1. Definitions
1.1 In these Terms and Conditions of Sale:
(a) “Agreement” means the agreement for supply of Equipment and/or Services between Manu Electronics and the Customer of which these “Terms and Conditions of Sale” form part.
(b) “Australian Consumer Law” means schedule 2 of the Competition and Consumer Act 2010 (Cth).
(c) “Charges” include all monies payable by the Customer to Manu Electronics in relation to the supply of Equipment or Services.
(d) “Customer” means the Customer named on the Quotation and includes the Customer’s agents and permitted assigns.
(e) “Documentation” means the data sheets and user manuals containing information about the technical quality of the Equipment purchased from the Customer and their safe use to be used by the Customer for this purpose as made available to the Customer, including on the Website, from time to time.
(f) “Equipment” means the goods agreed to be supplied by Manu Electronics to the Customer as set out in each Quotation, and includes parts and supplies which may subsequently be supplied under any warranty given in relation to the Equipment.
(g) “Ex works” has the same meaning as is ascribed to that term in Incoterms 2020.
(h) “Intellectual Property Rights” means all industrial and intellectual property rights throughout the world, whether registered, unregistered or unregistrable, including all copyrights, patents, trademarks, service marks, designs, confidential information, trade secrets, know how, data and databases, systems and domain names.
(i) “Manu Electronics” and “ManuFlo” means ManuFlo Pty Ltd ACN 652 812 292, its agents and assigns.
(j) “Price” means the price payable for the Equipment as set out in a Quotation.
(k) “Quotation” means a written quotation or purchase order issued by Manu Electronics which sets out the agreed terms of the supply of Goods and/or Services .
(l) “Services” means any services provided by Manu Electronics to a Customer as set out in an accepted Quotation.
(m) “Website” means Manu Electronics’ website located at http://www.manuelectronics.com.au or such other website owned or controlled by Manu Electronics.
2. Conditions
2.1 These Terms and Conditions of Sale apply to the ordering, supply and delivery of Equipment and the provision of Services by Manu Electronics to the Customer to the exclusion of any other general terms and conditions attached to any customer generated purchase order or related document whether supplied before or after entry into this Agreement.
2.2 In the event that there is any conflict between these Terms and Conditions of Sale and any special condition expressly set out in a Quotation, the special condition set out in the Quotation will prevail only to the extent of such inconsistency.
3. No other representations
3.1 No brochure, product catalogue, price list, Documentation or other communication, whether published on the Website or forwarded by Manu Electronics to the Customer, is intended to form part of this Agreement or incorporate any warranty or represent as to the Equipment or Services to be provided to the Customer.
3.2 Manu Electronics makes no representations to the Customer that the Equipment detailed in an Order Request or publication will be available to the Customer at all times. The Customer acknowledges that all Equipment will be subject to availability and supplied only pursuant to the terms of an agreed Quotation.
4. Orders
4.1 Upon receipt of a request for quotation or an order from a Customer, Manu Electronics will, if it is capable of fulfilling the order, provide to the Customer a Quotation containing:
(a) the Price for the relevant Equipment;
(b) details of the order number, product order code, a product description, the quantity of Equipment ordered and the delivery location;
(c) details of the Services ordered (where applicable);
(d) the anticipated delivery date; and
(e) any other proposed terms to be attached to the order.
4.2 Each Quotation will be deemed to be a separate offer by Manu Electronics to supply Equipment and/or Services on the terms of this Agreement.
4.3 If the terms of the Quotation are acceptable, the Customer must confirm acceptance of the Quotation to Manu Electronics. Confirmation of acceptance may be in writing, via payment of any part of an invoice issued under the Quotation or by acceptance of any of the Equipment or Services that forms part of the order. Any additional terms contained in, referred to or attached to any purchase order or confirmation provided by the Customer shall be void and have no effect.
4.4 A Quotation will become binding on the parties once accepted by the Customer in accordance with clause 4.3.
5. Delivery and Risk
5.1 Manu Electronics will use all reasonable endeavours to deliver the Equipment to the destination specified in the Quotation on or before the delivery date set out in the Quotation. Delivery of Equipment is complete upon its arrival at the location specified in the Quotation.
