BAE Automation

Terms and Conditions of Sale.

1.0. Definitions  

BAE Shall mean “BAE Automation Technologies Pty Ltd” and / or  “buycontrols.com.au” which is a division of BAE Automation Technologies Pty Ltd. ABN No. 28 161 690 919. Customer: Refers to the company, or persons entering into a purchase transaction  with BAE. Price: Shall mean the price in “Australian dollars” indicated in a BAE quotation or published on the BAE website. Goods: The products and/or services offered for sale by BAE to the Customer. Conditions: Term describing the ‘Terms & Conditions of Sale.’.

2.0. General 

These Conditions apply to any sale of Goods by BAE. BAE can and may vary the Conditions, and these variations to the Conditions will only be valid if agreed to in writing by BAE.

3.0. Legal Construction 

This contract will be construed and operate in conformity with the laws of the State of Victoria which is hereby deemed to be the proper Law of the Contract.

4.0. Precedence 

In the event of a conflict between the Conditions and those which may be included in any document forming part of any enquiry, specification, purchase order or contract then the Conditions will prevail unless they are expressly varied by BAE in writing. If any Condition is held by a Court of Law to be legally invalid then the remainder of the Conditions will in no way be affected.

5.0. Quotation Acceptance 

5.1. A quotation whether written or verbal is not to be interpreted as an obligation to sell and BAE reserves the right to decline any order for Goods either fully or partly, at any time prior to the delivery of the Goods, in such a case BAE will be under no obligation in respect of such an order.

5.2. Acceptance of any quotation whether written or verbal must be in writing and no contract of sale will be entered into until the Customer’s purchase order accepting the quotation is accepted by BAE.

6.0. Prices 

6.1. All pricing is subject to change without notice and orders are accepted by BAE on the condition that they will be invoiced at the pricing ruling at the date of dispatch, every effort will be made to give 30 days’ notice of any increase. 

6.2. The pricing offered could be based upon quantities referred to in the offer. If there is any variation in the total quantity of Goods ordered compared to that offered, BAE reserves the right to change the prices.

6.3. All prices quoted are net, exclusive of GST (Goods and Services Tax.) Prices can be adjusted by BAE to take into consideration the application of any supplier price increases, international exchange rate changes, new taxes, duties or levies between the date of quotation or order and the dispatch of the Goods.

7.0. Variation or Cancellation 

7.1. An order can at the discretion of BAE, be dismissed in the event of insolvency of the Customer or the Customer being placed into administration or liquidation, whether voluntary or not, or the Customer’s credit standing changes, in BAE’s opinion, from that confirmed in its credit application. If a Customer cancels an order for a non stocked product or manufactured goods without the written consent of BAE, a cancellation fee of 100% of the value of the order will apply. 

7.2. An order may be cancelled or varied by the Customer only if the cancellation or variation is  accepted in  writing by  BAE and  then will  only occur  where BAE will be reimbursed for any costs or loss incurred.

8.0. Information and Drawings 

8.1. All description specifications, illustrations, drawings, data, dimensions and weights supplied or contained in catalogues, price lists and other advertising material of BAE are approximate only and intended to be a general description of the Goods and will not form part of the contract.

8.2. In circumstances where a BAE quotation is supplied to the customer based on customer instructions, specifications, drawings or tender documents, BAE’s price may be provided based on quantities estimated. If there are changes in quantities above or below the quantities estimated by BAE, any price change is to be on a unit rate basis according to unit prices as defined in the quotation.

9.0. Terms of Payment 

The Customer agrees to comply with the Conditions and payment for Goods will be made by the Customer to BAE within 30 days from the end of the month of purchase for credit approved customers, unless otherwise agreed to in writing by BAE. All other Customers will be required to make payment before the Goods are supplied. BAE reserves the right to provide terms of payment at its discretion, to qualifying Customers.

