REMUS AUSTRALIA GENERAL TERMS & CONDITIONS
The Customer accepts the following Terms & Conditions:
- These Terms and Conditions of Sale (“Terms”):
- apply to the sale and supply of all the goods or services Exhaust Factory Inc REMUS Australia (ABN 81582038271) (“Exhaust Factory Inc Remus Australia”) to the exclusion of all other terms and conditions whatsoever, whether contained or implied in or from any order from the Customer or from any conduct of or representations made by the Customer or REMUS Automotive;
- shall be deemed incorporated in any order placed by the Customer;
- shall prevail over all other conditions of the Customer’s order to the extent of any inconsistency (except where waived by Exhaust Factory Inc Remus Australia in writing);
- may be changed at any time;
- shall not be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law including the Trade Practices Act 1974, the Competition and Consumer Act 2010 or any other succeeding legislation) and which by law cannot be excluded, restricted or modified.
- QUOTATIONS AND ORDERS
- Where Exhaust Factory Inc Remus Australia provides a written quotation for the supply of goods or services to the Customer, such quotation will be valid for Thirty (30) days and is subject to re-quotation thereafter.
- Unless otherwise agreed in writing, all prices quoted exclude the cost of delivery to the Customer and the goods are offered subject to stock availability at the time the Customer accepts the quotation.
- Quoted prices may necessitate variations in the event of any changes in the nature of the Customer’s order or requirements and the quote will then therefore need to be re-negotiated with the Customer.
- Any taxes, duties and charges (if any) included in the quotation are based upon the rates of those taxes, duties and charges at the time of quotation and all variations in the rates of such taxes, duties and charges as a result of amendment of the relevant Acts or Regulations, or changes of interpretation of the relevant Acts, Regulations or By-laws or Classifications will be borne by the Customer.
- If the Customer seeks any variation to an order after Exhaust Factory Inc Remus Australia has issued an order confirmation then Exhaust Factory Inc Remus Australia is free to either accept the variation or not and if Exhaust Factory Inc Remus Australia does not agree to the variation then Exhaust Factory Inc Remus Australia is free to terminate the contract without any liability on the part of Exhaust Factory Inc Remus Australia. If the variation is sought at any time after Exhaust Factory Inc Remus Australia has incurred labour costs, purchased materials or commenced production in respect of the order then the Customer shall be liable for the full purchase price notwithstanding any termination of the contract by Exhaust Factory Inc Remus Australia. If Exhaust Factory Inc Remus Australia accepts the variation but the variation involves additional labour, material or production costs then Exhaust Factory Inc Remus Australia will charge additional costs to the Customer for those additional labour, material or production costs.
TERMS OF PAYMENT
- Unless otherwise agreed by Exhaust Factory Inc Remus Australia, payment for goods is to be made by the Customer by clear funds either:
At the time of order of the goods where Exhaust Factory Inc Remus Australia provides a valid Tax Invoice at the time of order;
- on or prior to the delivery of the goods where Exhaust Factory Inc Remus Australia provides a valid Tax Invoice prior to the time of delivery; or
- if in accordance with Clause 3.3 for those Customers who have been approved for credit terms;
- Exhaust Factory Inc Remus Australia may in its absolute discretion require payment of a deposit at the time of the Customer placing an order to secure that order. The amount of that payment shall be any proportion of the total cost of that order as Exhaust Factory Inc Remus Australia deems necessary.
- Exhaust Factory Inc Remus Australia may in its absolute discretion grant a Customer credit terms pursuant to this Clause 3.3. In the event that the Customer has been granted credit terms, then payment for all goods delivered to that Customer is to be made by the Customer on a calendar monthly basis within seven (7) days of receiving a valid Tax Invoice from Exhaust Factory Inc Remus Australia for such delivered goods. Exhaust Factory Inc Remus Australia may at any time revoke such credit terms for any reason whatsoever, in the discretion of Exhaust Factory Inc Remus Australia, including, but not limited to, as result of the Customer failing to make payments in accordance with this Clause or otherwise breaching these terms and conditions.
- The Customer agrees that all payments are to be made without retention or set off.
