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terms and conditions of purchase
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APPLICATION
- Application: These Terms apply to the supply of all Goods by Elsafe to the Purchaser from the date the Purchaser accepts these Terms.
- Acceptance:
The Purchaser accepts these Terms when:
- the Purchaser submits an Order or accepts Elsafe’s Quotation (whether in writing, verbally or by continuing to instruct Elsafe to supply the Goods); or
- the Purchaser accepts delivery of any, or any part, of the Goods pursuant to an Order; or
- when the Purchaser signs a Quotation or these Terms, whichever occurs first.
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terms and conditions of SUPPLY / DELIVERY
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DELIVERY
- Dispatch date: Elsafe will use reasonable endeavours to dispatch the Goods for Delivery as per the timelines indicated in the Order Confirmation. Elsafe will inform the Purchaser of any changes to the dispatch date as soon as reasonably practicable.
- Delivery fee: Elsafe reserves the right to charge a fee for Delivery of the Goods, at its sole discretion. Any fee for Delivery will be listed on the Order Confirmation and will be to be deemed accepted by the Purchaser unless the Purchaser notifies Elsafe prior to the dispatch date indicated on the Order Confirmation.
- Dispatch and delivery delays: Notwithstanding clause 6.1, Elsafe will not in any circumstances be liable for any Loss, arising directly or indirectly, from delays in or failure to dispatch or Deliver the Goods for any cause or reason including logistics delays, manufacturing delays, unavailability or restriction in availability of componentry, customs issues, inclement weather, effects of Force Majeure and/or labour disputes. In the event of any of the foregoing or an event of Force Majeure, Elsafe will seek to collaborate with the Purchaser and keep them informed of new dispatch dates, to the extent known by Elsafe.
- Risk:
Risk of the Goods shall pass to the Purchaser on the earlier of:
- pickup of the Goods by the Purchaser or their representative from any Elsafe’s premises, including its warehouse or office; or
- Delivery of the Goods, as evidenced by the proof of delivery.
- Inspection: All Goods must be receipted and inspected immediately on pickup or Delivery, and Elsafe must be notified in writing within 2 Working Days of any Goods that were damaged, faulty or incorrect at the time of supply to ensure replacement goods or claims can be provided in a timely manner in accordance with this clause 6. The Purchaser must provide supporting visual images of the goods in their received state.
- Failure to give notice: Subject to clause 9 and the Purchaser’s rights under law including the ACL, if the Purchaser fails to give Elsafe notice of damaged, faulty or incorrect Goods in accordance with clause 6.5, the Goods will be conclusively presumed to be in all respects in accordance with the Purchaser’s Order and free from any defects.
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TITLE
- Title: Elsafe will retain absolute title over the Goods until receipt of full payment for the Goods.
- Insurance: From the time when risk of the Goods passes to the Purchaser under clause 6.4, the Purchaser must insure and keep the Goods insured against all insurable risks in the name of the Purchaser as purchaser, and Elsafe as an unpaid vendor, for their full insurable value.
- Conditions: Until title in the Goods passes to the Purchaser in accordance with clause 7.1, the Purchaser acknowledges and agrees that it shall possess the Goods as
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terms and conditions of WARRANTY
EXPRESS WARRANTY
Definitions:
For the purposes of this clause 9, ‘Acceptable quality’ has the same meaning as provided in the Australian Consumer Law.
Express Warranty:
Elsafe agrees for a period twelve (12) months from the date of purchase to make good, by repair or replacement, any defects in the Goods which, under proper use and in accordance with any instructions issued by Elsafe, result in the Goods being of unacceptable quality because of faulty design, material, or workmanship by Elsafe, provided that:
- the defect/s are not due to normal wear and tear.
- the defect/s are not a result of improper installation or use of the goods.
- the defect/s are not the result of negligent damage to the goods.
- the defect/s are not the result of accident.
- the defect/s are not the result of insect or vermin infestation.
- the defect/s are not the result of use outside of the Goods’ rated specifications.
- the defect/s are not the result of a power surge or overvoltage; and
- the defect/s are not the result of modification or alteration to the Goods;
- the defect/s are not the result of liquid ingress;
- the defect/s are not the result of adverse environmental conditions; and
- there is no evidence of tampering,
hereinafter, the “Express Warranty”.
Claim:
To enquire about claiming under the Express Warranty set out in clause 2 above, the Purchaser should follow these steps:
- carefully check the operating instructions, user manual and the terms of this warranty;
- have the consignment number of Goods available;
- have the proof of purchase (e.g., an invoice) available; and
- call the telephone number set out in clause 9.4 below.
