TERMS AND CONDITIONS OF SALE

1. DELIVERY
(a) All quoted delivery dates are estimates only. Darley is not obliged to meet such dates and will not be liable to the Purchaser for any delays whatsoever.
(b) The Goods will be deemed to have been delivered by Darley when the Goods are made available to the Purchaser for collection at the Point of Delivery
(Delivery). The Purchaser will be responsible for any unloading or loading of the Goods, unless otherwise agreed by Darley in writing.
(c) If the Purchaser does not collect the Goods at the Point of Delivery on the delivery day, Darley may (at its option and without limiting its other rights and
remedies) store the Goods at its premises or elsewhere and the Purchaser must pay or reimburse all costs and expenses of the return, storage, insurance,
demurrage, handling and other charges. Notwithstanding that the Purchaser does not collect the Goods, Delivery will be deemed to have occurred.
(d) Darley may, in its absolute discretion, deliver the Goods by instalments and issue interim invoices to the Purchaser.

2. QUOTATIONS AND ORDERS
(a) Prices given in any quotation by Darley are applicable to that quotation only. A quotation from Darley is not an offer to sell.
(b) Orders for Goods must be in writing and a full description of the Goods, Purchaser ’ s full name and any other information required by Darley.
Orders may be accepted or rejected by Darley in its sole discretion.
(c) Orders will only be binding upon Darley’ s written acceptance of the Order. The Customer agrees to bound by this Agreement. This Agreement
contains the entire understanding between the parties and takes precedence over any other representations, agreements, arrangements or
understandings relating to the Goods and any matters in connection with the Goods.
(d) Notwithstanding any statement by the Purchaser in its Order or elsewhere that its terms and conditions prevail over this Agreement, any terms or
conditions submitted by the Purchaser inconsistent with this Agreement will not be binding on Darley.

3. PAYMENT
(a) The Purchaser must pay the Price in full to Darley before Delivery or, where Commercial Credit Terms have been approved by Darley, the Purchaser
must pay the Price in accordance with the Commercial Credit Terms.Any amounts that exceed the Purchaser ’ s approved credit limit will be payable
immediately upon demand.
(b) Without limiting any other provision of this Agreement, if the Purchaser fails to pay any instalment, or any other amount when due, Darley is entitled
to withhold or delay delivery of any remaining Goods ordered.
(c) A copy of Darley ’ s price list for the Goods is available on request (all prices are exclusive of GST unless otherwise stated). All prices on Darley ’ s price
list are subject to alteration without notice.
(d) The Price does not include delivery charges, packaging, freight, costs and charges of third party suppliers, insurance or any statutory, sales, excise, or
other taxes, duties or imposts, all of which may be added to the Price or otherwise will be paid by the Purchaser or reimbursed by the Purchaser to
Darley, as Darley may elect.
(e) The Purchaser must not set off any money owing or alleged to be owing by Darley against money due by the Purchaser to Darley.
(f) If Purchaser fails to pay money by the due date for payment, without prejudice to any other rights which it may have against the Purchaser, Darley
may require the Purchaser to pay on demand interest at 90 day bank bill rates calculated from the due date on daily balances of amounts unpaid.

4. CANCELLATION OF ORDERS
The Purchaser cannot cancel or alter an Order without Darley’ s prior written consent. If Darley agrees to cancel or alter the Order, the Purchaser
must indemnify Darley against any loss, damage or expense incurred by Darley in relation to the cancellation or alteration, including the cost
of return freight, items purchased from third parties for inclusion in the Goods and all labour costs incurred by Darley in the execution or part
execution of the Goods (including compensation pay able to any of Darley ’ s suppliers and loss of profit).

5. RETURN OF GOODS
(a) The Purchaser is deemed to have accepted the Goods unless it provides full particulars of its claim to Darley in writing within 7 days of receipt of
those Goods. Darley is entitled to dispute any such claim.
(b) The Purchaser will be entitled to a credit for faulty or damaged Goods if:
(i) the Goods are returned to Darley ’s premises within 14 days of Darley ’ s acknowledgement that the Goods are faulty or damaged;
(ii) the Goods are returned in an unsoiled and re-saleable condition (as determined by Darley in its discretion).
(c) The Purchaser will not be entitled to any credit or to return any Goods made to order for the Purchaser.
(d) The return of the Goods shall be borne by the Purchaser, unless delivered as the result of an administrative error by Darley, in which case Darley will
bear the cost of the return. Goods returned to Darley will incur a re-stocking fee of 25% of the invoiced value of the Goods
(e) Other than as above, all other claims for credit must be made in writing to Darley within 7 days of receipt of those Goods.

