DAYCO PURCHASE ORDERS ARE SUBJECT TO THE FOLLOWING
TERMS AND CONDITIONS
1. Definitions
“Buyer” means Dayco Australia Pty Limited.
“Seller” means the person, firm or corporation to whom the order is addressed.
2. Acknowledgement
The Seller shall promptly in writing acknowledge acceptance of the Buyers order. Objections, if any, must be raised by the Seller before proceeding to execute this order.
3. Inconsistent Terms
In the event that any invoice or other document forwarded to the Buyer by the Seller contains anything inconsistent with these terms and conditions such document and any goods which it accompanies are only accepted by the Buyer on the express understanding that these terms and conditions are to prevail in all cases.
4. Acceptance or Rejection
All the goods covered by this order whether paid for or not shall be subject to inspection by the Buyer and if any of the goods do not comply with the requirements of this order the Buyer may either reject the goods or any of them or retain the whole or any of them without prejudice to its rights at law. Following inspection the Buyer will notify the Seller of any defects discovered and hold any goods claimed to be so defective at the risk and pending the instructions of the Seller for a period not exceeding thirty days from such notification. If the Seller fails to respond to the Buyer’s claim that such goods are defective within 30 days of the Buyer having made such claim on the Seller, the goods, the subject of the claim shall, if the Buyer so chooses, and notwithstanding any other provisions of this agreement, be deemed for al purposes to be “unsolicited goods” within the meaning of the Unsolicited Goods and Services Act.
5. Quality and Fitness
Goods supplied hereunder shall comply in all respects with the description set out on the reverse side hereof and shall be of a standard not less than that prescribed for such goods by the Standards Association of Australia. The Buyer relies on the skill and judgement of the Seller with the intent that the goods ordered shall be fit for the purpose for which they are required by the Buyer.
6. Insurance
Unless otherwise stated on the face hereof, insurance is the responsibility of the Seller until the goods are accepted by the Buyer.
7. Invoices
Invoices shall
(a) be rendered separately for each delivery and accompany goods;
(b) cover not more than one order;
(c) be rendered with order number quoted thereon.
If invoice is subject to settlement discount, period will be calculated from the date the invoice is received by the Buyer.
8. Other Documents
All packing slips, delivery dockets and other documents or correspondence relating to this order must bear the Buyers order number.
9. Statutory Requirements
The seller shall comply with all statutory and other requirements at law in connection with the manufacture, packing, packaging, marketing, branding and delivery of the goods to the Buyer.
10. Patent Rights
By accepting this order the Seller agrees to defend, protect and save harmless the Buyer, its successors assigns customers and the users of its product by reason of the use of the articles hereby ordered against all claims for actual or alleged infringement of any Letters Patent, Trademarks or similar protection. If the Seller makes representation that goods ordered are protected by one or more patents, and any such patents found to be invalid, this contract may forthwith be cancelled by the Buyer.
11. (1) Design to be retained in confidence
Any articles of work or done according to the Buyers design or developed for it at its direction, or any designs supplied by the Buyer or copies thereof shall be held by the Seller on behalf of the Buyer and its disposal and shall not be disclosed or furnished to any other person, firm or government without the Buyer’s written consent.
11 (2) Purchases Property
Unless otherwise agreed in writing all tools, equipment or material or every description furnished to Seller by Buyer or specifically paid for by Buyer, and any replacement thereof, or any materials affixed or attached thereto, shall be and remain the personal property of Buyer. Such property and whatever practical each individual item thereof, shall be plainly marked or otherwise adequately identified by Seller as “Property of Dayco Australia Pty Limited” and shall be safely stored separate and apart from Seller’s property. Seller shall not substitute any property for property and shall not use such property except in filing orders. Such property while in Sellers custody or control shall be held at Sellers risk, shall be kept insured by Seller at Sellers expense in an amount equal to the replacement cost with loss payable to Buyer and shall be subject to removal at Buyers written request, in which event Seller shall prepare such property for shipment and shall redeliver to Buyer in the same condition as originally received by Seller reasonable wear and tear expected.
12. Delivery
Each package shall be numbered and labelled with the Buyers order number, contents and weight and shall be accompanied by an itemised packing slip and shall be properly packed for consignment. No charges will be allowed for packing, crating, freight, express or cartage unless specified on the face hereof. Time is the essence hereof and if any goods are not delivered within the time specified on this order or within reasonable time if no time is specified, the Buyer may refuse to accept such goods and may cancel all or part of this order. The seller assumes liability for any damage (including loss of profits) rising from failure to meet the delivery date (if any) stated on the reverse side hereof.
13. Cancellation
Not withstanding anything herein the Buyer reserves the right to cancel this order in part or in whole for failure of the Seller to meet delivery requirements or for faulty workmanship.
14. Construction
The contract between the Seller and the Buyer shall be governed and construed according to the Laws of Victoria and the Buyer agrees to submit to the jurisdiction of the courts located in the Capital City of Victoria.