Terms & Conditions
Terms and Conditions of Sale
1. General
a. Solco Ltd will herein after be referred to as
the Company
b. Subject to clause 2a, these Conditions:
i. Govern all offers, order confirmations,
deliveries and sales of goods by the company.
ii. Form an integral part of the sale
contract;
iii. Supersede all other general conditions and
prior verbal representations between the company and the
Buyer;
iv. Operate to the exclusion of any terms and
conditions issued by, or any other document or statement of, the
Buyer whether before or after the date these Conditions come into
effect; and
v. May only be altered in writing, signed by the
company and the Buyer.
2. Precendence
a. If the company and the Buyer have entered
into a distribution agreement, governing the terms on which the
Buyer will distribute goods for the company, the provisions of that
Distribution Agreement will prevail over these Conditions to the
extent of any inconsistency.
b. Where the company issues an order
acknowledgement, the details contained therein or attached thereto
shall take precedence over any previous offer.
3. Acceptance
A quotation is not to be construed as an offer or obligation to
sell and the Company reserves the right, as its option, to accept
or reject any orders received.
4. Prices
a. All prices are subject to change without
notice and all purchase orders are accepted by the Company, on the
condition that they will be invoiced at the prices ruling at the
date of despatch. All prices are strictly nett unless where
otherwise stated.
b. Where firm prices are included in a quotation
the validity period is thirty calendar days from date of that
quotation, unless otherwise stated in writing, and thereafter
subject to confirmation prior to acceptance. This is
notwithstanding any price variations caused by clauses 12 and 15
below.
c. If a variable price basis is specifically
included in a quotation, then the basis of price calculation will
be stipulated in that quotation.
d. All prices shown in published catalogues or
price lists are recommended selling prices only and there is no
obligation on the part of any reseller to maintain the same
prices.
e. Unless specifically quoted to the contrary
and confirmed in writing, all prices do not include GST, freight or
insurance.
f. A quotation includes only such goods as are
specified therein. Goods offered ex stock are subject to prior sale
and availability should be confirmed at order placement date.
5. Invoicing and Terms of
Payment
a. Payment is to be made in full on Delivery in
cash or to a bank account nominated by the company unless the
company grants credit terms or in its sole discretion accepts a
letter of credit or other security.
b. The extension of credit to the Buyer shall be
at the absolute discretion of the company at all times and unless
otherwise stated where extended the terms of payment shall be net
cash within thirty days of the date of invoice.
c. The Company may instruct, in writing, that
customers forward a partial or full prepayment as way of deposit on
purchases at the discretion of the Company.
d. If the Buyer fails to pay the invoice in full
to the company when due, the company will be entitled (in addition
to other rights) to:
i. cancel or suspend any further Delivery to the
Buyer under any order; and
ii. Charge the Buyer interest on the overdue
amount at a rate equal to the company's overdraft rate from the
date of invoice to the date of final payment.
e. The Company reserves the right to suspend
credit where the customer is operating outside of the stated credit
terms.
f. For multiple system, project, and
infrastructure installations, the Company will advise in writing
payment terms specific to each sale. These will take the form of a
deposit, progress payments, and a final payment upon
completion.
g. The Company encourages electronic payment of
all invoices / statements, with the customer ensuring a correct
remittance advice detailing the payment is faxed / emailed to the
Company. Payment by cheque and cash is accepted.
h. Where payments are made contingent upon
delivery, erection or test and any of these stages are delayed to
suit the purchaser's wishes or convenience, or by reason of
unreadiness for us to proceed for any other reasons outside the
Company's control (such as delay or delivery of material being
furnished under separate contract), payments are to be made within
the time in which they ordinarily would have been made had there
been no such delays, the materials being, if necessary, stored at
purchaser's risk and expense.
i. Expense incurred by the Company in collection
of overdue payments will be charged at cost.