5.2 Subject to availability and pricing, deliveries in the Sydney Metropolitan Area will be by Fastway Couriers, and Australia-wide by Toll Express or, for shipments over 5 kg, by TNT; and international deliveries will be by DHL or TNT Economy Express. Choice of courier is at the discretion of Manu Electronics.
5.3 Risk in the Equipment passes to the Customer when the Equipment is loaded at Manu Electronics’ Brookvale NSW premises of Manu Electronics for delivery to the Customer. Manu Electronics is not responsible nor liable for payment for damage to shipments that occurs whilst en-route from and to Manu Electronics and the Customer waives any claim against Manu Electronics with respect to such loss of damage.
5.4 Delivery dates represent an estimation in good faith of the date of delivery of the Equipment and are not binding on Manu Electronics. Under no circumstances shall Manu Electronics be liable for damages (including consequential special and incidental damages) for failure to deliver or delay in delivery howsoever occasioned.
5.5 If Manu Electronics is or may be unable to deliver the Equipment within a reasonable time or at all, Manu Electronics may at its sole discretion terminate the Quotation. In the event of termination, the Customer will be refunded the Price in full but otherwise shall not have, and waives in full, any other claim against Manu Electronics for any damage, loss or expense incurred as a result of such termination.
5.6 Manu Electronics reserves the right to deliver the Equipment by instalments and to invoice the Customer for each instalment of Equipment delivered where, in the opinion of Manu Electronics, it is reasonable to do so.
5.7 Failure by the Customer to pay any instalment, or any other amount when due, shall entitle Manu Electronics to withhold or delay delivery of any remaining Equipment.
6. Product specifications
6.1 Manu Electronics endeavours to ensure that the descriptions and specifications in relation to the Equipment are accurate in all material respects. However, photographs, drawings, illustrations, weights, dimensions and any other particulars accompanying, associated with or given in a Quotation, Documentation, descriptive literature or a catalogue are based on information provided by manufacturers and suppliers and, as such Manu Electronics does not guarantee that those descriptions and specification are accurate or free from errors or omissions. Manu Electronics reserves the right to make any necessary corrections to change product specifications, pricing and technical information of the Equipment without prior notice.
6.2 To the extent permitted by law, any performance data provided by Manu Electronics is an estimate only and Manu Electronics accepts no liability for any failure in the Equipment complying with such performance data.
6.3 Any information provided by Manu Electronics in relation to the performance of Equipment represents only a guide as to the performance of the Equipment under standard industry operating conditions.
7. Use of Equipment
7.1 The Customer acknowledges that it is the Customer’s responsibility to:
(a) check and test the Equipment for compliance with all relevant applicable standards and regulatory bodies, including but not limited to all Australian Standards, before use, on-sale or application; and
(b) assess whether the Equipment is fit for the purpose for which it is to be used by the Customer or end user.
7.2 The Customer:
(a) must install and operate the Equipment in accordance any Documentation and all applicable standards, regulations and guidelines, all recommendations and directions and good commercial practice; and
(b) is responsible for servicing and otherwise inspecting the Equipment and maintaining and replacing any consumable component of the
Equipment in accordance with the Documentation,
and acknowledges that Manu Electronics is not liable for any loss resulting from, or which would have been avoided but for, the Customer failing to comply with this clause.
8. Provision of Services
8.1 Where a Quotation includes the provision of Services, Manu Electronics agrees to:
(a) perform the Services using qualified personnel in a professional manner in accordance with the Quotation and generally applicable Australian standards and regulations; and
(b) perform the Services competently in a proper, diligent, efficient and professional manner.
9. Charges
9.1 The Customer will pay Manu Electronics the Price in respect of the supply of the Equipment, and the Charges in respect of the provision of the Services.