- In the event of there being any payments, in whole or in part, remaining unpaid beyond the terms for payment in Clause 3.1, then Exhaust Factory Inc Remus Australia in its absolute discretion may charge interest on that outstanding amount at a rate of two (2) per cent per annum above the rate set out pursuant to Section 2 of the Penalty Interest Rates Act 1983 during the period such unpaid balance remains unpaid and such interest will be added to the said balance due from the Customer to Exhaust Factory Inc Remus Australia and calculated on a daily basis.
- Notwithstanding the imposition of interest charges pursuant to this Condition 3.0, such interest charges will not be regarded as allowing any time for payment of any amount owing but are agreed as constituting reasonable compensation payable to Exhaust Factory Inc Remus Australia because of the delay in payment and all such outstanding monies will remain immediately due and payable to Exhaust Factory Inc Remus Australia and Exhaust Factory Inc Remus Australia will be entitled to take legal proceedings at any time for recovery of any monies bearing interest charges pursuant to this Clause 3.0.
- In addition to the other rights of Exhaust Factory Inc Remus Australia set out in this Clause 3.0, the Customer agrees that Exhaust Factory Inc Remus Australia will have the right (although it will not be bound to do so) to suspend delivery to the Customer of all or any outstanding orders if the Customer is in default of these terms.
- Time is of the essence in respect to payments to be made by the Customer pursuant to this Clause 3.0
- If the Customer is a body corporate, the Directors of the Customer jointly and personally guarantee the payment of all monies owing by the Customer to Exhaust Factory Inc Remus Australia.
- In the event of the Customer defaulting with respect to the payment of any monies owing to Exhaust Factory Inc Remus Australia, the Customer hereby grants in favour of Exhaust Factory Inc Remus Australia a charge over all real estate owned by the Customer if the Customer is an individual or a charge over all its assets if the Customer is a body corporate.
- Quoted supply price for product is inlcusive of, product price, international airfreight, customs clearance costs, Duty and GST.
- Unless otherwise specified by Exhaust Factory Inc Remus Australia, local delivery will be made by courier and will be charged to the Customer on a reasonable basis in addition to the price payable on the website, for the goods.
- Unless otherwise specified by Exhaust Factory Inc Remus Australia, international delivery will be via air-freight from Remus Austria factory to the Exhaust Factory Inc Remus Australia warehouse in Melbourne. Items in stock, in Austria average at a 14-day turnaround for shipping. Items not in stock; you will be advised a manufacture completion date. Average 14-days shipping will be added to that manufacture completion date.
- The delivery times made known to the Customer are estimates only and Exhaust Factory Inc Remus Australia is not liable for any loss, damage or delay occasioned to the Customer arising from late or non-delivery of the goods.
- Exhaust Factory Inc Remus Australia is not responsible to the Customer or any person claiming through the Customer for any loss or damage to goods in transit caused by any event of any kind by any person (whether or not the Customer is legally responsible for the person who caused or contributed to that loss or damage).
- In the event that the Customer alleges that the delivered goods are not in accordance with the order, and only to the extent that the goods are faulty, defective, not fit for purpose or have been incorrectly supplied, the Customer must notify Exhaust Factory Inc Remus Australia in writing within seven (7) days from the date of delivery. If the Customer does not give such notice then subject to the extent permitted by statute the goods shall be deemed to have been accepted by the Customer.
- If the Customer wishes to return goods in accordance with the above clause, the Customer shall bear all associated transport costs to both return the goods to Exhaust Factory Inc Remus Australia and to arrange for replacement goods to be shipped to the Customer.
- With respect to goods returned and received by Exhaust Factory Inc Remus Australia after fourteen (14) days of the original date of Purchase, the Customer shall also pay a restocking fee equal to ten percent (10%) of the price of the returned goods.
- The Customer acknowledges and agrees that shipping charges (including international), Paypal payment fees and any restocking fee (if applicable) are not refundable in the event that goods are returned.
- Upon Exhaust Factory Inc Remus Australia confirming that the goods are faulty, defective, not fit for purpose or have been incorrectly supplied, then it shall, at its absolute discretion, elect to either provide replacement goods to the Customer or provide the Customer with a refund less any transport charges, including international air-freight and restocking fee (if applicable).