10.0. Credit

The extension of credit facilities is at the complete discretion of BAE and is subject to confirmation of the receipt of an order, however in any case BAE has the right to withdraw credit facilities at any time prior to delivery without notification. Any failure by customer to comply with the BAE terms of payment may result in BAE withholding the delivery of goods and services.

11.0. Delivery 

11.1. BAE will aim to comply with the requested time of delivery of goods by the Customer but cannot guarantee this time. BAE deliveries are subject to current BAE stock availability and also BAE suppliers stock availability. BAE will not be liable for any loss or damage arising from a delay in the delivery of Goods. The quoted delivery dates are subject to confirmation when placing the order. BAE reserves the right to charge delivery costs at its discretion where applicable and in agreement with the Customer.

11.2. The delivery date will be extended in consideration of any delay caused by the Customer, or circumstances beyond the reasonable control of BAE.

12.0. Risk 

The Goods sold will be at the risk of the Customer from the time of dispatch of the Goods by BAE for delivery to the Customer, and the Customer will be fully responsible for insuring the Goods in transit.

13.0. Packing, Damage or Loss in Transit or on site 

BAE uses every care in packing however, unless otherwise agreed to in writing, will not be liable for any loss or damage in transit or while in the possession of the customers contractors, or in the possession of the customers client and any claim in relation to such loss or damage will not be accepted by BAE and will be a matter between the Customer and the shipping company or contractor or client. 

14.0. Shortages in Delivery

The Customer will inspect all goods received as soon as practical upon unloading. The Customer waives any claim for shortage of any Goods delivered if a claim of short delivery is not lodged with BAE within 10 business days from the date of receipt of Goods by the Customer.

Terms and Conditions of Sale Continued.

15.0. Storage 

Any property of the Customer under BAE’s possession, custody or control is at the Customer’s risk as regards loss or damage caused to the property or by it.

21.2. If liability may not be excluded by express agreement and where the Goods to be provided by BAE are not of a kind ordinarily acquired for personal domestic or household use or consumption then the liability of BAE for a breach of a condition or warranty implied by the Trade Practices Act will be limited to the repair of the Goods, or, at BAE’s option, the replacement of the Goods or supply of equivalent Goods.

16.0. Goods Returned for Credit 

16.1. Goods will be accepted for credit only by prior agreement or to the extent that they have been wrongly or over supplied. Returned goods shall be delivered to BAE free of charge, in good order and condition, unused and in the original packaging, accompanied by a despatch note stating the original invoice number, date of supply and reason for return. Except where goods have been wrongly or over supplied, a charge as determined by BAE will be made for handling costs. 

16.2. Goods made to special order cannot be returned or credited unless not to specifications or otherwise not in accordance with any expressed implied term of the contract.

17.0. Variation 

A variation or cancellation of any order by the Customer is subject to acceptance by BAE in writing, and in the event of such an agreement the Customer indemnifies BAE against any loss or damage as a result of such a variation or cancellation.

18.0. Warranties Limited, Guarantee 

18.1. BAE warrants that the Goods it supplies will be of good and merchantable quality and will extend to the customer the guarantee of the manufacturer of goods. BAE gives no warranty where BAE is not the manufacturer of goods and will transfer all warranties that have been granted to BAE by the manufacturer to the customer. Any warranties will be limited only to the repair or replacement of any faulty or defective Goods. This warranty does not cover water damage, accidental damage, damage from misuse, improper use, poor maintenance, modification, or neglect. A repair or replacement will only then be made if defects occur within twelve months after the Goods have been delivered, and BAE is notified in writing within seven days of the alleged defect occurring and the Customer has stated the date and place of purchase.

18.2. The removal of the defective part and the installation of any repaired or replacement part will be performed by the Customer at their own expense. Where any defective part has been replaced the defective part will then become the property of BAE.

18.3. BAE will not be liable for Goods where any unauthorized repair or alteration to the Goods has been performed by the Customer or others.

18.4. In no event will BAE be liable for any direct or indirect consequential or exemplary loss or damages (including but not limited to loss of income, profits or business, loss of goodwill or reputation or loss of value of intellectual property) to persons or property, whether foreseeable or unforeseeable, arising from or caused in any way by such Goods.

19.0. Inspection 

The Customer has 7 days from the date of delivery of the goods within which to provide BAE with written notice of any claim for alleged failure to comply with an order whether due to a shortfall, defect, incorrect delivery or otherwise. Should the Customer fail to provide such written notice within this time frame then BAE will be deemed to have complied with the Customer’s order in all aspects including delivery, quality and quantity.

20.0. Customer’s Specifications 

BAE will be under no obligation to comply with any specification or drawings referred to in any order unless such specifications or drawings have been produced to BAE prior to delivery of Goods and signed by BAE. Otherwise, BAE does not warrant that the Goods are fit for a particular purpose and the Customer agrees that it does not rely on the skill and judgement of BAE in relation to the suitability of the Goods for a particular purpose. All such warranties are excluded to the maximum extent permitted by law.

21.0. When Customer is a Consumer 

21.1. If the basis of a contract is such that the Customer is a consumer as defined in the Trade Practices Act or in any other Law of the Commonwealth or any State or Territory or Australia, the Customer’s rights will be governed by the provisions of that Act or any Law to the extent that liability may not be excluded by express agreement.

22.0. Title 

22.1. Unless otherwise agreed to in writing by BAE and the Customer, title in the Products Ordered will not pass to the Customer until the Products are fully paid for by the Customer. Where the Products have been Delivered to the Customer prior to having been fully paid for, the Customer will hold the Products until full payment has been made as a bailee at will for BAE. 

22.2. Where the Products are to be Installed by the Customer, the Customer acknowledges and agrees that in the event that payment is not made in accordance with this Contract then no Installation will take place without BAE’s prior written consent until the Products have been fully paid for. 

22.3. The Parties agree that the full risk of damage, loss or destruction to the Products will pass to the Customer on Delivery of the Products even if title has not passed to the Customer at the time of such damage, loss or destruction. In the event that the Products are damaged, lost or destroyed after Delivery but before title has passed, the Customer will continue to be liable to BAE to pay any balance of the Price.

23.0. Disputes 

If the Customer disputes a charge appearing on an invoice then the Customer will give written notice of such dispute to BAE immediately upon receipt of the invoice and will pay all other charges not in dispute on the invoice pending an investigation of the dispute.

24.0. Sales Tax, GST and other Government Imposts 

24.1. The prices offered are exclusive of Sales Tax, GST or other Government Imposts. If Sales Tax, GST or other Government Imposts become applicable, the Customer will pay these amounts in addition to the prices offered.

24.2. If GST is payable in relation to a Taxable Supply the amount payable for that Taxable Supply will be the amount payable in accordance with this agreement plus GST.

25.0. Liquidation, Bankruptcy 

If the Customer,

25.1. being a person, dies or declares bankruptcy.

25.2. being a company, takes or will have taken against it action for the winding up of the company or the placing of the company under official management or receivership other than for purposes of reconstruction or if a receiver, manager, controller, liquidator, administrator, mortgagee in possession or like officer is appointed over part or all of the Customer’s assets then BAE, at its option and without prejudice to any other rights it may have under the contract or at Law, will give notice in writing to the Customer and after fourteen days from this notice may, unless otherwise provided by Law,

25.2.1. terminate the contract or suspend manufacture or delivery of any equipment then outstanding.

25.2.2. retain any security given or money paid by the Customer and apply this against the assessed loss and damages incurred by BAE in the performance of the contract.

26.0. Liability of BAE

Subject to clauses 11, 18, 19 and 21, BAE shall not be under any liability whether in contract, tort or otherwise from any cause whatsoever, whether occasioned by negligence or otherwise, for any injury, damage or loss, including consequential damage or loss whether to persons or property, arising out of this contract or the goods supplied pursuant hereto including any defects therein or anything connected therewith or with repair or replacement or any other work related thereto.