. Services means the services that MaxiPARTS supplies to the buyer in accordance with these Terms and Conditions. Specifications means the specifications of the Goods or Services or Finished Goods as described in MaxiPARTS quotation (if accepted by the Buyer) or the Buyer's order (if accepted by MaxiPARTS). Terms and Conditions means the terms and conditions of sale and supply set out in this document and includes any additional
terms and conditions agreed in writing between MaxiPARTS and the Buyer.

2. ORDERS AND SPECIFICATIONS
2.1 Any order submitted by the Buyer must be accepted in writing by MaxiPARTS authorised representative before it will bind MaxiPARTS. Each order confirmed by MaxiPARTS will incorporate these Terms and Conditions. Where the Buyer places an order for Goods or Services which contains terms and conditions inconsistent with these Terms and Conditions, the Buyer's terms and conditions are excluded to the extent of the inconsistency.
2.2 The Buyer is responsible for verifying the accuracy of any quotation supplied to the Buyer by MaxiPARTS or any order (including any applicable Specification) submitted by the Buyer.
MaxiPARTS may make any changes to a Specification which are required to conform with any applicable safety or other statutory requirements or which do not materially affect the quality or performance of the relevant Goods.
2.3 If any process is to be applied to the Goods or Customer Goods by MaxiPARTS in accordance with the Specifications, the Buyer will indemnify MaxiPARTS and keep MaxiPARTS indemnified against all losses, damages, costs and expenses awarded against or incurred by MaxiPARTS in connection with or paid or agreed to be paid by MaxiPARTS in settlement of any claim for infringement of any intellectual property rights of any other person which results from MaxiPARTS use of the Specifications.

3. PRICE AND PAYMENT
3.1 The Buyer agrees to pay MaxiPARTS the Purchase Price less any discount applicable
3.2 MaxiPARTS reserves the right to increase the Purchase Price to reflect any increase in the cost to MaxiPARTS due to any factor beyond MaxiPARTS control, any change in delivery dates, quantities or specifications for Goods and/or Services the Buyer requests or any delay caused by the Buyer's instructions or failure to give MaxiPARTS adequate information or instructions.

4. CANCELLATIONS AND DEFERRALS
4.1 Once an order is accepted by MaxiPARTS, the Buyer is bound by the order, and will, at MaxiPARTS discretion, pay all costs, losses, charges and expenses incurred by MaxiPARTS associated with any cancellation or deferral of the order.
4.2 MaxiPARTS will provide the Buyer with an invoice setting out the costs associated with the cancellation or deferral and the Buyer will pay the amount set out in the invoice on the day the invoice is received.

5. DELIVERY
5.1 Where MaxiPARTS agrees to deliver the Goods or Finished Goods other than at  MaxiPARTS premises, the Buyer is liable to pay MaxiPARTS charges for transport, packaging and insurance. The Buyer is also responsible for the delivery of Customer Goods to MaxiPARTS premises, including the cost of transport, packaging and insurance.

6. TITLE
6.1 Title to the Goods will not pass to the Buyer until the Purchase Price is paid in full.
6.2 Until title to the Goods has passed to the Buyer in accordance with this clause, the Buyer holds the Goods as fiduciary bailee of MaxiPARTS and the Buyer agrees to store the Goods separately so that the Goods are identifiable as MaxiPARTS property. The Buyer has the right to sell the Goods in the ordinary course of trade if the Buyer accounts to MaxiPARTS for all payments, including payments by third parties, in accordance with the Buyer's fiduciary relationship.
6.3 The risk of loss or damage to the Goods passes to the Buyer on delivery to, or collection by, the Buyer of the Goods.
6.4 Property in Customer Goods and Finished Goods will remain the Buyer's at all times during this agreement.
6.5 Risk of damage to, or loss of, Customer Goods and Finished Goods will remain with the Buyer at all times during this agreement. Except as expressly provided in this agreement, MaxiPARTS makes no representation as to the condition of:
(a) the Customer Goods at the time they are delivered to MaxiPARTS; or (b) the Finished Goods at the time they are delivered to the Buyer.

7. ACCEPTANCE
7.1 The Buyer must examine the Goods and the Finished Goods.
Unless the Buyer gives written notice to MaxiPARTS of any defects in the Goods or the Finished Goods or their failure to correspond with the Specifications within 7 days of the Delivery Date, the Buyer is deemed to have accepted the Goods or the Finished Goods as being of merchantable quality, corresponding with the Specifications and free of defects.

8. EXCUSABLE DELAYS
8.1 MaxiPARTS is not liable for any delay in, or failure to comply with, these Terms and Conditions where such failure was due to any cause beyond MaxiPARTS reasonable control.