9.2 Unless specifically stated otherwise, all prices are manufacturer list prices ex-works (Brookvale NSW Australia), expressed net of any applicable freight and insurance charges, customs duty, and (for Australia only) GST, which shall be added to the amount to be paid by the Customer. Prices are subject to change without prior notice.
9.3 Account customers shall pay to Manu Electronics all Charges within thirty (30) days from the invoice date, unless otherwise agreed in writing, without reduction or deferment on account of any claim, counterclaim or setoff.
9.4 Payment shall be by Visa/Mastercard, direct deposit or, for approved customers, by cheque. Where payment is by Visa/Mastercard, Manu Electronics may at its sole discretion add a 2% merchant surcharge to the price. VISA/Mastercard orders are limited to AUD$3,000.00. Where payment is by Direct Deposit, the Customer shall fax or e-mail a payment advice to Manu Electronics on the day of the deposit, quoting the relevant invoice or Quotation number if available as a reference. International payments shall be by International Money Transfer/Electronic Funds Transfer with faxed or e-mailed payment advice.
9.5 Notwithstanding anything else appearing in the Agreement, all Charges shall immediately become due if the Customer fails to make any payment when due, becomes subject to the bankruptcy laws or enters into any composition with its creditors or enters into liquidation or suffers a receiver and manager to be appointed to all or part of its assets.
10. Property in Equipment purchased
10.1 Manu Electronics shall retain title to the Equipment until it has received payment in full for them.
10.2 Until the legal and equitable title to the Equipment passes to the Customer, the Customer shall:
(a) hold the Equipment as bailee of Manu Electronics returnable at will and without prior demand by Manu Electronics;
(b) upon demand by Manu Electronics immediately deliver up the Equipment to Manu Electronics; and
(c) hereby authorises Manu Electronics to enter without notice upon the premises upon which the Equipment are stored for the purpose of taking possession thereof.
10.3 The Customer shall be liable for any damage arising from or in connection with the recovery of possession of the Equipment by Manu Electronics.
11. Intellectual Property
11.1 The Intellectual Property Rights in any of the Equipment and the Services, and all documentation, drawings and specifications of the Equipment supplied under this Agreement are and shall remain the property of Manu Electronics.
11.2 The Customer must do all things that Manu Electronics reasonably requires to perfect Manu Electronics’ right, title and interest in and to the Equipment.
11.3 The Customer shall use reasonable endeavours to prevent any infringement of Manu Electronics’ Intellectual Property Rights in relation to the supply of the Equipment or the Services and shall promptly report to Manu Electronics any such infringement that comes to its attention.
12. Equipment Warranty and Limitation of Liability
12.1 Manu Electronics warrants that the Equipment and the Services will be free from defects in materials and workmanship under normal use as described in the Documentation for:
(a) 12 months from the date of dispatch to the Customer of new Equipment;
(b) 3 months for any component or Equipment repaired or replaced outside of any warranty period offered under 12.1(a) from the date of dispatch back to the Customer, provided that such warranty shall only apply to the repaired or replaced component and not the Equipment as a whole; and
(c) 30 days from the date of completion of the Services, in relation to the provision of any Services,
(Limited Warranty).
12.2 This Limited Warranty will apply, as it relates to Equipment, only if the Customer has purchased the Equipment from Manu Electronics or its authorised resellers.
12.3 To the extent permitted by Australian Consumer Law and any applicable local law:
(a) Manu Electronics’ obligations under this Limited Warranty is limited to the repair, replacement or refund of covered parts that prove defective under normal use during the Limited Warranty and does not extend to any claim for damages that the Customer or any other person may have for any loss (including without limitation consequential damages or loss of profit, freight/shipping or travel costs other than pursuant to clause 12.5), or damage howsoever caused whether or not such loss or damage arises as a result of any defect in the Equipment or Services or from the failure or omission on Manu Electronics’ part to comply with any obligation at law;
(b) in replacing a defective product under the Limited Warranty, Manu Electronics may, at its discretion, substitute a model of equivalent nature where the exact model is unavailable;
(c) this Limited Warranty does not apply to damage caused by failure and damage caused by improper installation by the Customer or its personnel or any other third party, improper use and abuse, fair wear and tear, accidents, misuse (including failure to follow instructions regarding care and maintenance of the Equipment), neglect, disassembly, alterations or external causes such as, but not limited to, water damage, exposure to excessive force, anomalies in the electrical current supplied to the Equipment, and extreme thermal or environmental conditions that exceed those set out in the Documentation;
(d) Manu Electronics may elect, at its discretion and as an alternative to repairing or replacing a defective part to refund the cost of the relevant Equipment upon it being returned to Manu Electronics; and
(e) this Limited Warranty does not extend to:
(i) any products acquired for the purposes of re-supply, or for use in manufacturing or repair processes; or
(ii) the provision of any services by Manu Electronics, and to the extent permitted by law, Manu Electronics expressly disclaims any liability with respect to the provision of any services to the customer.
