Standard Terms & Conditions of Sale
The following terms and conditions are an integral part of each Purchase Document and any other purchase-related documents (the “Purchase Documents.”) These terms and conditions are incorporated by reference without exception into such Purchase Documents.
THE TERMS AND CONDITIONS CONTAINED HEREIN SHALL SUPERSEDE ANY CONTRARY OR INCONSISTENT PROVISIONS, TERMS AND CONDITIONS CONTAINED ON ANY CONFIRMATION OR PURCHASE DOCUMENT, OR OTHER WRITING THE PURCHASER MAY TENDER BEFORE, AFTER OR WITH EXECUTED COPIES OF THE PURCHASE DOCUMENTS. THE RIGHTS OF THE PARTIES SHALL BE GOVERNED EXCLUSIVELY BY THE PROVISIONS, TERMS AND CONDITIONS OF THE PURCHASE DOCUMENTS AND THESE MASTER TERMS AND CONDITIONS.
1. PURCHASE DOCUMENTS AND ENTIRE AGREEMENT.
Purchase Documents and any mutually-approved related attachments shall always include these “Master Terms and Conditions” and shall, in conjunction with such Purchase Documents, constitute the complete agreement, full understanding and exclusive statement of the terms of purchase and sale entered into between Purchaser and AAT associated with Product and services sold by AAT to Purchaser (“Product.”) No other documents, including Purchaser’s proposal, orders, Purchase Documents, bid, quotation and/or acknowledgement forms (including offers or counteroffers) and no conditions, understanding or agreement purporting to modify or vary the terms of any Purchase Documents shall be binding unless set forth in writing and signed by both AAT and Purchaser. In the event of inconsistent terms and conditions, the terms of the attached Purchase Documents setting forth further, specific terms as to the sale of Product and expressly accepted by AAT shall supersede those set forth within these Standard Terms and Conditions.
For example, orders submitted on Purchaser’s own proposal, purchase orders or offer forms modifying or adding other terms which are contrary to or inconsistent with these Master Terms and Conditions do not bind AAT and are of no force or effect. Further, in no event shall AAT be deemed to have in any way changed, enlarged or modified its liabilities or obligations as fixed by these Master Terms and Conditions including, without limitation, situations in which AAT satisfies an order based upon Purchaser’s own documents.
Purchaser shall have been deemed to agree to these Master Terms and Conditions upon the earlier of acceptance of AAT’s quotation/offer, acceptance of delivery of the Product or services or the issuance of any written document by AAT.
2. PRICES AND OFFERS.
No quotation provided by AAT to Purchaser shall constitute an offer to sell Product to the Purchaser. Any quotation made or given by AAT may be withdrawn at any time prior to the acceptance by the Purchaser of any order. AAT reserves the right to revise quoted prices of work in process due to any changes to an order proposed by Purchaser and accepted by AAT. Provided, however, AAT shall not be required to accept any proposed changes once and has accepted the Purchase Documents.
Until acceptance of a Purchase Document is acknowledged in writing by AAT, all prices quoted are subject to change. The price of the Purchaser requested Product and services shall be the price invoiced/charged by AAT effective on the date of the formal acceptance of the Purchaser’s written order. Unless already included in the price of any Product and services, AAT reserves the right to add to the price of any Product and services additional charges not expressly included within the accepted Purchaser’s order. Those additional charges may include charges based upon changes as to accepted specifications, qualities or other material terms contained in a Purchase Document allowing offers AAT the right to add to the price of any Product and/or services. Written quotations shall expire thirty (30) calendar days from the date of quotation unless otherwise set forth in writing and each accepted order shall automatically become null and void after the expiration of such thirty (30) calendar days without further action or notification. Verbal quotations are non-binding on AAT. Quoted prices do not include import duties, sales, excise, municipal, state or any other government taxes. All taxes (including import duties) and other governmental charges associated with the production, manufacture, distribution, sale or use of Product or services to the extent required or not restricted by law are chargeable to Purchaser and shall be paid by Purchaser to AAT as invoiced unless Purchaser furnishes AAT with exemption certificates acceptable to the relevant taxing authorities and to AAT.