6. Discounts
Discounts may be offered to Authorised distributors and/or for
unusually large quantities of goods purchased. These would normally
be included in our quotation and would be detailed on applicable
invoices.
7. GST
a. The prices quoted do not include GST unless
specifically stated otherwise in writing.
b. Where goods are claimed for GST exemption, a
claim form must be signed by the purchaser and made available to
the Company prior to the time of invoicing; otherwise GST will be
charged at the applicable rate.
c. GST charged will not be credited under any
circumstances.
8. Freight and Insurance
a. All prices quoted are ex works and exclude
freight and insurance unless stated otherwise in writing. The
Company ceases to be responsible for the goods upon departure from
its premises, and therefore will not be liable for any claims
whatsoever for loss or damage to the goods.
b. The method of freight should be stipulated at
order placement, otherwise goods will be shipped via the Company's
normal carrier. The cost of such freight will be charged to the
purchaser at cost plus an administration fee.
9. Packing
Unless agreed otherwise in writing, all goods are packed to the
satisfaction of the Company. Such packing will be adequate for
normal handling and storage but not for exposure to weather or
undue extremes of temperature, humidity or vibration. Any other
packing requested by the purchaser or deemed necessary by the
Company will be charged for in addition to the price quoted.
10. Delivery
a. The delivery period quoted commences from the
date the Company receives sufficient information to proceed with
supply or from the date the Company receives the purchaser's
written order, whichever is the later date. Where deposits are
required, the delivery period commences from receipt of that
deposit. Quoted delivery dates are subject to confirmation at order
placement.
b. Where a specific delivery period has been
stipulated, that period is subject to variation, caused by
circumstances outside the control of the Company and changes as
detailed in Clause 15 below.
c. The Company reserves the right to deliver and
receive payment for any goods which form part of an order.
d. The Company in any event will not be liable
to the purchaser for any loss of profits or any other consequential
loss or damage caused to the purchaser by any delay in delivery or
any non-delivery of an order or part thereof.
e. The purchaser will be informed by the Company
as soon as the probability of a delay is recognised.
f. Where goods are to be supplied by the
purchaser for inclusion in products to be supplied to the
purchaser, the responsibility for supply and delivery of the goods
to the Company lies with the purchaser.
11. Installation
Where the installation of equipment is undertaken by others, the
Company does not accept responsibility for the operation of any
complete system including equipment supplied by other
manufacturers. Site visits will not normally be undertaken to
attend to such systems, but if required, full service rates will be
charged for time involved.
12. Credits/Claims/Returns
a. On receiving the goods, the Buyer is to
inspect the goods, exercising such care as is customary or
appropriate in the circumstances.
b. Claims for shortages, returns or overcharges
must be in writing and accompanied by a Return Material
Authorisation (RMA) Form including details of:
• Invoice or delivery docket number;
• Date of invoice;
• Model and serial number(s);
• Quantity for return or credit; and
• Reason for return or credit directed to the
company within the following time limits or prior to installation
of goods:
o If ordered in error by the Buyer (will incur
10% handling charge), 7 days from invoice date;
o Supplied in error by the company, 7 days from
invoice date;
o Short supply, 7 days from invoice date;
o Received damaged, 14 days from invoice
date;
o Pricing error, 7 days from invoice date (if
applicable);
c. Once the RMA number is issued, the goods must
be returned within 14 days clearly marked with the RMA
number.
d. If the product is not damaged or defective
and not returned to us in the original unopened packaging, it may
be returned to you at your cost.
e. In the event of an incorrect order by the
Buyer, the company will use reasonable endeavours to on sell the
goods ordered; however if unsuccessful, no claim may be made
against the company by the Buyer for the return of the goods.
f. The company may reject any claims on
reasonable grounds.
g. The company is not responsible for goods lost
or damaged in transit following Delivery.
h. No claims will be accepted for return of
goods after their installation.
