Ampd | Terms & Conditions
1. In these terms and conditions:
‘Confidential Information’ means information that (i) is by its nature confidential; (ii) is designated by the Supplier to be confidential; or (iii) the Customer knows or ought to know is confidential, relating to the Goods or the Supplier’s business which is not in the public domain, including trade secrets, know-how, scientific, technical, product, market or pricing information.
‘Contract’ means a contract between the Supplier and the Customer for the supply of Goods and/or Services.
‘Customer’ means the person, firm, organisation, partnership, corporation, trustee of a trust or other entity (including its executors, administrators, successors and permitted assigns) to whom Goods and/or Services are provided by the Supplier.
‘Goods’ means all goods supplied by the Supplier to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined) and as are described on the invoices, quotation, or any other forms as provided by the Supplier to the Customer.
‘Intellectual Property Rights’ means all intellectual property rights throughout the world, whether present or future, including rights in relation to copyright, trade secrets, know how, trade marks (whether registered or unregistered or whether in word or logo/device form), designs, patents and patentable inventions, including the right to apply for registration of any such rights.
‘Order’ means a written order from the Customer requesting the supply of Goods and/or Services.
‘PPSA’ means the Personal Property Securities Act 2009 (Cth).
‘PPSR’ means the Personal Property Securities Register.
‘Price’ means the Price payable for the Goods and/or the Services as determined in accordance with clause 2.
‘Services’ means all services supplied by the Supplier to the Customer, including, without limitation, maintenance, testing, and repair services, and services for the installation, modification and alteration of the Goods (and where the context so permits shall include any supply of Goods as described above).
‘Supplier’ means AMPD Group Pty Ltd ACN 631 972 015 and its Related Bodies Corporate (as that term is defined in the Corporations Act 2001).
‘Supplier IP’ means all Intellectual Property Rights in and in relation to:
(a) Confidential Information;
(b) all documents, reports, computer programs, software, manuals, patents and patentable inventions relating to the Goods; and
‘Works’ means all literary, artistic and other works, including all physical works, production materials and subject matter created solely or jointly with others, by the Supplier in the course of or in relation to this agreement in which Intellectual Property Rights may subsist and all drafts, variations, alterations and adaptations of such works or subject matter (whether currently existing or created in the future).
Price and Payment terms
2. At the Supplier’s sole discretion, the Price shall be either:
(a) as indicated on the Supplier’s then current price list (as amended from time to time);
(b) as indicated on invoices provided by the Supplier to the Customer in respect of Goods and/or Services; or
(c) the Supplier’s quoted price (subject to clauses 9 and 13 to 15) which shall be binding on the Supplier provided the Customer accepts the quotation in writing within the period specified in clause 9.
3. Subject to clause 4, the terms of payment are strictly fourteen (14) days from the date of invoice (or such other period as nominated by the Supplier herein). The Supplier may, at any time, vary the terms of payment in accordance with these terms and conditions.
4. Where the Customer does not have an approved commercial credit account with the Supplier, payment of the Price shall be due on or before delivery of the Goods and/or Services (or such other period as nominated by the Supplier from time to time).
5. The Customer must check all invoices and advise the Supplier of any errors or omissions within seven (7) days of receipt. Failing advice from the Customer that the invoice contains any errors or omissions, the invoice may be deemed accepted by the Supplier.
6. Should the Customer not pay for the Goods and/or Services supplied by the Supplier in accordance with the terms and conditions provided herein, or as agreed in writing by the Supplier and Customer from time to time, after issuing a written demand to the Customer demanding payment within fourteen (14) days, the Supplier will be entitled to charge an administration fee of ten (10) percent of the amount outstanding in respect of the Goods and/or Services.
7. The Customer acknowledges that the Supplier shall be at liberty to:
(a) charge a surcharge for credit card transactions equal to the Supplier’s average costs of acceptance; and
(b) charge the Customer a reasonable fee to produce and issue duplicate invoices, statements and other documents that may be requested by the Customer from time to time.
Purpose of Credit
8. The Customer acknowledges and agrees that any credit to be provided to the Customer by the Supplier is to be applied wholly or predominantly for business purposes.
Formation of Contract
- Quotations are exclusive of GST and shall remain valid for a period of fourteen (14) days from the date of quotation, unless otherwise specified in writing. The Supplier, in its sole discretion, reserves the right to withdraw, vary or extend any quotation at any time prior to the formation of a Contract in accordance with clause 10.
- Quotations made by the Supplier are considered to be estimates only and will not be construed as an offer or obligation to supply in accordance with the quotation. The Supplier reserves the right to accept or reject, at its discretion, any Order. Only written acceptance by the Supplier of an offer will complete a Contract.
- Placement of an Order, either verbally or in writing, will constitute acceptance of these terms and conditions.
- At the Supplier’s sole discretion, a deposit may be required. The deposit amount or percentage of the Price due will be stipulated at the time of the Order of the Goods and/or Services and shall immediately become due and payable upon the formation of a Contract in accordance with clause 10. For the purposes of clarity, where a deposit is requested, the Supplier is under no obligation to supply Goods and/ Services until the deposit has been received by the Supplier in cleared funds.
- Where the Customer requests or directs that any Goods and/or Services be supplied that are not strictly in accordance with the quotation or Order, then such Goods and/or Services shall constitute a variation, unless otherwise agreed between the parties.
- The Customer understands and agrees that:
(a) all variations must be agreed between the parties in writing prior to the Goods and/or Services being supplied; and
(b) all variations shall be, at the Supplier’s discretion, invoiced at the rate(s) specified in the quotation, as specifically quoted, or in accordance with the Supplier’s current prevailing rates (as amended from time to time).
- Notwithstanding clauses 13 and 14, and subject to any rights the Customer might have under any relevant legislation, the Supplier reserves the right to vary the quoted price if:
(a) there is any movement in the cost of supplying the Goods and/or Services specified in the Order (including, without limitation, any actual increase in the costs to the Supplier in procuring or transporting the Goods, actual increases in labour in connection with the supply of the Goods and/or Services, currency fluctuations and availability of the Goods);
(b) the Goods and/or Services specified in the Order are varied from the Goods and/or Services specified in the Supplier’s quotation; or
(c) otherwise as provided for in these terms and conditions.
Cancellation of Orders
- Unless otherwise agreed in writing between the parties, the Customer may not cancel an Order (or any part of an Order), delivery of the Goods cannot be deferred and Goods ordered cannot be returned except with the prior written consent of the Supplier and then (subject to clause 40(b)) only upon terms that the Customer reimburse and indemnify the Supplier against all losses it has incurred or may incur as a result of the cancellation, deferral or return, including, without limitation, cartage, bank charges, other incidental expenses incurred on any part of the Order and loss of profits.
- Notwithstanding any other rights the Supplier may have under this agreement, the Supplier may, in its sole discretion, cancel any Order or delivery of any Order, by providing written notice to the Customer, if the Customer:
(a) defaults in payment of any invoice by the due date;
(b) enters into liquidation or, in where the Customer is an individual, becomes bankrupt; or
(c) breaches an essential term of this agreement.