3. TERMS OF PAYMENT.
Payment Terms for Acrylic Panel Supply:
– 7 days from date of submission of invoice
– 50% of the invoice total – deposit to hold the required panel, initiate Production and ready for pick-up
– 50% of the invoice total – Balance required prior to dispatch.
Payment Terms for Acrylic Panel Freight: 100% Balance required prior to dispatch
Payment Terms for Installation: 7 days net from submission of invoice following work on-site
All other terms and conditions set forth in invoices of AAT not inconsistent with these Master Terms and Conditions shall also govern. Past due date balance invoice amounts shall bear interest at the rate of 3% per month of the invoiced amount. Product not shipped due to failure to abide by payment terms shall also be subject to storage charges. All invoices are payable in U.S. dollars, unless specified otherwise and approved by AAT in writing. Acceptance of funds by bank transfer, checks or any other form of payment shall be subject to immediate collection of the full amount thereof. AAT may also impose a transaction fee equivalent to its actual cost plus an administrative fee on payments processed via bank transfer, check, bank guaranty or by letter of credit.
AAT reserves, in its sole discretion, the right at any time to modify any payment terms when, in its opinion, the financial or other conditions so warrant. In such case, in addition to any other remedies provided herein or by law, AAT may request cash payment from Purchaser prior to shipment of Product and/or additional security it deems appropriate. If delivery is delayed or deferred by Purchaser beyond the scheduled dispatch date, payment may be due in full when AAT is prepared to ship the Product or perform the services. The Product may in the interim be stored at the risk and expense of Purchaser.
In the event of non-payment of an invoice when due, and without prejudice to other lawful remedies, AAT shall have the right to suspend the delivery of future Product as to pending approved Purchaser purchases until such invoice is paid in full. Provided, however, that if such invoice remains unpaid for more than five (5) days after written demand by AAT, AAT shall have the discretion to terminate the pending order and any other pending or prospective orders.
Purchaser shall be responsible for the payment of AAT’s administrative expenses, reasonable attorney fees and related costs and expenses incurred by AAT in respect to (a) any claim or action by AAT to enforce the Purchase Documents and/or (b) associated with successfully defending any claim or action by Purchaser or any third parties asserting claims against AAT.
4. PROPRIETARY INFORMATION/CONFIDENTIALITY.
Purchaser agrees that all information furnished by AAT is strictly confidential (“Information”) and it shall not disclose any such Information to any third party or use such Information itself for any purpose other than performing its obligations pursuant to Purchase Documents, unless Purchaser obtains prior written permission of AAT to do so, which request for permission may be withheld in the sole discretion of AAT. This paragraph shall also apply to all specifications, formulations and/or other documents and things prepared by AAT in connection with a Purchase Document. Purchaser shall not advertise or publish the fact that Purchaser has contracted to purchase Product and/or services from AAT, nor shall it disclose any related Information as to any other order or any other business dealings with AAT without AAT’s prior written permission. Unless otherwise agreed to in writing, any and all information disclosed in any manner or at any time by AAT to Purchaser shall be deemed confidential or proprietary. This provision does not override any nondisclosure or other documents executed by the parties associated with proprietary and/or confidential information and confidentiality.
Further, all manufacturing devices, designs, formulas, data, or other technical information of AAT or any of its affiliates relating to the supply of Products will remain AAT’s and its affiliates’ confidential property, and the Purchaser shall not have any rights thereto, nor any rights to disclose such items or information to any third party. Nothing in any Purchase Documents shall be construed (by implication, estoppel or otherwise) as granting, or as an undertaking by AAT to subsequently grant, to the Purchaser any license, right, title or interest in or to any present or future patent, patent application, know-how, copyright, trademark, trade secret or other proprietary right.
