Terms and Conditions
Jurox Pty Limited A.B.N. 56000 932 230 (“JUROX”) hereby agrees with the Customer (“the
Customer”) that unless expressly amended in writing by Jurox these General Terms and
Conditions (“GT&C”) comprise the sole terms and conditions of the contract between Jurox
and the Customer (“the Agreement”) notwithstanding anything that may be implied or
expressed to the contrary on the Customer’s Enquiries or orders and shall supersede all other
conditions and agreements between the parties and shall without further notice apply to all
future transactions between Jurox and the Customer whether or not these GT&C are delivered
or executed in the course of such transactions.
1. SALE BY SAMPLE
Where the Contract is subject to the Customer’s approval of a sample provided by Jurox,
every effort will be made to supply goods similar to the sample, but Jurox gives no
undertaking, express or implied, that the goods supplied will be exactly the same as the
sample. The Customer shall not be discharged from its obligations under the Contract should
the goods be found not to be precisely the same as the sample.
2. DIMENSIONS, WEIGHTS AND MEASURES
Jurox shall be allowed a tolerance of up to plus or minus 5% in respect of all dimensions,
weights and quantities. All dimensions weights and quantities mentioned in catalogues, price
lists and quotations or assessed from samples are acknowledged by the Customer to be
approximations only.
3. WARRANTIES
(a) Any advice, recommendation, information, assistance or service provided
by Jurox in relation to the goods or their use or application is given in
good faith, and believed by Jurox to be reliable, but is provided with a
disclaimer for any liability or responsibility on the part of Jurox, and
subject always to the recommendations in 3(d) of these GT&C.
(b) The Customer accepts all risk and responsibility for consequences arising
from the use of the goods whether singly or in combination with other
products.
(c) The specifications for the goods can be found on the specification sheet.
(d) All warranties, guarantees and conditions, other than those expressly
stated in the Agreement, and whether implied by statute, common law,
custom of the trade or otherwise, are to the extent that the law permits,
expressly excluded.
4. PRICES
(a) Subject to Clause 5(a) all prices are expressed in Australian currency and
exclude the costs of delivery.
(b) The price(s) charged to the Customer, subject to Clause (a), shall be the
price(s) ruling as at the date of delivery. Any price indications or price Jurox Pty Limited
lists are subject to alteration by Jurox to reflect price(s) ruling as at the
date of delivery.
(c) If any statutory charge, duty or impost is levied in respect of the goods
and which has not been allowed for by Jurox in calculating the price, then
provided it has been levied after the date of the Contract the same shall
be borne by the Customer, and the price shall be increased accordingly.
The date of the Contract shall be the date upon which Jurox accepts the
Customer’s order.
(d) All prices quoted for Jurox manufactured goods are exclusive of goods
and services tax. For all invoiced items, goods and services tax shall be
charged as a separate item in accordance with the applicable rate at the
time the invoice is raised.
(e) Jurox reserves the right to require the Customer to pay to Jurox at any
time prior to the delivery of the goods, such part or whole of the contract
price as Jurox considers appropriate.
5. DELIVERY OF THE GOODS
(a) For mainland Australia, all costs of freight, delivery and unloading the
goods on their arrival at the capital city destination shall be borne by
Jurox, unless the order is under $1,800.00, when a delivery fee will be
charged of $30.00 (plus GST); and the customer agrees to reimburse
Jurox for all costs which it incurs on the Customer’s behalf for deliveries
beyond capital city locations.
For Tasmania and other off-shore locations all costs of freight, delivery
and unloading the goods shall be borne by Jurox, unless the order is
under $5,000.00, when a delivery fee will be charged of $100.00 (plus
GST); and the Customer agrees to reimburse Jurox for all costs which it
incurs on the Customer’s behalf for deliveries beyond
Hobart/Launceston.
(b) If the Customer directs that delivery of the goods be staggered over
different times or to different addresses from those specified in the
Contract, then the Customer will be liable for any additional charges
incurred by Jurox in complying with the Customer’s direction.
(c) The Customer is deemed to accept delivery of the goods when the
goods are placed at the Customer’s disposal at the agreed place of
destination and all subsequent transportation of the goods shall be carried
out at the expense and risk of the Customer, whether carried out under its
direction or not.
6. RISK AND INSURANCE
(a) All risk in the goods shall pass to the Customer upon delivery to the
Customer at the agreed place of destination notwithstanding that delivery
of the goods may be staggered or that the Customer may not have signed
a receipt for the goods.
