Terms and Conditions of Sale

Governing Terms and Conditions

Buyers are notified that any Purchase Order terms and conditions shall be expressly set aside and disregarded in favour of these terms and conditions. These are the only terms and conditions which are binding upon AHS with the exception of those otherwise agreed in writing by AHS or which are imposed by a statute and which cannot be excluded. Any direction by the Buyer either verbal or written to procure goods or services from AHS will be deemed as acceptance by the Buyer of these terms and conditions, despite any provisions to the contrary in the direction or any purchase order issued by the Buyer. The United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980) known as the Vienna Sales Convention does not apply to the contract of sale comprised by these terms and conditions nor do any of the terms and conditions express or implied by the Vienna Sales Convention form any part of the contract of sale.

Ownership and Risk

All items remain the property of AHS physically and in title until paid for in full. AHS maintains a lien over all items until paid for in full. Goods supplied by AHS to the Buyer shall be at the Buyer’s risk immediately upon delivery to the Buyer, into the Buyer’s custody or at the Buyer’s direction (whichever happens first). The Buyer is advised to insure the goods from the time of that delivery at its cost against such risks as it thinks appropriate. The Buyer irrevocably authorises AHS or its agent at any time to enter onto any premises of the Buyer upon which if the Buyer has breached the terms and conditions of payment to reclaim the goods.

Commerical Warranty

Unless otherwise agreed in writing and subject to the provisions below and herein, all hardware, tools, equipment and services provided by AHS is warranted as fit for purpose for a period of 60 days from the date of sale (invoice date). All warranty is offered on a return to base basis. AHS is not responsible for freight, transport or insurance for warranty claims. Warranty shall extend for a maximum of 30 days for any electrical motor, control component, air valves, moving parts or wearing part. No warranty is given for corrosion, UV or Solar exposure, or rough handling or lack of maintenance.

Payment

Payment for goods delivered and accepted is due within 30 calendar days from the date of invoice, unless other payment arrangements are mutually agreed in writing. If the Buyer fails to make payment in accordance with this clause, all amounts owing by the Buyer to AHS on any account shall immediately become due and payable. AHS reserves the right to charge a late payment fee against outstanding accounts equal to 2% above the overdraft rate as charged by the National Australia Bank, calculated daily, plus a $40 per month administration fee.

Returns

With prior arrangement AHS may accept returned goods. All returns must be in original undamaged and unused condition and undamaged packaging. A 20% restocking fee will apply to all returned goods. Items returned in damaged packaging may incur a repacking fee.

Inspection and Acceptance

The Buyer shall inspect all goods upon delivery or by arrangement at AHS prior to delivery, and shall within 48 hours of delivery give notice to AHS of any matter or thing by which the Buyer considers the goods are not in accordance with the Buyer’s order. Failing such notice, subject to any non-excludable condition implied by law, such as those in the Trade Practices Act 1974 (Cth), the goods shall be deemed to have been delivered to and accepted by the Buyer. No late claims shall be accepted by AHS.

Quotations

Unless previously withdrawn, a quotation is valid for 30 days or such other period as stated in it. A quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship shall arise from it until the Buyer’s order has been accepted in writing by AHS. AHS shall not be bound by any conditions attaching to the Buyer’s order or acceptance of a Quotation and, unless such conditions are expressly accepted by AHS in writing, the Buyer acknowledges that such conditions are expressly negatived. Every Quotation is subject to and conditional upon obtaining any necessary import, export or other licence, availability of sub-supplies, and a +/- 10% currency rise and fall provision for internationally sourced items.

Deposits

All deposits against tooling and equipment are non-refundable. Deposits will only be refunded where orders are cancelled or modified prior to any work being performed against that order, work shall include design, fabrication, development, purchasing or similar activities.

Delivery

Unless items are “ex stock” customers are reminded that delays sometimes may occur and must be taken into consideration. Whilst AHS will strive to meet delivery timing and dates no guarantee or promise is given. Specialist tooling and custom equipment often encounters delays due to a variety of reasons such as design issues, trades shortages, funding, transport, component shortages which AHS will strive to mitigate but cannot be held responsible. Time is not the essence of any contract under these terms and conditions. AHS reserves the right to suspend or discontinue the supply of goods to the Buyer without being obliged to give any reason for its action. The United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980) known as the Vienna Sales Convention does not apply to the contract comprised by these terms and conditions nor do any of the terms and conditions express or implied by the Vienna Sales Convention form any part of the contract.

Force Majeure

If the performance or observance of any obligations of AHS is prevented, restricted or affected by reason of a force majeure event including strike, lock out, funding, industrial dispute, raw material shortage, breakdown of plant, transport or equipment or any other cause beyond the reasonable control of AHS, AHS may, in its absolute discretion give notice of that cause to the Buyer. On delivery of that notice AHS is excused from such performance or observance to the extent of the relevant prevention, restriction or effect.

Buyers Cancellation

Unless otherwise agreed in writing, the Buyer shall have no right to cancel an order which has been accepted by AHS. If a right of cancellation is expressly reserved to the Buyer and agreed in writing with AHS, such right of cancellation must be exercised by notice in writing from the Buyer to AHS with which the order has been placed not later than 45 days prior to the estimated date of shipment. Unless otherwise agreed in writing, upon cancellation prior to shipment any deposit paid by the Buyer shall be forfeited to AHS. Despite the cancellation of any order for any reason, the Buyer acknowledges that he/she must still purchase from AHS any goods ordered by AHS which constitute Exclusive Goods (whether in store, in transit or being manufactured) which were procured or ordered by AHS in good faith before such cancellation. The full value of tooling and design/development shall be payable upon any cancellation, irrespective of the stage of build or development.

Governing Law

These terms and conditions and any contract including them shall be governed by and construed in accordance with the laws of the State of Victoria, Australia and the Buyer and AHS submit to the non-exclusive jurisdiction of the Courts of Victoria.

Ref/Revision: POL.GRP.09.07-B
1 December, 2007
AM