- Exhaust Factory Inc Remus Australia will not accept any returned goods unless they are:
- accompanied by an original Exhaust Factory Inc Remus Australia proof of purchase, receipt or Tax Invoice for the relevant goods and a written statement noting the reason for the return; and
- Returned to Exhaust Factory Inc Remus Australiain a new, resalable and unused condition with all packaging accessories, manuals and such other contents as were delivered with the goods.
- The Customer may not return any goods on the basis of change of mind this includes (but not limited to) International air-freight orders; "special orders".
- WARRANTIES AND LIABILITY
- The only conditions and warranties which are binding on Exhaust Factory Inc Remus Australia in respect of the state, quality or condition of the goods or services sold to the Customer are those imposed and required to be binding by statute (including the Trade Practices Act 1974, the Competition and Consumer Act 2010 or any other succeeding legislation).
- If the goods are not manufactured by Exhaust Factory Inc Remus Australiathe guarantee or warranty of the manufacturer of those goods is accepted by the Customer and is the only guarantee given to the Customer in respect of the goods. The Customer acknowledges that having goods fitted by a non-qualified automotive or motorbike tradesperson may void any warranty applicable to the goods.
- Upon receiving a request from the Customer, Exhaust Factory Inc Remus Australia agrees to assign to the benefit of any warranty or entitlement to the goods that the manufacturer has granted to Exhaust Factory Inc Remus Australia under any contract or by implication or operation of law to the extent that the benefit of any warranty or entitlement is assignable.
- With respect to the services provided by Exhaust Factory Inc Remus Australia, it only warrants its proper workmanship in the installation of products on to the Customer’s vehicle. It shall not be liable for any pre-existing mechanical or issues associated with a Customer’s vehicle which may cause loss or damage to the Customer or any other party, nor for any consequential loss or damage to the Customer’s vehicle which may result from its installation of the Customer’s selected product.
- Except as expressly provided herein, Exhaust Factory Inc Remus Australia shall not be liable to the Customer for any liability, (including liability in negligence) loss or damage of whatsoever nature, consequential or otherwise, howsoever suffered or incurred by the Customer, caused by or resulting directly or indirectly from the goods or services provided.
- RIGHTS IN RELATION TO GOODS
- The property in the goods which are the subject of any particular order shall not pass to the Customer until payment for those particular goods has been received by Exhaust Factory Inc Remus Australia by cleared funds.
- The Customer shall stand in a fiduciary relationship to Exhaust Factory Inc Remus Australia in respect of goods or services supplied by Exhaust Factory Inc Remus Australia but not paid for.
- If the Customer fails to honor any of these Terms, Exhaust Factory Inc Remus Australia, without notice, shall have the right to take possession of the goods which are the subject of this reservation of title, or trace the proceeds of sale thereof, as the case may be, and to recover the full amount owing to Exhaust Factory Inc Remus Australia together with interest and costs, if any. The Customer grants Exhaust Factory Inc Remus Australia an irrevocable license to enter the Customer’s Premises for the purpose of retaking possession of its goods pursuant to this Clause.
- Personal Property Securities Act 2009 (Cth) (PPSA)
- 8.1 If the Supplier determines that the PPSA applies in relation to any security interest arising in connection with the supply of any Products under the terms of this agreement, then the Purchaser must promptly upon request from the Supplier do anything (including, without limitation, completing, signing and providing documents, obtaining consents, supplying information and making amendments to this agreement ) for the purposes of: ensuring that any Security Interest created under, or provided for by, this agreement : attaches to the collateral that is intended to be covered by that Security Interest; and is enforceable, perfected, Maintained and otherwise effective; enabling the Supplier to prepare and register a financing statement or financing change statement; and enabling the Supplier to exercise any of its rights or perform any of its obligations in connection with any such Security Interest or under the PPSA.8.1.1 Except if section 275(7) of the PPSA applies, each of the parties agree not to disclose any information of the kind referred to in section 275(1) of the PPSA that is not publicly available to a person or entity that is not a party to this agreement.