AAT makes no warranty of and shall have no liability for, merchantability, fitness for particular purpose or otherwise, whether express or implied, other than the product, upon delivery to the purchaser at the delivery point, shall meet with specifications addresses in the purchase document. No other warranty or liability, express or implied and whether arising by operation of law or custom, shall apply.
AAT expressly and solely warrants that all Product or services furnished under Purchase Document shall conform to all specifications, manufacturers’ standards; shall be new and shall be free from all material defects in workmanship or material.
Purchaser acknowledges that it has selected and ordered AAT’s Product based on its own skill and judgment and agrees that it is responsible for ensuring that the Product selected shall be fit for Purchaser’s purpose. AAT warrants only that such Product have been produced in accordance with the above statements. Purchaser’s reliance upon samples or any description of Product shall not constitute an express or implied warranty.
Purchaser is liable to pay for all associated costs incurred by AAT due to Purchaser’s selection of noncompliant or defective designs and materials. Those associated costs shall be calculated based on any additional costs incurred by AAT in addressing the noncompliant or defective Products, including, but not limited to, all reworks, investigations and other consequential, direct and/or indirect costs. AAT shall not be responsible for any selection made by Purchaser and is relieved of any liability to Purchaser for any loss, damages, costs or expenses suffered by Purchaser as a result thereof.
(b) AAT shall have no obligation under this warranty if damage to the Product occurs because of Purchaser’s failure to comply with AAT’s written storage and/or handling procedures for the Product, including but not limited to improper handling or operation, modification of the Product, abuse, misuse, unauthorized repairs made or attempted and/or when Product and/or equipment are operated above rated capacity.
(c) No agent, employee or representative of AAT has authority to bind AAT to any other affirmation, representation or warranty concerning the Product sold.
Purchaser is liable to pay for all associated costs incurred by AAT due to Purchaser’s selection of noncompliant or defective designs and materials. These associated costs are calculated based on any additional costs incurred by AAT in managing the noncompliant or defective Products, including, but not limited to, all reworks, investigations and other consequential costs.
AAT shall not be responsible for any selection made by Purchaser and will not have any liability to Purchaser for any loss, damages, costs or expenses suffered by Purchaser as a result thereof.
6. NON-CONFORMING PRODUCT.
Upon receipt, Purchaser shall inspect the Product. Any notice of claims, including claims for alleged defective Product, shall be made in writing upon receipt of such Product; (ii) prior to the installation and/or use of such Product with any other Products, whichever period is shorter. If no notice of claim is made within such inspection period, the Product shall be deemed to have been irrevocably accepted by Purchaser with all claims against AAT having been waived and forever barred. Purchaser agrees that any litigation or arbitration relating to any claim must be commenced within one (1) year after date of shipment by AAT. Purchaser also hereby expressly assumes all liability for all damage and injury occurring before and after said time periods if notice is not made pursuant to these Master Terms and Conditions. If AAT disagrees with any alleged nonconformity asserted by Purchaser, then an independent party mutually agreed upon by the parties shall analyse a sample from Purchaser’s shipment as may be necessary to substantiate whether the Product rejected by Purchaser conformed in all material respects to the specifications as expressly set forth in the Purchase Documents. Both parties agree to fully cooperate with the independent party’s reasonable requests for assistance in connection with its analysis.
Both parties shall be bound by the independent party’s results of analysis. The costs incurred by the parties shall be borne by the non-prevailing party or may be equitably allocated on a comparative basis and set forth in writing.
If Product is non-conforming, AAT, at its option and subject to these Master Terms and Conditions, will either (i) allow Purchaser to return the Product at its cost and receive repayment of the price or (ii) repair or replace the Product.
No Product is to be returned to AAT without prior written consent of AAT and the assignment of a return Product authorization approval by AAT. Purchaser expressly waives any other claims which may assert associated with non-conforming Product except as otherwise set forth herein.
