| HENDON SEMICONDUCTORS PTY LTD General Terms and Conditions of Sale 1. SCOPE These terms and conditions apply to all contracts of sale entered into by Hendon Semiconductors Pty Ltd ABN 17 080 879 616 (“Seller”), unless amended in writing and signed by an officer of Seller. The buyer (“Buyer”) (of the goods or services) accepts the terms and conditions contained herein. Seller’s failure to object to any term or condition contained in any communication from Buyer shall not be deemed a waiver of these terms and conditions. Notwithstanding the foregoing, typographical and clerical errors are subject to revision and correction. Seller considers orders transmitted electronically to have the same status as written orders. Seller may require any order to be in writing and in such case Seller shall not have any liability until Buyer has placed a written order in terms acceptable to Seller. Seller shall notify Buyer in writing when a product is discontinued and Seller shall accept an “all time buy” subject to the availability of material and production capacity. 2. PAYMENT TERMS All Australian customer and distributor invoices are net and payable 30 days from date of invoice and all overseas direct sales are payable prior to shipment. Each consignment shall be considered a separate and independent transaction and payment therefore shall be made accordingly. Seller reserves the right to withhold delivery of goods and services if payment is not received within the credit term. Notwithstanding anything herein contained the goods shall remain the property of Seller until paid for in full.
3. PRICES All offers are firm for a period of 30 days from the date thereof, and after that time they are subject to confirmation by Seller in writing. All sales are ex store point of consignment and risk of loss in transit is the responsibility of Buyer. Where goods and services are quoted subject to exchange rate Seller may adjust prices at any time to take into account this variation. Unless provided by separate contract between Buyer and Seller all prices are subject to alteration by written notification to Buyer.
4. TRANSPORT Unless otherwise agreed in writing, exported goods are supplied FOB. Unless otherwise agreed in writing Seller will make transport arrangements for delivery within mainland Australia and Seller reserves the right to on-charge this cost to Buyer.
5. MINIMUM ORDER Where less than the indicated minimum order quantities are ordered, Seller reserves the right to increase Buyer’s prices to recover associated costs. Where quantities are ordered which constitute broken pack sizes, Seller reserves the right to increase those quantities to the next highest unbroken pack size.
6. TAXES All published prices are exclusive of goods and services tax (GST) unless quoted as (“GST inclusive”). GST will be invoiced with the exception of exported goods.
7. DELIVERY All quoted delivery dates are estimates only, given without engagement. Delay in consignment of any part of an order shall not relieve Buyer of its obligation to accept and pay for the remainder of the order. Except as provided elsewhere in these terms and conditions Seller will not be liable to pay damages or compensation for any injury or loss sustained by Buyer: in the event of a delay in consignment or delivery of goods, or in the event of non-delivery.
Goods offered ex stock by Seller are subject to prior sale. In the event of any happening beyond Seller’s reasonable control in consequence of which Seller cannot effect delivery by the time or times quoted or specified, Seller shall be entitled to deliver part only of an order, suspend delivery or extend the time for delivery, for the period during which such cause of delay operates, or may cancel the order, and in the event of such suspension, extension, or cancellation, Seller shall not be liable for damages.
8. ACCEPTANCE Buyer shall accept or reject goods in each delivery within 7 days from receipt. If Buyer fails to notify Seller in writing of its rejection and the reasons thereof, within such time period, Buyer will be deemed to have accepted such delivery. In the event lot acceptance procedures have been agreed to in writing, goods rejected by Buyer will be returned only with Seller’s prior written authorisation. Seller will apply a handling charge to any unauthorised return. Unless the goods are acquired by Buyer who is a consumer within the meaning of the Trade Practices Act returns for any reason cannot be made: without prior written authorisation from Seller; and unless accompanied by a delivery docket showing Seller’s authorisation reference number; and unless the goods are returned in their original condition and with their original packaging.