Warranty provider:
The Express Warranty is given by:
intellectual property
INTELLECTUAL PROPERTY
Intellectual Property:
patents, goods specifications, operation manuals, knowledge and other forms of Intellectual Property directly or indirectly associated with the Goods; and
Intellectual Property Rights in and relating to the production, development and supply of the Goods, including drawings, 3D Models, illustrations, specifications, and other related literature (excluding Materials licensed to us pursuant to clause 10.2), remains the property of Elsafe and shall not be transferred, assigned, licensed, reproduced, disclosed or otherwise given to any other person by the Purchaser without Elsafe’s prior written consent.Purchaser intellectual property:
If the Purchaser provides Elsafe with Material to be used in the supply of the Goods:
- the Purchaser warrant and represent to Elsafe that its use of any Materials will not infringe the Intellectual Property Rights of any third party; and
- the Purchaser indemnifies and will keep Elsafe indemnified from and against any and all claims, liabilities, obligations, expenses or damages which Elsafe may incur if clause 10.2(a) is untrue or breached.
Licence over Materials:
The Purchaser grants to Elsafe a non-exclusive royalty-free license to use all Intellectual Property Rights in all Materials for so long as necessary or convenient for the production of the Goods and the matters contemplated regarding the delivery of the relevant Goods.
COMPATIBILITY
Elsafe does not warrant or guarantee the performance or compatibility of the Goods with any other products not supplied by Elsafe (Third Party Products), unless otherwise expressly agreed in writing by Elsafe.
The Purchaser acknowledges and agrees that:
- Elsafe products (including the Goods) must not be used in conjunction with the mating party of any Third Party Products, as it may invalidate compliance with national or international safety standards and compliance certification;
- there are risks associated with using the Goods in conjunction with Third Party Products, including in relation to:
- possible mismatched current ratings and inferior quality electrical contact with the pins and sockets, which may result in high contact resistance and increased temperature rise or voltage drop issues; and
- different mechanical mating and locking mechanisms, which may affect connection integrity; and
- using the Goods in conjunction with Third Party Products is entirely at the risk of the Purchaser;
- any Loss which the Purchaser or its client may suffer due to the use of the Goods with Third Party Products, including damage to property, will be the sole responsibility of the Purch
confidential information 3D MODELS
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TAKE OFFS AND 3D MODELS
Take offs: Unless otherwise agreed in writing, any material or quantity take offs prepared by Elsafe on behalf of any client or the Purchaser represents an estimate and suggestion only for the Purchaser’s review and consideration. 3D Models: 3D Models produced by Elsafe in respect of Goods are a three-dimensional representation of the object and are provided solely as an informational tool to assist customers. 3D Models must not be treated as accurate indications of the measurements, specifications or design of Goods. If the Purchaser requires accurate information regarding OE Elsafe products, please contact: sales@oeelsafe.com.au. Conditions of use of 3D Models: All 3D Models provided by Elsafe to the Purchaser (whether received via email or downloaded from the OE Elsafe website) are subject to the following terms and conditions:- the 3D Model and its design is the property of Elsafe and is protected by the Copyright Act 1968 (Cth) and/or the Designs Act 2003 (Cth);
- the 3D Model must not be copied or otherwise reproduced without the express written consent of Elsafe; and
- once received or downloaded from the website, 3D Models must not be passed on to third parties, sold, or otherwise used for any purpose other than to allow the Purchaser to consider whether to Order the Goods.
- it has and will make its own assessment of the fitness for purpose and suitability of any Goods supplied by Elsafe and the items, quantities and materials specified in any Quotation will meet and satisfy the needs of the works required by the Purchaser;
- the Purchaser does not and will not rely on Elsafe’s skill or judgment nor that of any person by whom any prior negotiations or arrangements in relation to the acquisition of any Goods were conducted or have been or will be made;
- the Purchaser has not made nor will make known to Elsafe or a manufacturer of goods (directly or via any person and whether expressly or impliedly) the particular purpose for which the Purchaser acquires Goods;
- Elsafe accepts no responsibility for any omissions, errors, shortfalls, changes in dimensions or type of materials required as a result of a failure of the Purchaser to check that a Quotation and any take offs included in it are correct; and
- any Loss which the Purchaser or its client may suffer, due to the client not reviewing and understanding its Order for Goods will be the sole responsibility of the Purchaser.
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Variations:
Any changes to the Order, request for return for credit, cancellations, or warranty claims will be subject to those other conditions referred to elsewhere in these Terms, irrespective
terms and conditions DEFINITIONS
- INDEMNITY
The purchaser hereby indemnifies and keeps indemnified Elsafe against all costs, damages, claims, losses, and liabilities whatsoever paid or incurred by Elsafe in respect of a breach by the Purchaser of these Terms. - DEFAULT
It is an event of default (Event of Default) of these Terms if:- any of these Terms are not fully complied with and either the breach is not capable of remedy or (if capable of remedy) it is not remedied within 5 days of a written request by the non-breaching party to remedy the breach; or
- either the Purchaser or Elsafe becomes Insolvent.