7. LIMITATION OF LIABILITY/ INDEMNITY.
AAT’s liability on any claim for loss or damage arising out of any transactions under this Agreement or from the performance or breach thereof or connected with any Product or services supplied hereunder, or the sale, resale, operation or use of Product, whether based on agreement, warranty, tort (including negligence) or other grounds, shall not exceed the price allocable to such Product or services or part thereof involved in the claim, – regardless of cause or fault. Upon presentment of adequate proof to AAT of breach of AAT’s obligations, Upon satisfactory proof of claim by Purchaser and as Purchaser’s exclusive remedy, AAT may elect a.) within a reasonable time, to supply Purchaser with replacement Product of the same or equivalent type, free of charge, freight prepaid or, b.) at AAT’s option, refund the purchase price for the Product, subject further to AAT’s direction to either return the Product or other delivered material, or the unused portion thereof or the disposal of such Product remaining in the possession of Purchaser pursuant to disposal directions of AAT. Purchaser charges for replacements and returns for credit will not be allowed unless authorized by AAT in writing.
This limitation of liability and remedies reflects a deliberate and bargained-for allocation of risks between AAT and Purchaser and constitutes the basis of the parties’ bargain, without which AAT would not have agreed to the price or terms of this transaction.
AAT SHALL NOT IN ANY EVENT BE LIABLE WHETHER AS A RESULT OF BREACH OF AGREEMENT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHER GROUNDS FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, LOSS OF USE OF PRODUCT OR ASSOCIATED PRODUCTS, BUSINESS INTERRUPTION, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCT, FACILITIES OR SERVICES, DOWNTIME COSTS, OR CLAIMS OF CUSTOMERS OF PURCHASER FOR SUCH DAMAGE. In addition, if AAT furnishes Purchaser with advice or other assistance regarding any Product or services supplied hereunder, or any system or equipment in which any such Products may be installed, and which is not required pursuant to this transaction, the furnishing of the advice or assistance will not subject AAT to any liability, whether based on agreement, warranty, tort (including negligence) or other grounds. Such advice shall be deemed as being provided gratis by AAT and AAT shall not be liable for such advice and the results thereof, Purchaser assuming all risk as to such advice.
In the event Purchaser modifies/alters AAT Product or incorporates AAT Product into another Product or component part, Purchaser agrees to hold harmless and indemnify AAT from any and all claims, liabilities, losses, costs and expenses (including reasonable attorney fees) involving personal injury or property damage. Purchaser also agrees to hold harmless and indemnify AAT from any patent or other intellectual property claims related to (i) any AAT Product made in accordance with Purchaser’s designs or specifications; or (ii) the use of any drawings provided to AAT by Purchaser for use in the manufacture, Production or assembly of such Product.
8. DELIVERY AND SHIPMENT.
At the customer’s request, AAT will coordinate for the delivery of the Product to the Purchaser’ s specified delivery address and AAT shall charge the Purchaser the cost of freight, insurance & storage and all other costs connected with the delivery of the Product. Unless otherwise agreed or noted, all sales of Product are made on a CIF closest sea freight port basis.
AAT will use commercially reasonable efforts to meet delivery dates stated in advance of actual shipment of Product or performance of services, but in no event shall such delivery dates be deemed to represent fixed or guaranteed delivery dates.
Claims for shortage or other quantity errors must be made in writing to AAT within five (5) days after receipt of shipment. Delay in delivery of any instalment shall not relieve Purchaser of its obligations to accept remaining deliveries. Failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Purchaser. Purchaser waives any claims for direct, indirect or consequential damages associated with failure on the part of AAT to deliver Product in accordance delivery dates as set forth in any Purchase Documents. Additionally, AAT, in its sole discretion, may accommodate Purchaser requests for delivery of Product in instalments if such requests are confirmed in writing by AAT. Such instalment deliveries, when separately invoiced, shall be paid for when due per invoice without regard to subsequent deliveries.