(b) The Customer’s assumption of risk in the goods delivered to it, shall not
be interpreted as inconsistent with the retention of Jurox's title in those
goods pursuant to Clause 10. Jurox Pty Limited
(c) The Customer shall insure the goods, such insurance to be effective
immediately upon receipt of delivery of the goods. The Customer agrees
that if it has not paid Jurox for all monies due for the goods, Jurox shall
be entitled to any proceeds of insurance payable to the Customer hereby
irrevocably assigns such proceeds of insurance in respect of the goods to
Jurox.
7. DELAYS
(a) Jurox will make reasonable efforts to have the goods delivered to the
Customer on the date(s) agreed between the parties as the delivery
date(s), but Jurox shall be under no liability whatsoever should delivery
not be made on the date(s) agreed or by the period stated. Any delivery
date specified is an estimate only.
(b) If Jurox is prevented or hindered from delivery of the goods (or any part
thereof) by reason of any acts of god, fire, floods or accidents,
breakdowns of plant or machinery, unavailability of or delays in shipping
or other transport strikes or lock-outs of workmen, shortages or other
default by suppliers of fuel, power or raw material, then:
(i) Any delay in manufacture, transportation or delivery thereby
incurred shall not give rise to any cause of action by the
Customer against Jurox:
(ii) During the period such delay continues, Jurox and the
Customer shall each have the option to suspend or cancel any
subsequent obligations or balance of obligations of the
Contract on either of their parts provided that:-
(A) Written notice shall be given by the party exercising such
option:
(B) On any such suspension or cancellation by the
Customer, any goods appropriated to the Contract by
Jurox whether partly or fully processed at the time of
such suspension or cancellation, shall be accepted by the
Customer when delivered by Jurox, and
(C) In the case of cancellation the Customer shall be entitled
to a credit against purchases in relation to any sums paid
by the Customer in respect of goods subject to the
cancellation and not subsequently delivered by Jurox
pursuant to Clause 7(b)(ii)(B).
(iii) The Customer shall not be entitled to cancel its obligations
under the Contract unless in the reasonable opinion of Jurox,
the Customer’s interest in the Contact has seriously suffered or
has been totally impaired by the delay; and
(iv) The Customer shall accept and pay for all of the goods which
Jurox had delivered or which Jurox is able to deliver pursuant
to Clause 7(b)(ii)(B).
8. CANCELLATION
(a) Jurox may agree to suspend or cancel the Contract or any part thereof
PROVIDED THAT the agreement of Jurox to suspend or cancel is in Jurox Pty Limited
writing, and the Customer pays to Jurox what Jurox considers to be a fair
and reasonable amount to fully compensate Jurox for any costs, expenses,
loss of profit and consequential damage that Jurox has or may suffer in
relation to such suspension or cancellation.
9. PAYMENT
(a) Subject always to clause 9(c) herein, all goods ordered by the Customer
from Jurox will be paid for by the Customer within 30 days of the last
day of the month of delivery. Time of such payment shall be the essence
of the Contract.
(b) Subject always to clause 9(g) the Customer shall pay for the whole of the
value of the order as invoiced when the same is due for payment
notwithstanding that the Customer may have directed that delivery of the
goods be to different addresses or that the Customer may not have signed
a receipt for the whole or any part of the goods.
(c) Jurox’s express or implied approval of a credit facility to the Customer
may be revoked or withdrawn by Jurox at any time.
(d) If the Customer becomes an insolvent under administration pursuant to
any of the provisions of the Corporations Law, all amounts then due and
payable, shall immediately become due and payable to Jurox.
(e) If the Customer is a Customer to which sub-clause(a) applies, and the
Customer fails to pay any amount due in accordance therewith, then:-
(i) the Customer shall, in addition to that amount and without
prejudice to all or any of Jurox’s other rights and remedies
under the Contract, pay:-
all costs, charges and expenses incurred by Jurox in enforcing
or attempting to enforce any of its rights under the Contract
including recovering any damages or unpaid amount(s). Such
costs in the case of legal costs shall be charged on a solicitor
and own client basis; and
(ii) the Customer shall deliver up the goods to Jurox immediately
receipt of a demand in writing to this effect from Jurox. If the
Customer does not comply with the demand within two (2)
business days of receipt of the demand, Jurox shall be entitled
to enter upon the Customer’s premises at any time to do all
things necessary in order to take possession of the goods. The
Customer shall be liable for all costs of and associated with
exercise of Jurox’s rights under this clause, which shall be
payable on demand.