6. TITLE AND RISK
(a) Title to the Goods remain with Darley until all monies owing by the Purchaser to Darley have been paid in full (whether such monies are payable
under a specific contract or on any other account).
(b) Until such time as the Purchaser has paid all monies owing to Darley in full, the Purchaser must:
(i) Store the Goods separately and mark them so that they are clearly and easily identifiable as Darley ’ s property and, at Darley ’s request, inform
Darley of the location of the Goods;
(ii) Hold the Goods as bailee for Darley, subject to the Purchaser ’ s right to deal with the Goods in the ordinary course of the Purchaser ’ s business
(Bailment);
(iii) Indemnify Darley against any claim arising out of the possession, use or disposal of the Goods by the Purchaser or repossession or attempted
repossession by Darley.
(c) The risk in the Goods passes to the Purchaser at the time of Delivery.
(d) If the Purchaser sells the Goods before payment in full to Darley, or uses the Goods in a manufacturing or construction process of its own or some
third party, the Purchaser holds the proceeds on trust for Darley in respect of those Goods, and must keep such proceeds in a separate account until
the liability to Darley is discharged and must immediately pay that amount to Darley.

7. LIMITATION OF LIABILITY
(a) Darley makes no warranties or representations to the Purchaser, and all warranties implied by law (other than those implied by Part V of the Trade
Practices Act) are expressly excluded.
(b) Darley warrants the Goods to be free from defects in workmanship and materials under normal use and service for a period of 1 calendar year from
the Delivery (Warranty Period). This warranty does not cover costs of recovery of the Goods from the site or damage, failure, fault or malfunction due
to external causes including accident, misuse, abuse, abrasion, corrosion, incorrect installation, failure to perform required preventative maintenance
or normal wear and tear.
(c) To the extent permitted by law, the Purchaser ’ s sole remedy with respect to breach of warranties during the Warranty Period will be to repair or
replace (as Darley may elect) any such defective Goods at Darley ’ s expense. The replacement or repaired Goods will be covered by the unexpired
portion of the Warranty Period in respect of the original Goods or for a period of 90 days, whichever is the greater.
(d) Where equipment forming part of the Goods is not manufactured by Darley, the original manufacturer ’ s warranty will apply. Darley ’ s liability for
such equipment shall not exceed the liability of the manufacturer.
(e) The liability of Darley for a breach of any condition or warranty implied by law in respect of Goods that are not ordinarily acquired for personal,
domestic or household use or consumption, is limited at Darley’s option to repair the Goods or supply replacement Goods.
(f) Darley ’ s liability under this Agreement will be reduced by to the extent caused by the Purchaser ’ s acts or omissions.
(g) The Purchaser acknowledges and agrees that, to the extent permitted by law, Darley has no liability in contract, tort (including negligence or
breach of statutory duty), by statute or otherwise for loss or damage (whether direct or indirect) of profits, opportunity, revenue, goodwill, bargain,
production, contracts, business or for any indirect, special or consequential loss or damage whatsoever.
(h) Darley ’ s total liability under any contract and this Agreement shall not exceed the total dollar amount of the Goods purchased by the Purchaser
under each contract.

8. INTELLECTUAL PROPERTY
(a) The Purchaser acknowledges that all Intellectual Property and all right, title and interest therein are the sole property of or licensed by Darley and
the Purchaser will gain no right, title or interest in the Intellectual Property whatsoever. The Purchaser specifically acknowledges Darley ’ s exclusive
rights to ownership of any modification, translation or adaptation of the Intellectual Property and any other improvement or development based
thereon, whether developed, supplied, installed or paid for by or on behalf of the Purchaser or any buyer of the Purchaser or otherwise.
(b) The Purchaser must not and must not permit any person reasonably within its control nor procure any person to modify, copy, clone or reverse
engineer the Goods, or copy, modify or decompile any of Darley ’ s documentation relating to the Goods.

9. TERMINATION
If:
(a) a payment is not made in accordance with the Agreement;
(b) Purchaser commits any other breach of the Agreement;
(c) Purchaser becomes bankrupt, has an administrator, a receiver or a receiver and manager appointed, goes into liquidation (whether voluntarily or
otherwise), or is wound up, dissolved or declared insolvent, then Darley may at any time, without notice to the Purchaser and without prejudice to
any other rights that it may have against the Purchaser;
(d) Terminate the Agreement and the Bailment;
(e) Suspend some or all its obligations to the Purchaser under the Agreement; and/or
(f) Enter upon any premises owned or occupied by the Purchaser where Darley reasonably believes the Goods may be stored and repossess the Goods
without being liable for any damages caused.