9. RISK OF LOSS AND TITLE.
Risk of any Product supplied by AAT for the Purchaser shall pass to the Purchaser upon:
(a) Delivery & acceptance of the good to the Purchaser; or
(b) Collection of the Product by the Purchaser or its agent/appointed third party.
AAT shall not be liable for any loss or damage to the Product after delivery or collection. However, legal and equitable title shall not pass to the Purchaser until AAT receives payment in full, from the Purchaser.
Until the Purchaser makes payment in full to AAT:
(a) The relationship between AAT and the Purchaser shall be fiduciary and the Purchaser shall hold the Product as bailee and at its own expense, store and protect them separately in a manner that clearly identifies such Product as the property of AAT.
(b) The Purchaser shall, at its own cost, effect and continuously maintain such insurance coverage on all Product in an amount equivalent to the purchase price of the Product.
(c) Purchaser shall execute such related and/or AAT-required documents as reasonably requested.
(d) The Purchaser may sell such Product and any resultant Products as AAT’s fiduciary to a third party in the ordinary course of the Purchasers business and deliver them to the third party provided that:
(1) Any such sale or dealing is at arm’s length and on market terms and
(2) AAT is entitled to maintain an action against the Purchaser for the purchase price of the Product.
Unless otherwise stated, delivery to Purchaser of Product and the corresponding transfer of title and of all risk of loss shall occur after AAT’s loading of Product onto the selected carrier at AAT’s plant.
If a Purchase Document requires AAT to furnish services of any person, persons or third-party, AAT agrees that such person, persons or entity are not employees or agents of Purchaser and AAT assumes full and exclusive responsibility for such person’s conduct as well as compensation and taxes incident thereto.
AAT further agrees upon request to furnish certificates from its insurance carriers showing that AAT carries, at its own expense, worker’s compensation and liability insurance coverage in form and in an amount that, in Purchaser’s opinion, is adequate. All services shall be performed in a good and workmanlike manner and in accordance with all governmental laws, rules and regulations applicable to such services. Subject to the provisions herein associated with limitation of the amount of damages, AAT shall indemnify Purchaser and shall hold Purchaser harmless from any claims such laborers, their representatives and heirs may assert against Purchaser as well as claims of third parties associated with the services rendered.
11. A. FORCE MAJEURE.
Impacting Purchaser: In the event of war (whether declared or not), flood, strike, labour trouble, accident, riot, act of terror, act of governmental authority, acts of God, unusually severe weather or occurrences beyond the reasonable control of Purchaser, Purchaser shall notify AAT setting forth the nature of such force majeure instance. In such instance, the applicable Purchase Document shall remain unaffected except to the extent that Purchaser, at its option, may elect to take such actions as Purchaser deems necessary and/or appropriate, including but not limited to temporarily reducing the quantities so affected and/or the services to be rendered under a Purchase Document without liability to Purchaser as well as, inter alia, extending the period for delivery of the quantities so affected and/or the period for completion of the services for such period of time as Purchaser reasonably elects.
11 B. IMPACTING AAT: In the event of a force majeure event affecting AAT, AAT shall timely notify Purchaser and shall do all in its power to comply with the terms and conditions of any pending Purchase Documents. In the event of inability to do so, AAT shall allocate the Product purchased by Purchaser and the services to be performed in a manner which is equitable and as shall allow Purchaser to receive some but not all Product and/or services proportionate to the requirements to provide same to other customers of AAT. In each instance, AAT shall consistently communicate with Purchaser as to the status of the its ability to deliver the Product or services.
