Olympus Australia Pty Ltd – Terms and Conditions of Sale

1 General

1.1 Unless Olympus Australia Pty Ltd (ABN 90 078 493 295) (the Company) expressly    agrees in writing to any alterations or other special conditions of sale (Customised Conditions), the Purchaser’s order will be taken to be an order incorporating these terms and conditions (Terms and Conditions) which apply to the whole or any executed part of an order.

1.2 For the avoidance of doubt, if there is any conflict, apparent conflict or ambiguity in or between any of the following, they will be applied in the following descending order of precedence:

1. these Terms and Conditions as amended by Customised Conditions;
2. these Terms and Conditions; and
3. any terms and conditions incorporated into documents of sale including invoices.

1.3 When placing orders, the Purchaser must include its purchase order number.

1.4 The Company reserves the right to refuse at its absolute discretion any order within seven (7) days after the order is received and at any time to refuse to accept or proceed with any order if the creditworthiness of the Purchaser is, in the Company’s opinion, unsatisfactory.

2  Cancellation

No cancellation of an order will be accepted after delivery of the goods or after seven (7) days from the date shown on the Purchaser’s order, except in writing and then only with the prior written consent of the Company.

3  Price

Prices for the goods are as provided in the Company’s current price list, which may be altered from time to time without notice to the Purchaser. Unless the price quoted by the Company is expressly state to be inclusive of any applicable goods and services tax (GST), all goods will be charged at the prices ruling at the date of delivery plus any applicable GST which must be paid to the Company by the Purchaser when payment for the goods is due.

4 Payment Terms

Payment Terms are 30 days net from the end of the month in which the goods are purchased. Payment must be made by cheque or by direct credit to the Company’s nominated bank account (or another method agreed by the Company in writing) but the Company reserves the right to vary the terms of payment and to require payment in cash in full prior to delivery if, at any time, the creditworthiness of the Purchaser is, in the Company’s opinion, unsatisfactory. If the Purchaser has not paid the Company in full by the due date, the Company may, at its option, terminate the contract, seek to recover the goods and resell or dispose of the goods, without prejudice to any claims for damages against the Purchaser. The Company reserves the right to cancel orders or to suspend deliveries of other goods on any overdue account.

Without prejudice to any other rights or remedies of the Company, if any payment is not made by the due date, the Purchaser will be in default and, without limiting any other rights of the Company, the Company may, at its option, require that the Purchaser pay to the Company by way of liquidated damages, interest at a rate of 1.5% per month calculated from the due date for payment until payment is made in full.

5 Description

5.1 Any representation, promise, statement or description by the Company or any employee, agent, dealer or other person or company is expressly excluded and the Purchaser acknowledges that it has relied solely upon its own inspection and skill and judgement and not by reason of any such representation, promise, statement or description.

5.2 All photographs, weights, illustrations, dimensions and any other particulars given in or accompanying a quotation or contained in descriptive literature are approximate only and deviations there from shall not violate the contract or be made the basis of any claim made against the Company.

5.3 Clerical errors are subject to corrections including without limitation, computer or system errors which result in incorrect product codes, description or pricing printed on delivery documentation and invoices.

6 Acceptance and Delivery

6.1 The goods will be delivered to the Purchaser’s nominated delivery address unless the Company agrees otherwise in writing.

6.2 The Company will have the sole and absolute discretion as to the choice of carrier and method of carriage of the goods. Should the Purchaser nominate their own carrier then all costs of delivery including insurance will be at the Purchaser’s account.

6.3 All orders should have a greater value than $300.00. For stock orders of less than $300.00 (exclusive of GST), the Company will charge a delivery fee of $20.00 (exclusive of GST).

6.4 Any time quoted for delivery is an estimate only. The Purchaser is not relieved of any obligation to accept or pay for goods because of any delay in delivery.

6.5 The Company is not liable for any failure to deliver or delay in delivery for any reason including, without limitation:

1. act of God, lightening, fire, flood, explosion;
2. strike, lock-out or other labour difficulty;
3. breakage, accident or other damage to or failure of machinery or equipment, whether of the Company’s or of any person on which the Company is relying, directly or indirectly, to meet the Company’s obligations to the Purchaser;
4. unavailability or shortage of raw materials, labour, power supplies, or transport facilities; or
5. failure or inability to obtain license or the effect of any applicable laws, orders, rules or regulations of any government or competent authority.

