5.
Price and Terms of Payment 5.1
Unless stated otherwise in writing, all prices quoted by Honeywell, are exclusive of all taxes, (including any GST), duties, levies and any other government charges, and where applicable these taxes shall be added to the price payable by the Customer to Honeywell. When GST is payable by Honeywell in respect of a taxable supply made by Honeywell to the Customer, the Customer shall pay Honeywell, in addition to the GST-exclusive price, the amount on account of GST shown in the tax invoice rendered by Honeywell.
5.2 Unless stated otherwise in writing, prices quoted by Honeywell, are based on the factory or supplier price list as held by Honeywell at date of proposal and also on rates of duty and prime wages and salaries, freight insurance and exchange rates prevailing at the date of the proposal. Any increase in price resulting from variation in any of these factors shall be payable by Customer.
5.3
Honeywell reserves the right to raise and be paid for progress claim invoices on the Customer. Progress claim invoices may be raised upon the supply of Equipment, Services or Software to Customer or to some other place agreed or upon the completion of agreed benchmarks or other measure as agreed between Customer and Honeywell.
(a) Where Honeywell has Goods ready for supply in accordance with a delivery schedule agreed between Honeywell and Customer, but Customer is not able to adhere to that delivery schedule, then Honeywell may i n v o i c e Customer in accordance with that delivery schedule.
In the absence of an agreed delivery schedule, the current Honeywell delivery schedule, as provided to Customer, shall be deemed to be the delivery schedule. (b) Goods paid for by Customer under sub-clause 5.3 will be held for Customer under Honeywell's custody, care and control and will be insured by Honeywell for fire and burglary at replacement value.
5.4 Except as otherwise agreed, invoices will be raised by Honeywell upon the supply of Equipment, Services or Software. 5.5 Subject to approval of Customer's credit by Honeywell, all charges shall be due and payable and paid by Customer to Honeywell within thirty (30) days from date of invoice. Where Honeywell has not approved Customer's credit, all charges shall be due and payable and paid by the Customer to Honeywell upon delivery of Goods or Services. All payments shall be in Australian legal currency.
5.6
5.7 Any moneys for which an account or invoice has been furnished to Customer, and which remain unpaid for ninety (90) days after the due date for payment shall, at Honeywell's option, bear interest as from the date upon which payment is due at the prevailing commercial overdraft rate of Honeywell's then current bank.
6.
Risk and Title 6.1 Property and ownership in Equipment will not pass to the Customer but will remain in Honeywell until the purchase price of the Equipment has been paid in full. 6.2 Until property in the Equipment passes to the Customer: (a)
The Customer shall hold the Equipment as fiduciary bailee and agent for Honeywell;
(b) Unless otherwise notified in writing, the Customer is authorised to sell or use the Equipment in the ordinary course of business. The Customer shall hold that part of the sale proceeds equal in dollar terms to the amount owed to Honeywell for the Equipment in trust for Honeywell;
(c) After giving 48 hours notice to the Customer, Honeywell shall be entitled to enter the Customer's premises between 9am and 5pm to inspect the Equipment; (d) The Equipment shall be stored separately and in a manner to enable them to be identified and cross-referenced to particular invoices; (e) If the Customer sells or uses the Equipment in a manufacturing or value added process of its own or a third party, then the Customer shall hold such part of the proceeds of the sale, manufacturing or value added process as is owed to Honeywell for the Equipment in trust for Honeywell. Such part shall be deemed to equal in dollar terms the amount owing by the Customer to Honeywell for this Equipment at the time.
6.3 If the Customer: (a) fails to make payments for the Equipment on the due date; or (b) commences to be wound up or is placed under official management or suffers a receiver or manager to be appointed or becomes insolvent or bankrupt or commits an act of bankruptcy, the Customer will deliver the Equipment to Honeywell upon demand. If the Customer does not comply with a demand within 48 hours of receipt, Honeywell shall be entitled to enter upon the Customer's premises at any time to do all things necessary in order to take possession of the Equipment. The Customer will also pay on demand all costs associated with the exercise of Honeywell's rights under this clause.
7. Delay
7. l It is contemplated that any Goods or Services to be supplied by Honeywell will be supplied during regular working hours on regular working days. If for any reason Customer requests Honeywell to supply Goods or Services outside regular working hours, any overtime or additional expenses occasioned thereby shall be invoiced to and paid by Customer to Honeywell as part of the purchase price for such Goods or Services, at Honeywell's then current labour rates to customers.
7.2
Extra costs incurred by Honeywell due to cessation of work occasioned by Customer's instructions or lack of instructions, by interruptions, mistakes, or work for which Honeywell is not responsible shall be reimbursed by Customer to Honeywell upon demand. Extra costs incurred by Honeywell due to occurrences under clause 8 and sub-clause 8.2 in these terms and conditions shall be reimbursed by Customer to Honeywell upon demand.