- 8.1.1 Where the Products supplied under this agreement are not used predominantly for personal, domestic or household purposes, the Purchaser agrees that: the Supplier is under no obligation to dispose of or retain any secured property the Supplier seizes within a reasonable time under section 125 of the PPSA; following a default, the Purchaser has no rights to redeem the secured property under section 142 of the PPSA; the Purchaser has no rights to reinstate this agreement following a default under section 143 of the PPSA; and despite the Purchaser paying for particular Products itemised in an invoice or order or otherwise in respect of moneys owing under or in connection with this agreement, any payments received by the Supplier from the Purchaser shall be applied in the following order: (A) first, to satisfy any obligations owed by the Purchaser to the Supplier which are unsecured, in the order in which the obligations were incurred; B) second, to satisfy any obligations owed by the Purchaser to the Supplier which are secured but which are not secured by a Purchase Money Security Interest (as that term is defined in the PPSA), in the order in which the obligations were incurred; and (C) third, to satisfy any obligations owed by the Purchaser to Supplier which are secured by a Purchase Money Security Interest, in the order in which the obligations were incurred. (d) The Purchaser waives its rights to receive: (a) any notices of the Supplier under sections 95, 118(1)(b), 130 and 135 of the PPSA;(b) a statement of account under section 132 of the PPSA; and (c) a copy of, or notice of, any verification statement confirming registration of a financing statement or a financing change statement relating to any Security Interest under, or provided for by, this agreement.
- 8.1.2 All costs and expenses arising as a result of actions taken by either party pursuant to this clause 8 will be for the account of the Purchaser. Within 5 days of a written request, the Purchaser must reimburse the Supplier for any costs or expenses it incurs in connection with this clause 8.
- AUTHORITY TO VARY TERMS
- No manager, employee, servant, agent or representative, other than a director or directors, of Exhaust Factory Inc Remus Australia has any authority to vary these Terms or any of them and without limiting the generality of the foregoing no warranty, representation, promise, agreement, term or condition whether express or implied made by any such person shall be deemed to be included in or form part of these Terms or operate in any way collateral to these Terms other than those warranties, representations, promises, agreements, terms or conditions which expressly appear herein or which are implied by law and not excluded under Clause 6.
- The Customer shall not be entitled to withhold or set off payment of any amount due to Exhaust Factory Inc Remus Australia under these Terms whether in respect of any claim of the Customer in respect of faulty or defective goods or services or for any other reason which is contested or liability for which is not admitted by Exhaust Factory Inc Remus Australia.
- Any delay in or failure by Exhaust Factory Inc Remus Australia to insist upon strict performance of any term, warranty or condition of these Terms shall not be deemed a waiver thereof or of any rights Exhaust Factory Inc Remus Australia may have and no express waiver shall be deemed a waiver of any subsequent breach of any term, warranty or condition.
- If any provision of these Terms shall be determined by any statute or any court having jurisdiction in relation thereto to be illegal, invalid, void, voidable or unenforceable the legality validity or enforceability of the remainder of these Terms shall not be affected and the illegal, invalid, void, voidable or unenforceable provision shall be deemed deleted here from to the same extent and effect as if never incorporated herein but the remainder of these Terms shall continue in full force and effect.
- These Terms shall survive any accepted repudiation or other termination of the contract to supply goods or services existing between Exhaust Factory Inc Remus Australia and the Customer.
- These Terms shall be governed and interpreted according to the laws of Australia and the parties agree to submit to the non-exclusive jurisdiction of the courts of Australia
- Exhaust Factory Inc Remus Australia reserves the right to decline or discontinue supply at any time, and without notice.
General Terms and Conditions of Purchase of Remus Innovation G.m.b.H.
issue April 2018
2. ORDERS, ORDER INTAKE
Our order must be confirmed within 8 days, stating the price and delivery time. The acceptance of our order is expressly and exclusively possible only in accordance with the conditions of the order and the present conditions of purchase. Additional conditions must be individually and expressly agreed with us in writing in order to be valid. In the case of a permanent business relationship, all orders, including those placed orally, shall be deemed to have been placed in accordance with our Terms and Conditions of Purchase, even if no separate reference is made to them.