AAT warrants that all services rendered, and Product supplied and the use and/or sale of same by Purchaser, its customers, agents, successors and assigns, will not infringe upon any patent, trademark, copyright, trade secret or other intellectual property right owned or controlled by any other entity, firm or person. AAT agrees it will, at its own expense, upon receipt of notification from Purchaser and/or Purchaser’s customers, agents, distributors and/or other vendors, promptly assume defence of any suit or proceeding that may be brought against Purchaser or its agents, customers, or other vendors for alleged patent or other intellectual property infringement, as well as for, inter alia, any other cause of action or claim asserted, including those as to similarity in design, trademark or appearance of Product, or services furnished hereunder. AAT further agrees to indemnify Purchaser, its affiliated companies, its agents, assignees, distributors, customers and any third parties against damages, liabilities, expenses claims or liabilities and expenses, of every character whatsoever, direct or indirect in nature and inclusive of consequential damages and further including AAT’s administrative costs, court costs and reasonable attorney’s fees (“Losses”) resulting from any such suit or proceeding, including any settlement. Purchaser may be separately represented and actively participate in any such suit or proceeding if it so elects in the event that Purchaser reasonably believes that AAT or others in the chain of manufacture and/or service are incapable of and/or unwilling to appropriately defend Purchaser in which instance Purchaser shall be entitled to indemnification as set forth herein, including its reasonable attorney’s fees and administrative expenses.
All tools, patterns, moulds and other equipment used in the manufacture of any of AAT’s Product or performance of any of AAT’s services shall remain the property of AAT unless otherwise expressly agreed upon in writing.-Standard Purchaser shall not permit any third party to use such equipment nor disclose to any third party any IP, technical, dimensional or design details, or any other information in respect of such equipment at any time.
Subject to these Master Terms and Conditions including limitation of liability and warranty provisions, AAT shall defend, indemnify and hold harmless Purchaser against all Damages and Losses (as above defined) arising out of or resulting in any way from any defect in the Product purchased or inadequate services or unworkmanlike conduct subject to the terms of the applicable Purchase Document, including but not limited to any act or omission of AAT, its agents, employees or subcontractors, or from any breach of a Purchase Document. This indemnification shall be in addition to all other warranties extended to Purchaser.
15. PRODUCT SAFETY.
Purchaser warrants and agrees to transport, store, handle, use, dispose of and otherwise deal with Product supplied safely and in strict compliance with all laws and regulations and all applicable standards of care, including in a manner no less stringent than as set forth on AAT’s labels, publications, material safety data sheets and other safety and health information. AAT does not warrant the safety of the Product or its use, whether alone or in combination with any other substances or other materials or in any process. Purchaser assumes all responsibility for warning its employees, customers, independent contractors and any other third parties of each hazard associated with the Product. Purchaser agrees to indemnify, defend and hold AAT harmless from any liability of whatever nature caused in whole or in part by Purchaser’s failure to comply with product safety requirements, including but not limited to the payment of damages, claims, AAT’s administrative expenses, reasonable attorney fees, and costs.
(a) The failure of AAT to insist in any instances, upon the performance of any of the Terms and Conditions as set forth herein or the failure of AAT to exercise any of its rights hereunder shall not be construed as a waiver or relinquishment of any such terms, conditions or rights and shall not effect AAT’s right to insist on strict performance and compliance with regard to any future performance of these Terms and Conditions. No waiver by AAT shall be deemed to arise from any course of dealing or trade custom and will only be effective if set forth in a separate writing, signed by AAT.
(b) Should any Purchase Documents provision(s) be deemed wholly, or partly invalid, such provision(s) shall have no effect on the validity of the remaining provisions.
17. EXPORT COMPLIANCE.
Purchaser warrants that it will not export or re-export any Product, other material, or information of AAT or its affiliates, in violation of export-control or other customs laws or regulations binding on AAT or Purchaser, including those applicable subsequent to execution of the Purchase Documents, and shall fully and unconditionally indemnify AAT in the event of any claims being asserted against AAT as a Product of violation of this paragraph.