8. Work to be done by others 8.1 Without prior written agreement with Customer to the contrary, Honeywell will not set in place or install equipment or services piping nor carry out any electric wiring work, welding or entry into process lines, or building work such as concreting, cutting and making good, or painting. Such work shall be the responsibility of the Customer and at its expense and shall not be the responsibility of Honeywell.
8.2 Honeywell will not set the cut out or operating points of safety devices unless under the supervision and at the sole responsibility of Customer. 8.3 Honeywell will not provide lifting machinery, scaffolding, toilets or other site amenities.
9.
Delivery, etc. 9.1 Delivery of Goods not agreed to be installed by Honeywell shall be FOB a Honeywell warehouse or Honeywell affiliated or office selected by Honeywell. 9.2
The delivery times made known to Customer are estimates only and Honeywell does not accept any responsibility for delays whether caused by fire, strike, lockout, dispute with workmen, delays caused by suppliers or others, flood, accident, transportation delays, fuel shortage, inability to obtain material, war, demand or requirement of Government or statutory authorities or any other cause beyond its control. date or dates for performance of this contract by Honeywell shall be extended for a period at least equal to the time lost by reason of the delay.
9.3 If the Goods or Services ordered by Customer are unable to be supplied to Customer by the scheduled delivery date, Honeywell will notify Customer and with Customer's consent, Honeywell may substitut equivalent goods or services in place of the Goods and Services ordered by Customer, in order to satisfy Customer's order.
10. Loss of or Damage to Goods 10.1 To the extent permitted by law and subject to clause 4.1(b), in the case of Goods not agreed to be installed by Honeywell, Honeywell shall not be liable for any loss of or damage to the same after delivery FOB point of shipment, including any loss or damage in transit;
10.2 To the extent permitted by law and subject to clause 4.2, in the case of Goods agreed to be installed by Honeywell, Honeywell shall not be responsible for loss of or damage to goods, after those Goods have been delivered to the site. Should any Goods after being delivered and prior to payment by Customer be damaged or destroyed in any way whatsoever, other than by the fault of Honeywell, Customer agrees promptly upon demand to pay or reimburse Honeywell,. in addition to any amount due to Honeywell as payment for the Goods, an amount equal to the loss or damage suffered by Honeywell.
11. Claims
Goods supplied shall be examined by Customer promptly upon delivery. To the full extent permitted by law and subject to clause 3.1 and 4.2, no claim will be recognised by Honeywell unless such claim is reported to Honeywell within seven (7) days after delivery of the Goods to which the claim relates.
12. Return of Goods 12.1 Goods may be returned for credit if they do not correspond with the description provided by Honeywell or the original manufacturer.
12.2 Subject to sub-clause 12.1 no Goods may be returned for credit unless Honeywell's written approval which is a RAN form completed and approved by the branch manager and an 15% payment for a stock keeping fee approved by the customer before goods are returned. The original invoice number and purchase date has to be provided before any goods can be returned.
12.3 Subject to sub-clause 12.1, only Goods of current design in original sealed cartons will be considered for credit, and a handling charge of twenty per cent (20%) of current selling price will be made by Honeywell and paid by Customer. Goods invoiced more than two (2) months prior to attempted return, goods which are special in any nature whatsoever, software, wirings and tubing cut to length and goods bought in to special order cannot be returned.
13. Variations Honeywell reserves the right to revise at any time the extent or type of goods or services it supplies to the Customer, if it believes that other goods or services supplied by Honeywell can fulfill the same function.
14. Dispute Resolution 14.1
The parties agree that if a dispute arises out of or relates to the Contract, a party may not commence any court or arbitration proceedings relating to the dispute unless it has complied with the provisions of this clause 14, except to seek urgent interlocutory relief.
14.2 A party claiming that a dispute has arisen must give written notice to the other party specifying the nature of the dispute. On receipt by the other party of the notice, the matter must be referred to the senior management of each party for resolution. If the managers are unable to resolve the dispute within ten business days, the parties must mediate the dispute under the mediation rules of the Law Society of New South Wales and the President of the Law Society or the President's nominee will select the mediator and determine the mediator's compensation.
15. Software Licence 15.1 Honeywell agrees to grant to Customer a licence to use any Software provided pursuant to the Contract, upon and subject to the terms and conditions set out in Honeywell's standard Software Licence Agreement which Customer shall execute prior to delivery or installation of such Software.
15.2 In the case of software published by a third party, the terms and conditions of the software licence are those set out by the publisher of the software, not Honeywell. It is Customers' responsibility to obtain information from the publisher regarding these terms and conditions.