10. MISCELLANEOUS
(a) Nothing Darley fails to do, or delays in doing, under this Agreement will amount to a waiver of its right to do it. Darley must agree in writing to any
waiver.
(b) If any clause or part of a clause is illegal, unenforceable or invalid, that clause or part is to be treated as severed from the Agreement, but the rest of
this Agreement is not affected.
(c) Darley shall not be liable for any failure to fulfil or any delay in fulfilling any obligation arising under the Agreement if the failure or delay has been
caused directly or indirectly by any act of God, war or other civil commotion, strikes, lockouts, stoppages and restraints of labour, breakdown of
machinery, inability to obtain raw materials or fuel, fire or explosion, any government action or any other cause beyond Darley ’ s reasonable control
and not as a consequence of Darley’s negligence.
(d) Any notice to be given to a party under the Agreement must be in writing and must be sent by post or facsimile to the address of that party shown in
the quotation. Order or order acceptance. Notice is deemed to have been given at the time it would have been received in the normal course of post
if sent by post, or if otherwise given at the time it was actually received.
(e) The Agreement is governed by and must be interpreted in accordance with the laws of the State or Territory where Darley supplies the Goods and
the Goods are delivered. Where there are multiple places of supply and/or delivery, Darley may elect the State or Territory in Australia that shall
have jurisdiction over the Agreement. The Purchaser unconditionally submits to the non-exclusive jurisdiction of the courts of the State or Territory
determined in accordance with this clause.
(f) Where there is more than one Purchaser then the liability of each will be joint and several.
(g) The rights and remedies provided in the Agreement will not affect any other rights or remedies available to Darley.
(h) The Purchaser must not assign this Agreement without Darley ’ s prior written consent.

11. GENERAL
Unless the context otherwise requires:
Agreement means the agreement between Darley and the Purchaser for the supply of Goods constituted by these Terms and Conditions of Sale and
Special Conditions, Darley ’ s quotation and the Commercial Credit Terms, if any;
Commercial Credit Terms means the credit terms available to the Purchaser pursuant to an application by the Purchaser for the provision of Goods on
credit pursuant to Darley ’ s standard Application for Commercial Credit Account form and approved in writing by Darley;
Darley means Darley Aluminium Trading Pty Limited ABN 14 076 364 657;
Goods means the goods to be supplied by Darley and purchased by the Purchaser pursuant to this Agreement;
Intellectual Property means any and all information and intellectual property relating to the Goods or the installation or operation of the Goods including
but not limited to patents, designs, drawings, instruction booklets, specifications, circuit drawings, component, trade secrets, trade marks and copyright
in such information and intellectual property;
Order means the written Order from the Purchaser to Darley for the supply of the Goods;
Point of Delivery means the point of delivery of the Goods specified in the Order or agreed by the parties;
Price means the price for the Goods appearing in Darley ’ s price list for the Goods as at the date of acceptance of the Order or otherwise agreed in
writing;
Purchaser means the party to whom Darley has agreed to supply Goods pursuant to this Agreement;

Special Conditions means any additions or alterations to these Terms and Conditions in writing, signed by the parties and attached as Special Conditions.

Special Conditions-Toolage
(a) Not with standing that the Purchaser may have paid or contributed to the cost of development and manufacture of any toolage (dies), all toolage
manufactured or obtained by Darley will remain the property of Darley and be retained in its possession, unless otherwise agreed.
(b) If the Purchaser has not for a period of twenty four (24) consecutive months, purchased any goods from the manufactured toolage (die), Darley
without reference to the Purchaser may, at its discretion, invoice the Purchaser for the development and manufacturing cost and dispose of such
toolage or release such toolage for general use.

Design Change
Darley reserves the right to modify design and/or specifications without notice.

Disclaimer
Whilst every effort has been made to ensure the information in this catalogue is accurate at the time of publication, Darley recommends that you consult
customer services prior to placing an order to ascertain current information on specific products. Darley will not be liable for any injury, loss or damage
whatsoever, arising from any errors or omissions in the information contained in the catalogue or arising from the use or application of the information
contained herein.
This catalogue does not constitute an offer for the sale of any particular product.

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