18. COMPLIANCE WITH LAWS.
AAT agrees to fully observe and comply with all applicable laws, rules, regulations, and orders, including but not limited to those pertaining to services performed and the production, manufacture, sale, marking, packing, and shipping of the Product.
Upon request, each party shall promptly furnish the other certificates of compliance with such laws, rules, regulations and orders as well as such other information as reasonably requested. All services performed, to the extent applicable, shall be performed only after the issues of such governmental permits and/or licenses as may be required.
19. CHOICE OF LAW/WAIVER OF JURY TRIAL/JURISDICTION.
Purchaser hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the State of Queensland, Australia and subject to the laws of such State. However, at the election of AAT, AAT may require that some or all the proceedings associated with disputes between the parties be subject to mediation and/or arbitration in accordance with the American Arbitration Rules then in effect at the time of the election by AAT. Purchaser agrees not to assert any defence to any suit, action or proceeding initiated by AAT based upon improper venue or inconvenient forum. SUBJECT TO THE FOREGOING PURCHASER AGREES THAT ANY SUIT, ACTION OR PROCEEDING, WHETHER A CLAIM AND/OR COUNTERCLAIM, BROUGHT BY IT RELATED TO THE PURCHASE DOCUMENTS SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. PURCHASER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. The provisions of the United Nations Convention on Agreements for the International Sale of Product shall not apply.
Any dispute, controversy or claim arising out of this transaction shall be adjudicated exclusively by a court of competent jurisdiction in Brisbane, Queensland, Australia. Purchaser consents to personal jurisdiction and venue in Brisbane, Queensland, Australia, and agrees not to take any action to challenge such jurisdiction or venue. In the event of any action or proceeding related to a transaction subject to this Agreement where AAT is determined to be the prevailing party regarding some or all claims, Purchaser agrees to pay all of AAT’s legal representation fees and litigation costs up through and including any appeal.LANGUAGE: English or which AAT and Purchaser express agreement on.
20. ADEQUATE PERFORMANCE.
Purchaser may terminate for cause its obligations under a Purchase Document or any element or component of its Purchase Document for cause in the event of any default by AAT after submission of notice in writing and failure on the part of AAT to cure any reasonably asserted claim of default within a reasonable period. “For cause” includes but is not limited to consistent late deliveries, consistent deliveries of Product that are defective (in whole or in part) or that do not otherwise conform to the terms of a Purchase Document as well as services regularly performed in an unworkmanlike manner and otherwise contrary to customary standards and governmental requirements. Purchaser may require AAT to provide reasonable assurances of future performance as to which AAT shall respond in a timely fashion. In the event of termination for cause, Purchaser shall not be liable to Seller for any amount alleged due directly attributable to the default by AAT and AAT shall be liable to Purchaser for any and all Damages and Losses sustained by reason of the default subject to the further provisions of these Master Terms and Conditions.
Headings set out in a Purchase Document are for convenience of reference only and shall be without substantive meaning.
22. PERSONAL DATA.
The Purchaser must provide true, accurate and complete information about Purchaser as required by the submission of the Purchase Document, including without limitation, Purchaser’s name, address, e-mail address, telephone number and banking information, as applicable (collectively, “Personal Data”).
Purchaser must maintain and promptly update Purchaser’s Personal Data to keep it true, accurate, current and complete. If AAT has reasonable grounds to suspect that any part of Purchaser’s Personal Data is untrue, inaccurate or incomplete, AAT has the right to suspend or terminate Purchaser’s Purchase Document. Purchaser acknowledges that AAT may send Purchaser important information and notices regarding the purchase by e-mail, and that AAT shall have no liability associated with or arising from Purchaser’s failure to maintain accurate Personal Data.