16. Governing Law These Conditions are governed by the laws of New South Wales. Each party submits to the non-exclusive jurisdiction of these courts and the courts which hear appeals from those courts. 17. Indemnity
Customer agrees to indemnify Honeywell, its employees and agents and each of them from and against all loss or damage, resulting directly or indirectly from any acts, errors or omissions of Customer in connection with the Contract or the use, possession operation of the Goods or Services. This clause will survive termination or completion of the Contract.
18. Intellectual Property
Subject to clause 15, nothing in these Conditions shall confer on Customer any licence, right, title or interest in or to any intellectual property comprised in the Goods or Services, which will at all times remain the property of Honeywell or its suppliers.
19. Default
If the Customer makes default in payment, becomes insolvent or bankrupt, calls a meeting of creditors or goes into liquidation (voluntary or otherwise) Honeywell may, without prejudice to its other rights, suspend delivery, cancel any order or require payment in cash upon delivery of Goods, notwithstanding the terms of payment set out in these Conditions.
20. Waiver If Honeywell does not enforce any term or condition set out in these Conditions, it will not be construed as a release of Honeywell's rights or to sanction any further breach.
In event of any delay, the
Page 1 |
Page 2 |
Page 3 |
Page 4 |
Page 5 |
Page 6 |
Page 7 |
Page 8 |
Page 9 |
Page 10 |
Page 11 |
Page 12 |
Page 13 |
Page 14 |
Page 15 |
Page 16 |
Page 17 |
Page 18 |
Page 19 |
Page 20 |
Page 21 |
Page 22 |
Page 23 |
Page 24 |
Page 25 |
Page 26 |
Page 27 |
Page 28 |
Page 29 |
Page 30 |
Page 31 |
Page 32 |
Page 33 |
Page 34 |
Page 35 |
Page 36 |
Page 37 |
Page 38 |
Page 39 |
Page 40 |
Page 41 |
Page 42 |
Page 43 |
Page 44 |
Page 45 |
Page 46 |
Page 47 |
Page 48 |
Page 49 |
Page 50 |
Page 51 |
Page 52 |
Page 53 |
Page 54 |
Page 55 |
Page 56 |
Page 57 |
Page 58 |
Page 59 |
Page 60 |
Page 61 |
Page 62 |
Page 63 |
Page 64 |
Page 65 |
Page 66 |
Page 67 |
Page 68 |
Page 69 |
Page 70 |
Page 71 |
Page 72 |
Page 73 |
Page 74 |
Page 75 |
Page 76 |
Page 77 |
Page 78 |
Page 79 |
Page 80 |
Page 81 |
Page 82 |
Page 83 |
Page 84 |
Page 85 |
Page 86 |
Page 87 |
Page 88 |
Page 89 |
Page 90 |
Page 91 |
Page 92 |
Page 93 |
Page 94 |
Page 95 |
Page 96 |
Page 97 |
Page 98 |
Page 99 |
Page 100 |
Page 101 |
Page 102 |
Page 103 |
Page 104 |
Page 105 |
Page 106 |
Page 107 |
Page 108 |
Page 109 |
Page 110 |
Page 111 |
Page 112 |
Page 113 |
Page 114 |
Page 115 |
Page 116 |
Page 117 |
Page 118 |
Page 119 |
Page 120 |
Page 121 |
Page 122 |
Page 123 |
Page 124 |
Page 125 |
Page 126 |
Page 127 |
Page 128 |
Page 129 |
Page 130 |
Page 131 |
Page 132 |
Page 133 |
Page 134 |
Page 135 |
Page 136 |
Page 137 |
Page 138 |
Page 139 |
Page 140 |
Page 141 |
Page 142 |
Page 143 |
Page 144 |
Page 145 |
Page 146 |
Page 147 |
Page 148 |
Page 149 |
Page 150 |
Page 151 |
Page 152 |
Page 153 |
Page 154 |
Page 155 |
Page 156 |
Page 157 |
Page 158 |
Page 159 |
Page 160 |
Page 161 |
Page 162 |
Page 163 |
Page 164 |
Page 165 |
Page 166 |
Page 167 |
Page 168 |
Page 169 |
Page 170 |
Page 171 |
Page 172 |
Page 173 |
Page 174 |
Page 175 |
Page 176 |
Page 177 |
Page 178 |
Page 179 |
Page 180 |
Page 181 |
Page 182 |
Page 183 |
Page 184 |
Page 185 |
Page 186 |
Page 187 |
Page 188 |
Page 189 |
Page 190 |
Page 191 |
Page 192 |
Page 193 |
Page 194 |
Page 195 |
Page 196 |
Page 197 |
Page 198 |
Page 199 |
Page 200