Each party must give notice to the other party in writing if it contends that an Event of Default has occurred.
- TERMINATION
If an Event of Default occurs and the default is not capable of being remedied, or if capable of being remedied is not remedied within 25 days after notice is given under this clause in accordance with clause 19, then the non-defaulting party may terminate the contract for the supply of Goods that is based on these Terms. - NOTICES
• Form: Any notice under these Terms may be served by physical delivery (in person or by post) or by any other form of communication to the address or number of the recipient most recently notified by the recipient to the sender.
• Email: Any notice to Elsafe under these Terms given electronically must be given in writing via email from the Purchaser or (if a corporate entity) their authorized officer. - VARIATION OF TERMS
• Variation:
These Terms as they apply in respect of an outstanding or completed Order for Goods may only be varied by agreement in writing between Elsafe and the Purchaser.
• New Terms:
Elsafe may adopt new terms and conditions for the sale of Goods from time-to-time. The new terms and conditions of sale will apply to the supply of Goods after you accept such new terms and conditions pursuant to clause 1.2.
• Acknowledgement: By placing an order with Elsafe for Goods, the Purchaser warrants and agrees that they have read these Terms and agree to be bound by them. - GENERAL
• Legal capacity:
The Purchaser represents and warrants to Elsafe that it has the legal capacity to enter into and has the power to comply with these Terms.
• Entire agreement:
Each Order and the supply of Goods by Elsafe pursuant to an Order shall be governed by these Terms. These Terms and the Order constitute the entire agreement between the Purchaser and Elsafe in relation to any Goods.
•Lawful purpose:
The Purchaser must ensure the Goods are used only for lawful purposes and in accordance with applicable laws.
• Binding:
These Terms bind Elsafe’s successors, administrators and permitted assigns and the Purchaser’s executors and permitted assigns or the Purchaser’s successors, administrators and permitted assigns (as applicable)
• Assignment:
Elsafe may without notice to the Purchaser assign, transfer
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DELIVERY
- Dispatch date:
Elsafe will use reasonable endeavours to dispatch the Goods for Delivery as per the timelines indicated in the Order Confirmation. Elsafe will inform the Purchaser of any changes to the dispatch date as soon as reasonably practicable. - Delivery fee:
Elsafe reserves the right to charge a fee for Delivery of the Goods, at its sole discretion. Any fee for Delivery will be listed on the Order Confirmation and will be deemed accepted by the Purchaser unless the Purchaser notifies Elsafe prior to the dispatch date indicated on the Order Confirmation. - Dispatch and delivery delays:
Notwithstanding clause 6.1, Elsafe will not in any circumstances be liable for any Loss, arising directly or indirectly, from delays in or failure to dispatch or Deliver the Goods for any cause or reason including logistics delays, manufacturing delays, unavailability or restriction in availability of componentry, customs issues, inclement weather, effects of Force Majeure and/or labour disputes. In the event of any of the foregoing or an event of Force Majeure, Elsafe will seek to collaborate with the Purchaser and keep them informed of new dispatch dates, to the extent known by Elsafe. - Risk:
Risk of the Goods shall pass to the Purchaser on the earlier of:- pickup of the Goods by the Purchaser or their representative from any Elsafe’s premises, including its warehouse or office; or
- Delivery of the Goods, as evidenced by the proof of delivery.
- Inspection:
All Goods must be receipted and inspected immediately on pickup or Delivery, and Elsafe must be notified in writing within 2 Working Days of any Goods that were damaged, faulty or incorrect at the time of supply to ensure replacement goods or claims can be provided in a timely manner in accordance with this clause 6. The Purchaser must provide supporting visual images of the goods in their received state. - Failure to give notice:
Subject to clause 9 and the Purchaser’s rights under law including the ACL, if the Purchaser fails to give Elsafe notice of damaged, faulty or incorrect Goods in accordance with clause 6.5, the Goods will be conclusively presumed to be in all respects in accordance with the Purchaser’s Order and free from any defects.
- Dispatch date:
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TITLE
- Title:
Elsafe will retain absolute title over the Goods until receipt of full payment for the Goods. - Insurance:
From the time when risk of the Goods passes to the Purchaser under clause 6.4, the Purchaser must insure and keep the Goods insured against all insurable risks in the name of the Purchaser as purchaser
- Title:
