These terms and conditions shall be subject to the provisions of the Trade Practices Act 1974 as amended. APC and APC Technology shall mean Automation and Process Control Services Pty Ltd as trustee for The APCS Unit Trust trading as APC Technology (ACN 008 044 451, ABN 76 497 109 667) and its agents, servants and employees. “Customer” shall mean the person or corporation entering into a contract with APC for the supply of goods and/or services by APC.
- Offer and Acceptance
A quotation by APC is not an offer and no order given pursuant to any quotation shall bind APC until accepted by it in writing or by the commencement of the supply of goods or the provision of services. Unless otherwise agreed in writing these terms and conditions shall be deemed to be incorporated in any agreement between APC and the customer. Any terms and conditions contained in any order offer acceptance or other document of the customer which is inconsistent with these terms and conditions are expressly excluded.
- Performance of Contract
Any date quoted by APC for completion is an estimate only and unless a written guarantee shall have been given by APC providing for liquidated damages for failure to complete by the quoted date, APC shall not be liable to the customer for any loss or damage (even if arising out of the negligence of APC) caused by the failure to complete the services on or before the quoted date.
- Price Variations
Each quotation is given on the basis of costs applicable at the date of the quotation. If a contract is not commenced within 30 days of the date of the quotation the price quoted shall be subject to reasonable variations to take into account any increases in labour costs and the cost of materials.
- Price Variations
All changes to specification of product after acceptance of quotation will be charged as variations.
Systems are warranted for 12 months from date of supply. Warranty period for third property proprietary hardware is limited to that supplied by manufacturer, if period is less than 12 months. Warranty does not include travel or accommodation costs, travel time, or any other out of pocket expenses. Warranty is limited to faults in hardware or software that occur in normal operation. Software warranty is limited to those functions tested during commissioning/acceptance testing. Functions, which have not or can not be tested, e.g. where plant equipment is not installed, are not covered. It does not cover faults caused by mechanical damages, or other external factors, be they accidental or otherwise, excludes all consumable items and is subject to (i) reasonable maintenance being carried out and (ii) adequate protection for system where appropriate.
- APC’s Obligation on Breach of Warranty
APC’s obligations for breach of a condition or a warranty shall be limited to any one or more of the following:
7.1 The replacement of goods or the supply of equivalent goods (where goods supplied are defective) or the supply again of the services (where the services are defective); or
7.2 The repair of the goods (where the goods are defective); or
7.3 The payment of the costs of replacing the goods or of acquiring equivalent goods (where the goods are defective) or the payment of the costs of having the services supplied again (where the services are defective); or
7.4 The payment of the costs of having the goods repaired where the goods are defective. APC shall have the right to elect, which of the above remedies shall apply in relation to any breach by APC.
- Exclusion of Damages
APC shall in no circumstances be liable for any form of damages (including but not limited to incidental, special, consequential or general damages) in connection with or arising out of the supply performance or use of any goods supplied or services performed by APC to or for the customer of any failure to supply goods or to perform any services. APC’s total liability whether arising out of negligence or otherwise shall be as provided in clause 6.
- Force Majeure
If APC is prevented from or delayed in delivering any goods or performing any services for any cause beyond its control it shall be entitled to cancel the contract or the balance of the contract between it and the customer by notice in writing to the customer and the customer shall not have any claim whether in contract, tort or otherwise, for damages against APC in respect of any such cancellation.
- Exclusion of Warranties
No conditions or warranties expressed or implied by law and no representation or statements are binding on APC unless set out in these terms and conditions or unless they cannot by law be excluded from the contract between APC and the customer in which case they are declared to apply without restriction limit or modification notwithstanding anything inconsistent with these conditions.
- Cancellation by APC
In addition to any rights of APC which are implied by the Sale of Goods Act (which shall apply to these terms and conditions) APC shall be entitled to cancel the contract or the balance of the contract between it and the customer in the following events:
11.1 If an order is made for the winding up or sequestration of the customer.
11.2 If the customer is placed in its official management or has a voluntary administrator appointed.
11.3 If a receiver or receiver and manager is appointed to the property or undertaking or any part of the property or undertaking of the customer.
11.4 If a resolution is passed for the winding up of the customer.
- Payment Terms
Standard payment terms are as follows
Account customers are required to pay on a net 30 day basis.
Non account customers are to pay cash prior to dispatch.
The following special cases override these standard terms
12.1 All orders in excess of $20,000 require a minimum payment of 30% upon order placement.
12.2 Orders with delivery dates of 6 weeks or more will require the agreement of a milestone schedule. Milestone 1 will be an upfront payment of a minimum of 30% payable upon order placement.
12.2.1 Milestones are to be subject to net 30 day payments, if no account terms have been arranged payment will be on a cash basis with full payment prior to dispatch.
12.3 Payments may be made by EFT to our bank:
Beneficiary Name: Automation & Process Control Services (Trading as APC Technology)
Account Name: APC Technology
Bank: National Australia Bank (NAB)
Branch: The Parade NORWOOD SA 5067
BSB No: 085 – 483
Account Number: 5666 88764
Swift Code: NATAAU3303S
- Passing of Property and Risk
Where goods are supplied by APC, title shall not pass to the customer until APC has been paid in full for the same. APC’s responsibility and liability for risk loss or damage with respect to any goods supplied passes to the customer on delivery of the goods to the customer or the customer’s agent or to any carrier except where APC expressly acknowledges liability for the risk during transport.
Any goods supplied to the customer pursuant to an official customer purchase order cannot be returned to APC for credit without prior written approval from APC.
- Transport Costs
Transport costs are at the customer’s expense unless previously agreed otherwise (including warranty returns).
Unless otherwise indicated prices do not include GST or other taxes. The customer will be responsible for payment of all taxes (including but not limited to GST, Sales Tax and withholding Tax) in accordance with prevailing Government rulings.
- Technical Advice and Assistance
APC shall not be liable in any circumstances for any technical advice or assistance given or rendered by it to the customer in connection with the supply of goods or of a service save as provided in clause 6 of these terms and conditions.
- Law of South Australia
The agreement between APC and the customer shall be construed and take effect in accordance with and be governed by the laws in force in the State of South Australia and each party submits to the jurisdiction of the court of the State in relation to any dispute arising out of the agreement.
When APC has acknowledged liability for risk during transport of goods any claim for damage occurring during the course of delivery must be made in writing within 5 days from receipt of delivery. If no claim is made during that period any rights which the customer may have had in relation to damaged goods shall be deemed to have been extinguished.
- Correct Disposal of This Product (Waste Electrical & Electronic Equipment) – Europe only
The responsibility for disposal of any product lies solely with the end user.
Ref: AFD 10682 Rev 1.4