The definitions which follow form part of and shall apply to these Terms and Conditions and shall be incorporated in any agreement between Hasemer and the customer.
“Hasemer” and “Us” and “the Company” means T.C. Hasemer Pty Ltd trading as Hasemer Materials Handling and any business conducted under any registered business name of which Hasemer is a proprietor.
“Customer” means any natural person or persons, partnership, corporation, joint venture or association (whether or not incorporated) to whom Hasemer provides services pursuant to this agreement and in addition to any purchaser of goods and services which may include any person requesting same to be manufactured or supplied as agent for the ultimate recipient of the goods and services, a consignor or consignee of goods.
“Consignor” means and includes any natural person, partnership, corporation, joint venture or association (whether or not incorporated) which sends goods on behalf of the customer or has a claim, entitlement or interest of any kind in the goods and any person signing a request for authorisation for carriage of goods is deemed to be the authorised agent of the consignor.
“Goods” includes any manufactured or processed item of any description whatsoever, and specifically includes any device, machine, receptacle, container, packing material, pallet or the other item attached to or delivered with the goods.
Services” means anything done or to be done by Hasemer in its capacity as supplier or manufacturer or vendor or servicer including the whole operation by Hasemer.
“Clear Funds” means cash or bank cheque or the receipt of clear funds to Hasemer’s bank account which has been verified by Hasemer’s bank as being clear funds or an order for payment or negotiable instrument which has been approved by Hasemer’s bankers as one upon which Hasemer can immediately draw as cash without further recourse.
These Terms and Conditions (which may be subject to change or variation without notice) apply to all goods submitted to Hasemer for repair or to the supply or manufacture of goods requested of Hasemer and prevail over any conflicting or inconsistent work order, request or condition submitted by the customer and apply to the exclusion of any terms or conditions (whether written, verbal or to be implied) provided by the customer. The giving by the customer of any instructions to supply, manufacture, repair or deliver goods and the acceptance by the customer of delivery of goods (whether in part or whole) and any payment or promise to pay by the customer subsequent to Hasemer’s acceptance of the purchase order request constitutes an unqualified acceptance by the customer of these Terms and Conditions and unless expressly acknowledged by Hasemer in writing no variation to these Conditions will be accepted or bind Hasemer in any manner whatsoever.
Any quotation or tender is open for acceptance by the customer provided such acceptance is communicated in writing to Hasemer within thirty (30) days after the date of the quotation or tender or within such other period of time as Hasemer may agree to in writing. If not accepted in writing by the customer within 30 days the quotation or tender will be deemed to have been withdrawn. Any contract arising from the acceptance by a customer of a quotation or tender is subject to approval by Hasemer (whose decision is final) and any contract arising following approval by Hasemer is subject to these Terms and Conditions.
Invoice prices quoted are for supply of the goods from Hasemer’s premises unless otherwise agreed in writing. Any price quoted does not include any of the following items which (if incurred by Hasemer) will be paid by the customer to Hasemer upon demand and are in addition to the price quoted:-
A certificate in writing by a person duly authorised by Hasemer will be conclusive evidence of any increase in the contract price.
Payment is to be made strictly on delivery of goods unless otherwise agreed in writing between Hasemer and the customer. Hasemer reserves the right to charge a late payment fee of 1% of the amount outstanding for each month or part thereof during which it is overdue until payment has been made in full.
All prices quoted by Hasemer exclude goods and services tax, which the customer will pay to Hasemer in addition to and at the same time as the price of the goods.
In addition to the provisions, if any, in the quotation or tender relating to onsite installation by Hasemer both inside and outside Australia the following provisions apply:-
The customer together with its agents and representatives will indemnify Hasemer and keep Hasemer indemnified against all claims and proceedings arising from injury to persons or damage to property or resulting in loss of profits or economic loss arising from any accident, incident, defective or incomplete works occurring during on site installation at any site whether or not involving any employee, agent or subcontractor of Hasemerto whom this indemnity extends and the provision of goods and services or Hasemer’s promise to provide same (subject to these terms and conditions) will constitute sufficient consideration for the customer, its agents and representatives providing this indemnity and the customer is deemed to have obtained the consent and agreement of its agents and representatives to this provision.
All reasonable efforts will be made by Hasemer to complete supply or manufacture and provide services but in respect of Hasemer’s performance time is not of the essence and the customer agrees and warrants that Hasemer is not liable for any penalty or damages for late manufacture, delivery or failure to provide goods and/or services or any part thereof due to:-
The work will be executed in a proper and workmanlike manner and in accordance with the details, plans and specifications set out in the work order request, quotation or tender except that where such details, plans or specifications are of a type which appear to Hasemer to be inadequate or incorrect, Hasemer may, but is under no obligation to, make minor amendments thereto. Hasemer will not be responsible for any defects or inaccuracies resulting from inadequate or incorrect details, plans or specifications provided by the customer or prepared by a third party on the customers behalf.
Unless expressly agreed in writing all deliveries are from Hasemer’s premises and in the event that the delivery is to take place other than from Hasemer’s premises, Hasemer accepts no responsibility for any loss or damage howsoever arising during the course of loading, transit, unloading and during the course of any installation period.
Delivery times are quoted in good faith and are as accurate as we are able to estimate but are not guaranteed. The period quoted for delivery and completion commences after the receipt by us of the deposit as stipulated in the payment terms and all particulars, specifications, drawings, technical data, approvals or information affecting the execution of the order.
Delivery times quoted may be subject to adjustment due to prior sale of equipment before receipt of order.
With regard to items quoted that are not of our manufacture, the delivery times indicated are based on the manufacturer’s promised delivery to Hasemer or upon our estimate of delivery time. Hasemer will not accept liability for penalties or damages (either direct or indirect) for failure to deliver within the time, or by the dates quoted, unless expressly agree otherwise in writing. Notwithstanding the fact that we do so agree, in no event will Hasemer be liable for any delay or failure in delivery if any act, matter or event beyond our control that causes such delay or failure.
The customer agrees that it has not relied on any inducement, representation or statement made by or on behalf of Hasemer, its employees or agents in respect of the goods or services supplied by Hasemer. Notwithstanding any other provision of these Terms and Conditions, Hasemer is not liable for any claim for defective goods or services, or for any loss or damage to property (whether to property belonging to the client or another) or for death or personal injury (whether sustained by personnel of the client, a member of the public or another) caused or contributed to by any act or omission (negligent or otherwise) by Hasemer, its employees or agents. To the extent that any such liability cannot lawfully be wholly excluded, the liability of Hasemer is limited to supplying the relevant goods or services again or (at Hasemer’s option) paying the cost of replacing the relevant goods or supplying the relevant services again. The client will indemnify Hasemer and save Hasemer harmless in respect of all claims of liability of the kinds mentioned above brought against Hasemer or any Hasemer employee or agent.
Hasemer gives no undertaking or warranty that its specifications are exact and final and the customer acknowledges that variations may occur from time to time in the course of concept design, improvement, product development, implementation and manufacture which may result in a change from any initial or concept design in the ultimate construction of the goods. All plans, drawings, specifications, technical information, testing procedure, test results, data and the like is confidential and the sole property of Hasemer and may not be disclosed, reproduced or communicated to any person or used in a manner inconsistent with Hasemer’s rights of ownership, use or licence and commercial interests generally unless prior written authority is provided by a duly authorised officer of Hasemer.
These terms and conditions are in all respects governed by and construed in accordance with the Laws in force in the State of NSW and the parties to these terms and conditions submit to the non-exclusive jurisdiction of the Courts of the State of NSW in respect of any dispute whatsoever arising out of these terms and conditions.
