1. Terms and Conflicting Forms.
These terms and conditions supersede any contrary provisions presented in any written form or otherwise by the buyer ("Buyer") of the goods ("the Goods") and may not be changed in any manner other than by a writing signed by an authorised representative of Adaptive Components Pty Ltd ("Adaptive Components").
2. Price and Payment. Except as otherwise provided in the Form, all prices for all Goods are F.O.B.. Adaptive Components' facility are payable in full within 30 days after shipment. Prices are subject to change by Adaptive Components' discretion in the event of any changes in Buyers specifications; delivery or other requirements approved by Adaptive Components under Paragraph 5. At any time before 10 days prior to shipment, Adaptive Components may notify Buyer of price increases that Adaptive Components considers necessary or appropriate because of increases in costs, Buyer may accept the increased prices or terminate the order subject to the increased prices. If within 10 days after giving notice of increased prices, Adaptive Components' does not receive from Buyer notice of termination, Buyer shall be deemed to have accepted the increases.
3. Taxes. Prices do not include taxes, and Buyers shall be responsible and shall pay when due all taxes or other governmental fees or levies imposed on or in connection with the transactions described, except for taxes imposed on and measured by Adaptive Components' net income.
4. Delivery. Except as otherwise provided in the Form, Goods shall be packed with standard commercial packing and delivered by a carrier selected by Buyer, and Adaptive Components' shall have no liability to Buyer for any matter arising out of or relating to the use of standard commercial packing or the acts or omissions of a reputable carrier. Delivery dates and schedules are good faith estimates only, and Adaptive Components' shall not be liable or responsible for failure to meet specific delivery, shipment or related dates.
5. Changes and Cancellations. No changes in the terms set forth or in specifications or other matters relating to the Goods or the transactions shall be binding on Adaptive Components', without Adaptive Components' prior written consent. Any cancellation by Buyer of all or any portion of an order shall be subject to cancellation charges, not in excess of the aggregate price on the Form, determined by Adaptive Components' on the basis of special materials, part in process, special tools relating to the canceled order and other costs or expenses reasonably relating to the cancellation.
6. Title and Security Interest. A. Title and the full risk of loss or damage to the Goods shall pass to Buyers upon the placement of the Goods with a carrier for shipment. Buyer shall not obtain ownership of or title to dies, tools or similar items, even if the terms require that Buyer pay a price for such items; provided that, upon Buyer's written request, Adaptive Components' will in good faith negotiate for the sale of any or all of such items to Buyers for an additional price, except that neither Adaptive Components' nor Buyer is required to agree to any such sale for any price.B. Until Adaptive Components' receives payment in full for the Goods, Adaptive Components' shall retain a purchase money security interest in the Goods and Adaptive Components' may (and, Buyer appoints Adaptive Components' its Attorney-in-fact to) file financing statements or other documents or instruments to perfect such security interest. With respect to the security interest, Adaptive Components' shall have all the rights and remedies of a secured party under the Uniform Commercial Code and any other applicable law, and the parties agree that 10 days advance notice is sufficient and commercially reasonable for any foreclosure, sale or disposition or other action with respect to the Goods.
7. Warranty and Disclaimer .A. Adaptive Components' warrants that the Goods, when used in a reasonable manner in the ordinary course, will be free from defects of material or workmanship for a period of one year after shipment. Adaptive Components' sole and exclusive responsibility under this warranty shall be, at its own expense, to repair or replace any defective Goods returned to Adaptive Components' by Buyer at Adaptive Components' facility, or such other places as Adaptive Components' may direct, with Buyer to bear all transportation and shipping costs.B. The warranty in Subparagraph A does not apply to any defects or damage caused in shipment or by the negligence or other misconduct of Buyer or any of its agents, employees, or contractors, or caused by, or arising from Buyer's specifications or special instructions or directions. Adaptive Components' shall have no responsibility for any claim by Buyer under the warranty in Subparagraph A unless Buyer notifies Adaptive Components' of the claim within one week after discovering the defect and in any event within one year after shipment.C. EXCEPT AS EXPRESSLY PROVIDED IN SUBPARAGRAPH A, ADAPTIVECOMPONENTS' MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE GOODS. ALL EXPRESS OR IMPLIED WARRANTIES NOT EXPRESSLY STATED IN SUBPARAGRAPH A., INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.
9. Limitation of Liability. Adaptive Components' sole and exclusive liability to Buyer (except for liability for patent infringement to the extent provided in Paragraph 8) for any matter arising our of or relating to the Goods or the transactions subject to these Terms and Conditions, whether in contract, tort (including negligence) or otherwise shall be general money damages in the aggregate not in excess of the lesser of Buyer's actual direct damages or the amount actually paid by Buyer to Adaptive Components' for the Goods. IN NO EVENT SHALL ADAPTIVE COMPONENTS' BE LIABLE TO BUYER FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND OR AMOUNT, EVEN IF ADAPTIVE COMPONENTS' WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
10. Compliance with Laws. It is the intention of the parties that the transactions covered by these Terms and Conditions with respect to such transactions be in conformance with all applicable laws, regulations, executive orders and other mandatory governmental standards, and conditions. Australian law shall govern the validity, construction, interpretation and effect of these terms and conditions and all transactions or agreements in any manner relating to the goods or other matters.
11. Force Majeure. .Adaptive Components' shall not be responsible or liable for delays in manufacture, shipping or delivery or other elements of performance because of causes beyond its reasonable control. In the event of any such delay, the period of Adaptive Components' performance shall be extended, without liability or penalty, for the period of the delay.
12. Entire agreement and Assignments. The terms on the Form and these Terms constitute the entire agreement between Adaptive Components' and Buyer with respect to the transactions described on the Form and may not be amended or modified in any manner other than by a written agreement to be executed by the party to be charged. The rights and obligations under the terms on the Front and these Terms shall be binding on the respective parties and their successors and assigns, except that Buyer may not assign or transfer any such rights or obligations without Adaptive Components' prior written consent.
Rev. of 17/7/07
Payment Options - Adaptive Components accepts payment for goods via
Cheque - prior approval required
Credit Card* - Visa / Mastercard
*2.5% Merchant fee applies
Goods will not be shipped until payment has been received and cleared.