(f) Jurox reserves the right to require the Customer to pay the price as
determined by clause 4 to Jurox at any time prior to the delivery of the
goods at the Customer’s premises
(g) In the event of a dispute, the Customer acknowledges that it shall not be
entitled to withhold payment of any undisputed balance then due to Jurox
for the goods, and agrees that it shall pay the whole of any undisputed
balance pursuant to this clause 9.
10. RETENTION OF TITLE
(a) Until full payment in cleared funds is received by Jurox for all goods sold
by it to the Customer, as well as all other amounts owing to Jurox by the
Customer:-
(i) Title and property in the goods shall remain vested in Jurox and
shall not pass to the Customer
(ii) The Customer shall hold the goods as fiduciary bailee and agent
for Jurox and
(iii) the Customer shall keep all goods supplied and delivered to it by
Jurox separate from its other property, and in a manner to enable
them to be identified.
(b) If the Customer sells, disposes of or uses the goods before full payment
in cleared funds is made to Jurox, until such full payment is made, all
monies resulting from such sale, disposal or use shall be held on trust for
Jurox.
(c) Jurox shall have a lien on all goods of the Customer in its possession in
the event that any amounts remain outstanding on account of those or any
other of the Customer’s goods.
11. CLAIMS AND RETURNS
(a) The Customer shall inspect the goods immediately on delivery and shall,
within seven (7) business days of receipt of the goods, give notice to
Jurox in writing of any matter or thing by reason whereof the Customer
alleges that the goods are not in accordance with the Contract, failing
which the Customer shall be bound to accept and pay for the goods.
(b) No claim shall be made against Jurox unless, at the time of the claim all
of the goods which are the subject of the Agreement, remain intact as a
whole for inspection by a Jurox representative. Disposal or use of any
part of these goods shall constitute acceptance by the Customer of the
whole.
(c) The Customer hereby grants to Jurox full and free access to the premises
of or occupied by the Customer to enable Jurox to investigate any claim
by the Customer. Such investigation shall not constitute or be construed
as an admission of liability by Jurox.
(d) Jurox may, after being given the notice referred to in clause 11(a) accept
the return of goods. All returns must occur within 14 days of the date of
delivery and the invoice and/or the delivery note number must be
supplied to Jurox at the point of return.
(e) Goods sold by Jurox to the Customer may not be returned to Jurox by
reason of their lower than expected sales demand in the hands of the
Customer.
(f) Goods sold by Jurox to the Customer which will reach their expiry date
within six months of being delivered to the Customer, may be exchanged
at no cost to the Customer. To take advantage of this provision, the
Customer must apply in writing to Jurox within 30 days of the expiry of
said goods, and no later than seven (7) months from the original delivery.
12. LIMITATION OF LIABILITY AND INDEMNITY
(a) Subject to clause 11(d), any liability incurred by the Customer, whether
directly or indirectly as a consequence of its purchase, use, or application
of the goods from Jurox, shall be limited to either replacement of those
goods by Jurox, or the issue of a credit by Jurox against the Customer’s
purchases. If a credit is issued by Jurox, the value of that credit shall be
for the sale price of the goods under the Contract.
(b) Subject only to the extent permissible at law, the Customer agrees that
Jurox shall not be liable to the Customer for any consequential loss of
damage, economic loss, loss of profit, resale, storage or other charges
incurred by the Customer arising as a direct or indirect result of its
purchase, use or application of the goods, and the Customer hereby
expressly releases and discharged Jurox from all such consequential loss,
damage or charges.
13. MISTAKE
Any mistake on any quotation, order, invoice, delivery docket or other document issued by
Jurox in relation to the Contract shall not be binding on Jurox, and Jurox may in its discretion
issue such amended document as is required to rectify such mistake. The Customer shall
comply with Jurox’s amended document.
14. ACCESS
The Customer irrevocably grants to Jurox authority to enter into, all of the owned and leased
premises of the Customer for the purpose of inspecting or removing (subject to the terms of
the Contract) any goods of Jurox.
15. DANGEROUS GOODS
The Customer warrants to Jurox that after delivery of the goods and whilst Jurox retains any
interest in the goods or Consigned Goods (as the case may be) the Customer shall comply
with all applicable Acts, Regulations and Laws dealing with the transport, unloading and
storage of dangerous or hazardous materials.
16. LAW/INTERPRETATION
(a) The Contract is to be interpreted according to the laws of the State of
New South Wales, and Jurox and the Customer agree that the courts in
the State of New South Wales shall have exclusive jurisdiction to hear
and determine all disputes of and incidental to these GT&C, including
any claims in respect of monies due to Jurox pursuant to these GT&C
whether on account of debts due, or on account of a claim for damages.