13. Cancellation or
Variation
a. A contract may, at the Company's option, be
terminated in the event of insolvency of the purchaser or of
execution being levied against any of the goods of the purchaser
being placed in liquidation, whether voluntarily or
otherwise.
b. An order may be varied only if such variation
is accepted by the Company in writing and any variation or
cancellation by the purchaser (whether or not it has been agreed to
by the Company) may only occur on terms which will provide for the
Company to be indemnified by the purchaser against any loss or
damage.
c. The Company shall not be deemed to have
agreed to comply with any specifications and drawings referred to
in any order unless such specifications and drawings have been
supplied to the Company prior to the commencement of manufacture or
delivery of good and signed by the Company.
14. Information, Specification,
Literature, Performance
a. All descriptive speculations, illustrations,
drawings, data, dimensions and weights furnished by the Company or
otherwise, contained in catalogues, price lists and other
advertising matter of the Company are approximate only and are
intended to be by way of general description of the goods and shall
not form part of the contract unless certified by the Company in
writing, in which case they shall be subject to recognised
tolerances.
b. One copy of documentation covering the basic
description, setting up, installation and connection details will
normally be supplied with the equipment. Additional copies are
available on request only and may be subject to extra charge.
c. Technical manuals, which may include internal
circuit diagrams, component specifications, detailed technical
descriptions, etc, can normally be made available but would be at
extra cost subject to inclusion in the written quotation.
d. All technical information supplied is to be
treated as strictly confidential and must not be passed on or
copied in part or whole to any third parties without prior written
consent of the Company.
e. The purchaser shall assume responsibility for
ensuring the capacity and performance of equipment being purchased
is sufficient and suitable for his purpose. Particular note must be
made of this condition in relation to products or systems designed
to purchasers specific requirements.
15. Design or Specification
Changes
Any changes required by the purchaser must be requested in writing
and will not be deemed to be accepted by the Company until
confirmed by the Company in writing. Any changes may affect prices
and/or delivery previously noted.
16. Service Rates
After the warranty period expiry, service work will be carried out
on an hourly basis at the ruling rates at the time. Goods returned
to our factory for service or repair must be sent with a delivery
docket, a report detailing the nature of the fault and a relevant
person to contact. Any costs incurred in the way of delivery
charges will be met by the client.
17. Sub Contracting
The Company may at any time sub-contract the manufacture or supply
of any goods or services to be supplied to the purchaser.
18. Patents, Permits or
Licences
The Company accepts no responsibility for any patent infringements
or any claims for payment of royalties for goods suppled to the
purchaser, such goods having been designed to the purchaser's
general specification. Goods are supplied under the understanding
that any relevant permits or licences have been obtained by the
purchaser.
19. Default by Buyer
Without limiting any other rights the company may have, if;
• The Buyer fails to pay any amount owing to the
company when it is due;
• Any step is taken to enter into any
arrangement between the buyer and its creditors;
• The Buyer ceases to be able to pay its debts
as and when they become due or to carry on business; or
• Any step is taken to appoint a receiver,
receiver and manager, trustee in bankruptcy, liquidator,
provisional liquidator or like person of the whole or part of the
Buyer's assets or business.
The company may:
• Require the Buyer to pay immediately all
amounts invoiced but not yet paid by the company;
• Require the Buyer to pay in advance of or on
delivery; or
• Suspend or cease supplying goods to the Buyer,
whether or not the buyer has ordered goods that have not yet been
supplied.
20. Risk and Title
. Risk in goods passed to the Buyer on the
Delivery.
a. Despite delivery or the passing of risk,
ownership of goods remains with the company until the company has
received full payment for the goods.
b. The Buyer has the right to re-sell the goods.
The sale must be made in the ordinary course of the Buyer's
business.
c. The company shall at all times be entitled to
enter any premises believed to be occupied by the Buyer and recover
any goods sold at any time by the company to the Buyer to which
title has not yet passed.