The prices apply, unless otherwise agreed, delivered destination. In the case of collection by the customer, the freight will be reimbursed. The amount of the remuneration shall be based on the reasonable and locally customary external costs, if no agreement can be reached on this.
The goods are suitable for careful and appropriate packaging. The costs of this packaging are included in the agreed prices. The Supplier undertakes to observe any special regulations which are provided or adopted in relevant laws or regulations. In accordance with the "Packaging Ordinance" which came into force on the basis of the Waste Management Act, the Supplier is in particular obliged to take back transport packaging, outer packaging and sales packaging free of charge.
5. DELIVERY DATE
The agreed and confirmed delivery dates are binding for the supplier and are considered as "arriving here" or "made available" (in case of self-collection) depending on the agreement. Partial deliveries are only permitted after express written agreement. If the supplier is in default with the delivery (performance), we may, after setting a reasonable grace period, if this grace period is also exceeded, either insist on performance or withdraw from the contract. In any case, with the exception of the delay caused neither culpably nor negligently, we shall be entitled to compensation for the damage caused by the delay in whatever form or for the damage due to non-fulfilment.
The following shipping conditions must be observed without fail. Any additional expenses resulting from non-compliance - for whatever reason - shall be borne by the supplier. Proper and expert packaging and shipping is part of the scope of delivery and the supplier is liable for all damages resulting from non-compliance. Two written delivery notes must be enclosed with each shipment or attached to the shipping documents. If this is not possible, two dispatch notices must be sent by post in advance. The full order number and the order date must be stated on all papers. Without the corresponding shipping documents, the delivery will not be accepted as having been fulfilled the order or will be further treated, but will be stored at the risk and expense of the supplier. The supplier shall bear the costs incurred due to this non-performance. The invoice shall be issued in duplicate on company paper with all data relating to the delivery. On company working days, the acceptance of goods shall take place from Monday to Thursday, 6.00 to 14.00 hours, Friday from 6.00 to 13.00 hours. Deliveries of goods outside these hours are only possible after prior telephone consultation with the purchasing department or the goods acceptance department.
7. ACCEPTANCE AND WARRANTY
The transfer of risk to us shall only take place upon proper acceptance of the goods. For the execution of the delivery (service) in accordance with the order and/or compliance with all relevant legal and NORM regulations, the supplier assumes the full legal warranty in accordance with § 922 ff ABGB (Austrian Civil Code) and additionally a warranty for a period of 12 months. (This applies in particular to all goods and components or services supplied by him but not produced by him). For the inspection of the goods or services after acceptance, for quantity and visible defects, a reasonable time is available, at least 14 days.
right to then make a complaint with all legal consequences or to assert the warranty claims. In any case, we have a period of 14 days from the time of knowledge of the defect. Without prejudice to our other legal possibilities, we shall in any case have the right, even if the defect is insignificant or remediable, to demand, at our discretion, free replacement, rescission of the contract, free removal of the defect or a reasonable price reduction. Unless expressly agreed otherwise, a period of 14 days shall be deemed reasonable for the remedying of defects. The warranty and guarantee period shall begin to run anew upon complete rectification of defects.
The supplier also guarantees that the delivery/performance and presentation do not infringe the rights of third parties. The supplier shall indemnify us in full against any infringements of intellectual property rights arising from the delivery or service, in particular patent, design protection, trademark or copyright disputes, and shall guarantee us the unrestricted use of the delivered goods or services rendered, including processing and other rights of exploitation, or compensate us for any damage that would otherwise arise. Our payments do not constitute an acknowledgement of the correctness of the delivery, nor a waiver of warranty or guarantee claims.
8. DRAWINGS, SAMPLES, TOOLS, CLICKS OR OTHER ASSISTANCE
if such are provided by us, our property remains our property, which we can freely dispose of at any time. These aids may only be used for the execution of our orders and may neither be made accessible nor given to third parties. All rights to these aids shall remain our property and any violation thereof shall be punished under both civil and criminal law. They are to be returned to us immediately after completion of the order free of charge.