6.6 If the Company determines that it is or may be unable to deliver within a reasonable time or at all the contract may be cancelled by the Company. If the contract is cancelled, the Purchaser will have no claim against the Company for any damage, loss, cost or expense.

7 Instalments

The Company reserves the right to deliver by instalments and each instalment will be taken to be sold under a separate contract. Failure of the Company to deliver any instalment will not entitle the Purchaser to cancel the balance of the order.

8 Claims for wrongful delivery

Any claim by the Purchaser for wrongful delivery, damaged goods or goods not fit for sale must be notified to the Company in writing within 14 days of delivery of goods. Any claim which the Purchaser does not notify within that time (time being of the essence) will be taken to have been absolutely waived.

9 Inspection

The Purchaser must notify the Company immediately of any defect in the goods of which it becomes aware after delivery and will take all reasonable steps to mitigate loss (if any) arising as a consequence of the defect.

10 Warranty

1. The Company warrants to repair or replace (at the Company’s option) all goods and their components manufactured by it which the Company, in its discretion, determines are defective in materials or workmanship under normal use and service, up to the expiration of the relevant item’s warranty period. The liability of the Company under this warranty is limited to the repair or replacement of defective goods and components. All other costs, including cartage and installation, must be paid by the Purchaser. While the goods are in custody of the Company for investigation or repair they will be at the risk of the Purchaser and the Company or its employees or agents will not be liable for any damage to the goods. To obtain the benefit of this warranty, the Purchaser must notify the Company in writing immediately on it becoming aware of the alleged defect and before the expiration of the relevant warranty period.
2. Parts and labour for repair or replacement pursuant to Clause 10(a) will be provided by the Company during normal working hours at a place of business of the Company and the Company shall have no liability for the cost of transportation of the goods to such a place of business.
3. All rejected parts or defective parts shall be the property of the Company to dispose of as it sees fit.
4. The Company accepts no responsibility whatsoever for errors in dimensions, quantities, specifications or otherwise where orders for any goods are placed on the Company by the Purchaser otherwise than in writing.

11 Implied terms

All conditions and warranties expressed or implied by statute, the common law, equity, trade, custom or usage or otherwise are expressly excluded to the maximum extent permitted by law.

12 Liability

So far as the law permits, the liability of the Company for a breach of a condition or warranty that cannot be excluded is limited, at the Company’s option, to:

1. the replacement or repair of the goods;
2. the supply of equivalent goods; or
3. the cost of replacing or repairing the goods or of acquiring equivalent goods.

The Purchaser agrees to release, hold harmless and indemnify the Company to the maximum extent permitted by law from and against any liability whatsoever and howsoever arising (including, without limitation, from negligence or wilful misconduct on the part of the Company or others) in connection with the safe of goods by the Company.

13 Indirect loss

So far as the law permits, the Company is not liable in any way for any indirect or consequential loss or loss of profit including, without limitation, any loss by reason of delay, non-delivery, defective or faulty materials or workmanship, negligence or any act or matter or thing done, permitted or omitted by the Company.

14 Title and Risk

Property in, and ownership of, the goods will not pass from the Company to the Purchaser until the Purchaser has paid for them in full. The risk of loss of, or damage, to the goods will pass to the Purchaser on delivery.

15 Return of Goods

It is a condition of the sale of the goods that the Company is not obligated to accept in any case, the return of goods for credit. All claims must be submitted in writing within 14 days of receipt of invoice. The following conditions relating to the return of goods for credit apply to all goods returned for this purpose with the approval of the Company.

15.1 Goods cannot be returned for credit except with the prior issuance of the Company of a Goods Return Authorisation Number. The Goods Return Authorisation Number must be clearly marked on the goods being returned.

15.2 In every case the original invoice number and date must be quoted.

15.3 All returned goods must be in their original saleable packaging and include all accessories, manuals and instructions. Returned goods will all be subject to a count and inspection before credit is passed.

15.4 Return freight and transport charges are the responsibility of the Purchaser unless the Company otherwise agrees in writing.

15.5 Where the goods are returned for reasons other than the fact that they are faulty, damaged or incorrectly delivered, the Company reserves the right to apply a restocking fee of 15% of the sale price of the return goods.

16 Waiver

Failure by the Company to insist on strict performance of any term, warranty or condition of the contract will not be taken as a waiver of it or of any rights the Company may have and no waiver will be taken as a viewer of any subsequent breach of any term, warranty or condition.

17 Governing law

Contracts are governed by and will be construed in accordance with the laws of Victoria.