Terms and Conditions of Sale
Denmatt Enterprises Terms and Condition of Sale.
1.1 These Conditions of Sale apply to the Debtor (hereafter referred to as “the Buyer”) in relation to all goods provided by Denmatt Enterprises to the Buyer. Such goods may be supplied at the time of execution of this Agreement or in the future and shall form part of the security under this Agreement.
1.2 No person acting or purporting to act on behalf of Denmatt Enterprises shall have authority to waive or change these Conditions, and any waivers or changes have effect only if made in writing and signed on Denmatt Enterprises behalf.
2.1 The stated prices (whether listed, quoted or tendered) do not include GST or any other taxes, insurance or freight.
2.2 The prices listed are upon rates and conditions ruling at the date of supply unless otherwise specified in writing, and orders are accepted with the understanding that they are charged at the prices ruling at the time of delivery.
3.1 Payment is due in full by the terms listed on Denmatt Enterprises tax invoice to the buyer.
3.2 If default is made in payment by the due date Denmatt Enterprises reserves the right to enforce late payment fees and or all legal and recovery costs to the buyer.
4.1 Not withstanding any period of credit, ownership of all goods supplied by Denmatt Enterprises shall remain with Denmatt Enterprises until all goods supplied have been paid for in full and all other monies payable to Denmatt Enterprises have been paid in full.
4.2 If the Buyer has not paid in full for any goods supplied by Denmatt Enterprises by the due payment date Denmatt Enterprises or its agent(s) may (without prejudice to any of its other rights) enter the Buyer’s premises (or other premises to which the Buyer has access and where any of the goods the subject of the contract are stored) during normal business hours without notice and recover its goods and resell any of them, without incurring any liability to the Buyer or any person claiming through the Buyer. The Buyer may not revoke the permission granted in this sub-clause.
5.1 Goods supplied by Denmatt Enterprises may be subject to patent, trademark and registered designs. The Buyer is not permitted to adapt, reproduce, publish, copy or commercialize any information, products or services unless authorised in writing by the patent, trademark and design owners.
5.2 The Buyer will be subject to court penalties and damages for any infringement or offences for any breach of the design, patent and trademark owner’s rights.
6.1 Even though the buyer may have been required to pay or contribute to the cost of development and manufacturing of toolage (dies) the property and ownership will remain with Denmatt Enterprises.
6.2 If the Buyer has not for a period of twenty four consecutive months, purchased any goods from the manufactured toolage (die), Denmatt Enterprises without reference to the buyer may at its discretion, invoice the buyer for the development and manufacturing cost and dispose of such toolage or release such toolage for general use.
7.1 Any stated delivery dates are estimates only and Denmatt Enterprises shall not be held liable for non delivery or late delivery, however caused, nor shall the Buyer be entitled to cancel its order.
7.2 Denmatt Enterprises reserves the right to make partial deliveries and to be entitled to payment for partial deliveries in accordance with these Conditions. Incomplete delivery will not entitle the Buyer to withhold payment for goods.
7.3 If the Buyer is unwilling or unable to accept delivery of any goods, Denmatt Enterprises may arrange for storage and insurance of the goods as it thinks fit and at the Buyers expense, in which case the goods shall be deemed to be delivered to the Buyer and will be invoiced and payment will become due accordingly.
7.4 Delivery to a carrier constitutes delivery to the Buyer.
7.5 Without prejudice to its rights, Denmatt Enterprises shall be entitled to withhold delivery if it considers the Buyer’s credit worthiness to be unsatisfactory.
8.1 The risk in the goods shall pass to the Buyer upon delivery and the Buyer will insure the goods for their full replacement value for the benefit of Denmatt Enterprises until ownership of the goods has passed to the Buyer.
9.1 Claims for damage or non-conformity must be made in writing within seven (7) days of delivery.
9.2 Any Goods subject to a claim must be left in the state and condition in which they were delivered until the Supplier has inspected the Goods.
9.3 Claims subject to acceptance by Denmatt Enterprises is limited to the replacement of the goods or credit or payment of a price at the option of Denmatt Enterprises.
9.4 Return of goods will not be accepted unless Denmatt Enterprises beforehand agrees on the return, nor if the return is made more than 7 days after the receipt of goods. Damage in transit on returned goods is at Buyer’s risk.
9.5 Denmatt Enterprises shall not be liable for any loss or damage claims (including consequential losses or damage).
10.1 The Buyer warrants that any design or instruction it requests Denmatt Enterprises to follow will not cause Denmatt Enterprises to infringe any patent, registered design, trademark, copyright or any other intellectual or industrial right.
10.2 Where Denmatt Enterprises follows any design or instruction given by the Buyer in 10.1, the Buyer will indemnify Denmatt Enterprises against any damages, penalties, costs and expenses for which Denmatt Enterprises may become liable.
10.3 The buyer will indemnify Denmatt Enterprises and our employees,contractors,officers and directors from all liabilities ,claims and expenses ,including legal fees.(consequential or indirect losses). This includes compensation or public liability claims.
11. Amended Terms
11.1 Denmatt Enterprises reserves the right to review and amend its terms . Notification will be forwarded to the Buyer ( letter, email, fax or tax invoice) and be deemed sufficient notification to bind the Buyer to any revised or amended terms for all orders placed on or after time of notification.