Unless otherwise specified by us in writing, the agreed terms of payment are: 14 days after receipt of the invoice with 3% discount, up to 30 days with 2% discount or 45 days net, depending on our choice.
All payment periods shall commence upon receipt of the invoice, but not before the fixed delivery date and before the agreed consignment has been accepted at the factory. If the execution of our order requires a notification of defects, we will only pay after the defects have been remedied, without any loss of discount. Advance payments remain stable in value, namely aliquot in relation to the total order value and are only made against a bank guarantee.
10. CESSIO BAN
11. TRANSMISSIONS FROM ABROAD
Shipments from abroad will be customs cleared by us in Graz, unless otherwise specified on the order.
12. FULFILLMENT AND JUDGMENT OF JUSTICE
Place of performance is Bärnbach, place of jurisdiction for all legal disputes in connection with the contractual relationship is Bärnbach. Austrian law shall apply exclusively to all relationships arising from the contractual relationship - even if it is to be handled abroad.
a) The supplier guarantees that the goods (the product) are free of defects, as well as that they are free of defects in the sense of the Austrian product liability law BGBl No. 99/1988. The supplier guarantees in particular that the product complies with all relevant Austrian legal regulations and the state of the art and offers the safety which the user is entitled to expect taking into account all circumstances, in particular the presentation of the product, the use of the product which can reasonably be expected and the time at which the product is put into circulation. He also guarantees the correctness and completeness of the specifications and information for use enclosed with the product, such as operating instructions, warnings, approval regulations, etc. Should the supplier subsequently become aware of circumstances that could constitute a product defect within the meaning of the Austrian Product Liability Act, the supplier undertakes to inform us immediately of any such perception and to reimburse all costs for any retrieval of defective products and any damage associated with such a retrieval.
b) The supplier shall indemnify and hold us harmless in full, even without proof of fault, for all claims by third parties which are derived from a defectiveness or faultiness of the product or from any other breach of its obligations. Further claims to which we are entitled by law or agreement may be asserted in addition.
c) Upon request, the supplier must prove to us the existence of sufficient liability insurance to satisfy compensation obligations due to possible defects of his products. Upon request, the supplier shall provide us with a bank guarantee in an appropriate amount to secure the obligations to pay compensation arising from any defects and/or faults in his delivery/service.
d) No restrictions of any kind on the supplier's obligations under the Austrian Product Liability Act, Federal Law Gazette No. 99/1988 as amended, or any other legal obligations or obligations arising from this agreement, or any claims to which we are entitled under the law or this agreement, shall be recognised.
a) Should one of these provisions be or become invalid or partially invalid, this shall not affect the remaining provisions. The invalid provision shall be adapted or reduced in accordance with the purpose of the contract so that it complies with the statutory provisions. If a provision cannot be cured by this, it shall be considered as omitted and shall be replaced by a valid provision with the same economic meaning by the contracting parties, provided that the content of the terms and conditions of purchase is not substantially changed by this.
b) Verbal collateral agreements expressly do not become effective. Changes, additions or supplements to our terms and conditions of purchase or orders must be made in writing to be valid. This also applies to any departure from this formal requirement.
15. SOCIAL RESPONSIBILITY
For the buyer it is of paramount importance that entrepreneurial activities take into account the social responsibility towards own employees and society in general. This applies both to the buyer itself and to its suppliers. Buyer and Seller are committed to compliance with the principles and rights adopted by the International Labour Organization (ILO) in the "Declaration on Fundamental Principles and Rights at Work" (Geneva, 06/98), the guidelines of the UN Initiative Global Compact (Davos, 01/99) and the UN Guidelines on Business and Human Rights (2011). The following principles are of particular importance
- Compliance with occupational health and safety requirements
- Securing employability through education and training creating conditions that allow employees to enjoy a reasonable standard of living Realisation of equal opportunities and family-friendly conditions compliance with applicable laws and regulations
- Sustainable environmental protection
With this in mind, the seller will take appropriate measures to prevent bribery offences in his company. It is the seller's responsibility to ensure that his subcontractors also act in accordance with the rules set out in this clause 16.