9. EXCLUSIONS AND LIMITATIONS
9.1 Any error or omission in any sales literature, quotation, invoice or other document or information issued by MaxiPARTS is subject to  correction without any liability on MaxiPARTS part.
9.2 This clause does not exclude or limit the application of any statute (including the Trade Practices Act 1974 (Cth) where to do so would contravene that statute or cause any part of this clause to be void.
9.3 MaxiPARTS excludes all implied conditions and warranties except any implied condition or warranty which would contravene any statute or cause any part of this clause to be void (Nonexcludable Condition).
Initials of Customer/s: 1.............. / 2. ............... Terms & Conditions Of Sale And Supply September 2005
ACC02_V6_COL (ME Ref: MEL5_361519_6 (W97))
MaxiPARTS liability to the Buyer for breach of any express provision of these Terms and Conditions or any Non-excludable Condition is limited, at MaxiPARTS option:
(a) if in relation to sale of Goods:
(i) to the replacement of the Goods;
(ii) the supply of equivalent Goods;
(iii) the repair of the Goods;
(iv) the payment of the cost of replacing the Goods or of
acquiring equivalent Goods; or
(v) the payment of the cost of having the Goods or
Customer Goods repaired; and
(b) if in relation to the supply of Services, to refunding the price of the Services in respect of which the breach occurred or to providing the Services again.

10. WARRANTIES
10.1 MaxiPARTS warrants that the Goods, or Finished Goods will correspond with the Specifications at the time of delivery, subject to the following:
(a) MaxiPARTS is under no liability in respect of any defect in the Goods or Finished Goods arising from any drawings, designs or specifications supplied by the Buyer;
(b) MaxiPARTS is under no liability to the Buyer in respect of any defect in Finished Goods arising for whatever reason other than as a result of wilful damage to it by MaxiPARTS in carrying out the Services; and
(c) MaxiPARTS is under no liability:
(i) in respect of any defect arising after delivery to the Buyer from wilful damage, negligence, abnormal working conditions, failure to follow MaxiPARTS
instructions, misuse or alteration or repair of the Goods or Finished Goods without MaxiPARTS approval;
(ii) for any defect caused during transportation; and
(iii) under the above warranty (or any other warranty, condition or guarantee) if the total price for Goods or Services has not been paid by the due date for payment.

11. TERMINATION
11.1 MaxiPARTS may terminate this agreement or suspend any further Services with immediate effect if:
(a) the Buyer breaches any of these Terms and Conditions; or
(b) the Buyer ceases to carry on a business, is unable to pay its debts as they become due, is presented with a winding up petition or if any step is taken to appoint a receiver, receiver and manager, a trustee in bankruptcy, a provisional liquidator, a liquidator, or an administrator to the
Buyer's assets, operations or business.
11.2 Termination of this agreement or suspension of the Services does not affect any accrued rights or remedies of MaxiPARTS.

13. INTELLECTUAL PROPERTY
13.1 All patents, trademarks, copyrights and any other intellectual property in the Goods remain the sole property of  MaxiPARTS at all times and the Buyer agrees that it will not infringe any of MaxiPARTS intellectual property rights.
13.2 All drawings and technical specifications supplied or made available to the Buyer by MaxiPARTS are subject to copyright and strictly confidential. The Buyer must not:
(a) communicate any details of any drawings or technical specifications to any third party without  MaxiPARTS prior consent in writing; or
(b) make any copies of or use the drawings or technical specifications for any purpose other than expressly authorised in writing.

14. TAXES
14.1 In this condition 14, a word or expression defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.
14.2 If a party makes a supply under or in connection with this agreement in respect of which GST is payable, the consideration for the supply but for the application of this condition 14.2 (GST exclusive consideration) is increased by an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made.
14.3 If a party must reimburse or indemnify another party for a loss, cost or expense, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other party is entitled to for the loss, cost or expense, and then increased in accordance with condition 14.2.
14.4 Any consideration to be paid or provided for a supply made under or in connection with this agreement, unless specifically described in this agreement as GST inclusive, does not include an amount on account of GST.

15. PRIVACY
15.1 The parties agree to be bound by all applicable Australian privacy legislation, including that MaxiPARTS  may use and disclose personal information of the Buyer or any of the Buyer's directors, officers, principal, guarantors, employees or agents for the purposes of obtaining and/or maintaining a commercial and/or consumer credit report.

16. GENERAL
16.1 MaxiPARTS may sub-contract the supply or delivery of the Goods, the carrying out of the Services and/or the delivery of the Finished Goods.
16.2 No waiver by MaxiPARTS of any breach of these Terms and Conditions by the Buyer will be considered as a waiver of any subsequent breach of the same or any other provision. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
16.3 A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the terms of this agreement continue in force.
16.4 The Buyer must not assign this agreement, or any rights under this agreement, without the prior written consent of MaxiPARTS.
16.5 This agreement is governed by the law applicable in Victoria and each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Victoria.
I/we agree to be bound solely by these Terms and Conditions and I/we further agree that any terms and conditions of purchase that may be
incorporated in any order, acceptance of quotation or any other document delivered by me/us, shall unless those Terms and Conditions are agreed to in writing by MaxiPARTS duly authorised representative, have no legal effect.
HEAD OFFICE
PO Box 768
Sunshine 3020
Ph: 03 9368-7000 Fx: 03 8368-2161

PAYMENT SECURITY

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