9. TOOLING Unless separately stated in an order, no right to any mask, special tools and jigs, patterns, dies, drawings, test equipment, systems, programs, software etc. is included in the purchase price to Buyer. Seller shall not be liable for ordinary wear and tear to Buyer’s furnished tools. If tools owned by Buyer are in Seller’s premises such tools shall be entirely at Buyer’s risk
10. WARRANTY Seller warrants that the goods, whilst they remain in the possession of Buyer, will under proper use, be free from defects solely due to faulty workmanship and materials during a period of 12 months from consignment, to the extent that upon authorised return to Seller during that period of any part of the goods covered by this warranty Seller will if it finds such part to be so defective, at its option repair such part or supply a replacement part provided that: The goods or any part are not without Seller’s consent altered, repaired or subjected to any technical attention by any person other than Seller’s authorised representatives. The above terms may at Seller’s option be varied or replaced by specific warranty conditions issued in writing in respect of particular products. The warranty does not cover damage due to normal wear and tear, improper installation, misuse or neglect or where goods have been subjected to operating or environmental conditions in excess of maximum values specified.
Seller makes no warranty, representation or guarantee regarding the suitability of its products for any particular purpose, nor does the Seller assume any liability arising out of the use or application or these products. Seller specifically disclaims any and all liability, including and without limitation incidental and consequential damaged.
11. PATENTS AND INTELLECTUAL PROPERTY Buyer shall hold Seller harmless and indemnify Seller against any expenses, damage, cost or loss resulting from infringement of patents, trademarks or intellectual property rights arising from compliance with Buyer’s designs, specifications or instructions. The sale of any goods by Seller does not convey to Buyer any license, by implication, estoppel, or otherwise, under any proprietary rights or patent claims or rights of Seller covering the manufacture of said goods, or any combination thereof with or without other devices or elements, or any method or process in which any goods of Seller may be used. Seller shall have no liability to Buyer arising out of or related to any infringement or alleged infringement of patent and/or intellectual property rights.
12. CANCELLATION BY BUYER Except as provided herein no order may be cancelled by Buyer. Buyer may terminate an order for its convenience only to the extent that the products were ordered for Buyer’s performance of a specific agreement with another and such agreement is terminated for the other’s convenience. In such event, products in the possession or control of Seller, which have been manufactured specifically for Buyer’s order shall be deemed to be delivered to Buyer. The quantity of goods delivered and deemed delivered shall be paid for by Buyer. Materials and assemblies related to the cancelled order which are in the work-in-progress inventory shall be paid for by Buyer at a price based on the percentage of completion of such inventory applied to the order price for finished goods. In addition, Buyer shall also promptly pay to Seller: costs of settling and paying claims arising out of the termination of work under Seller’s subcontracts or orders relating to the goods covered; reasonable costs of settlement, including accounting, legal and clerical costs; and twenty percent (20%) of the total purchase price for the goods ordered as direct and indirect costs of production administration and a reasonable profit. No application for cancellation under this clause will be considered unless made by Buyer in writing to Seller.
13. TERMINATION BY SELLER An order may be terminated in whole or in part on written notice to Buyer within 7 days of the original acceptance date. After 7 days an order may be terminated in whole or in part on written notice to Buyer, however if required by Buyer, Seller will use reasonable endeavour to source the product from elsewhere. In any event Seller may cancel without remedy to Buyer any order with written notice to Buyer if it is found that the product may breach patent, trademark, trade practice or intellectual property rights. The quantity of goods delivered prior to the date of termination shall be paid for by Buyer. Seller shall not be liable for incidental or consequential damages resulting from the termination of an order.
14. GOVERNING LAWS The validity, performance and construction of the contract between Seller and Buyer shall be governed in all respects by the laws of the State of South Australia and the Commonwealth of Australia.
15. CONSUMER PURCHASES Nothing in these terms and conditions of sale shall affect the rights of a buyer who acquires goods as a consumer within the meaning of the Trade Practices Act, or of any other law of the Commonwealth of Australia, or of any Australian State or Territory; or the rights of a buyer or any other person in respect of goods which have a defect within the meaning of Part V (A) of the said Act; provided that where the purchaser is a consumer within the meaning of the said Act and the goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then Seller’s liability for a breach of condition or warranty implied by the said Act (other than a condition or warranty implied by Section 69) shall be limited to the repair of the goods, or, at Seller’s option, the replacement of the goods or the supply of equivalent goods.
Last updated 7th August 2007
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