AAT respects Purchaser’s privacy and does not sell any Personal Data collected. AAT also does not share Personal Data with any other organizations not directly affiliated with AAT, except that AAT may share Personal Data with certain parties for the purpose of credit assessment. If Purchaser has any questions about this privacy statement or the privacy practices of AAT, Purchaser is directed to contact firstname.lastname@example.org
24. BINDING EFFECT/ASSIGNMENT.
The Purchase Documents shall be binding on the successors and assigns of Purchaser and AAT. Provided, however, Purchaser shall not assign some or any of its rights t in whole or in part without the prior written consent of AAT which may be reasonably withheld, delayed or denied.
All communications, notices and consents provided for herein shall be in writing and be given in person or by means of e-mail, facsimile or other means of wire transmission (with request for assurance of receipt in a manner typical with respect to communications of that type.)
26. DISPUTE RESOLUTION/ATTORNEYS’ FEES.
Dispute resolution & the conditions of this document shall be governed under the laws of Queensland, Australia.
27. ASSIGNMENT, WAIVER, ENTIRE AGREEMENT, SEVERABILITY.
Neither party shall assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party, which such consent shall not be unreasonably withheld, except that either party may assign or delegate its rights or obligations hereunder to an Affiliate without the other party’s consent. As used herein, the term “Affiliate” shall mean any entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the entity specified. AAT may terminate this Agreement upon written notice to Purchaser without any further liability to Purchaser if there is a change of control of Purchaser.
The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written representations or agreements by the parties with respect to the subject matter of this Agreement.
Neither the Agreement nor any of its provisions may be modified, amended or waived, whether orally, through the parties’ course of performance, course of dealing or course of conduct, or manifested in any other way, unless in writing and signed by an authorized officer of AAT. It is the express intention of the parties that such requirement for written modifications, amendments or waivers be strictly enforced notwithstanding judicial precedent or statutory provisions to the contrary. Any provision found invalid or unenforceable will not affect the validity or enforceability of any other provision and the invalid provision may be judicially modified to the extent enforceable.
28. FORCE MAJEURE.
AAT shall not be liable to the Purchaser where an event of Force Majeure prevents or delays the Purchaser from performing any obligation under the Terms & Conditions.
Without prejudice to any of AAT’s other rights:
(a) If the Purchaser may become deceased or is the subject of any personal insolvency event including without limitation, arising out of the Purchaser committing an act of bankruptcy or have a receiver appointed over his assets; -this can be expanded upon relative to bankruptcy proceedings or receivership a generally okay
(b) If being a company, the Purchaser is or becomes an externally administered body corporate (within the meanings of the corporation act) or a controller (within the meanings of the corporation act) enters into possession or takes control of all or any of the Purchasers assets or undertaking or if the Purchaser is or becomes insolvent (within the meanings of the corporation act) or ceases or threatens to cease carrying on business;-this can be expanded on also If AAT compounds with or negotiates for any composition with the creditors or permits any judgement against it to remain unsatisfied for seven days.
AAT may at its option without liability or notice require payment in cash before delivering notwithstanding the terms of payment specified with these Master Terms and Conditions or terminate the order or further suspend deliveries or withdraw any credit facilities which has been extended to the Purchaser and require immediate payment of all outstanding amounts payable to AAT by the Purchaser. Additionally in the event of default, AAT is irrevocably authorised at any time thereafter to enter upon any premises where the Product are situated and without notice to take possession of and remove the same, and to use the Purchaser’s name and to act on its behalf in exercising such right To the extent allowed by law, the Purchaser indemnifies AAT against any loss or damages or injury caused by whatsoever reason including but not limited to the negligence tort or any other cause in repossessing such Product.
30. TYPOGRAPHICAL ERRORS.
In the event a Product is offered at an incorrect price or with incorrect information due to typographical error, or error in pricing or Product information, AAT shall have the right to refuse or cancel any orders placed for Products listed at the incorrect price.
AAT shall have the right to refuse or cancel any such orders whether, the order has been confirmed. If Purchaser has already been charged for the purchase and Purchaser’s order is cancelled, AAT shall issue a credit to Purchaser’s bank account in the amount of the charge.