12.4 This warranty may be claimed by returning the product to its place of purchase, with a detailed proof-of-purchase clearly showing the date and detail of the purchase.
12.5 If after examination, Manu Electronics is satisfied that the Customer has a valid warranty claim, then Manu Electronics will be liable pay for transportation charges return leg back to the Customer only (method and courier selected by Manu Electronics).
12.6 For Equipment repaired under warranty, the Warranty Period for repaired or replaced parts shall not exceed the warranty period applicable to the Equipment originally delivered.
12.7 If the Australian Consumer Law applies to the supply of goods or services under this Agreement, Manu Electronics acknowledges and agrees that its goods and services also come with a guarantee that cannot be excluded under the Australian Consumer Law, and that the following mandatory notice under section 102(1) of the Australian Consumer Law that must be provided to the Customer will apply:
Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:
• to cancel your service contract with us; and
• to a refund for the unused portion, or to compensation for its reduced value.
You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.
12.8 This Limited Warranty is the sole and exclusive warranty as regards products sold, and Services delivered, by Manu Electronics and all other express or implied warranties or implied representations are to the extent permitted by law, excluded.
13. Refunds and returns
13.1 To the extent permitted by law, Manu Electronics will only replace returned Equipment if:
(a) the Equipment is defective and the Customer complies with the provisions of clause 12; or
(b) Manu Electronics agrees in writing, at its discretion, to accept the return of the Equipment.
13.2 Where Manu Electronics have agreed to replace or refund any Equipment (whether defective or not), the Customer must:
(a) pack the Equipment in their original packaging, including any accessories, manuals, documentation or registration shipped or supplied with the Equipment;
(b) return the Equipment to Manu Electronics either in-store, or via courier in their original condition, where original condition means the Equipment has not sustained any damage and have not been fitted or installed; and
(c) bear any costs associated with returning the Equipment to Manu Electronics.
13.3 If, at its absolute discretion, Manu Electronics agrees to accept the Equipment in the case of a change of mind, Manu Electronics may issue a replacement of the Equipment or a refund.
13.4 All Equipment must be returned in their original condition. All postage and insurance costs are to be incurred by the Customer. Any freight or delivery costs paid on the original Quotation is non-refundable.
13.5 Where the Equipment is refunded due to a change of mind, Manu Electronics may charge the Customer an additional re-stocking charge of the returned Equipment.
14. Indemnity
14.1 The Customer indemnifies, defends and holds harmless Manu Electronics, its employees, officers, authorised representatives and agents (Indemnified Parties) against any claim or proceeding that is made, threatened or commenced, and any liability, loss, damage or expense (including reasonable legal costs on a solicitor and own client basis) that the Indemnified Parties may incur or suffer as a direct or indirect result of:
(a) the Customer’s non-payment of the Price or any additional service fees;
(b) any use of the Equipment which is inconsistent with the Documentation provided;
(c) the Customer’s negligent acts or omissions; or
(d) any claims brought by or on behalf of a third party relating to any act or omission by the Customer.
15. Force Majeure
15.1 Manu Electronics will not be liable for any loss or damage suffered by the Customer due to any delay or any breach or default under the Agreement in circumstances where such delay, breach or default results from causes beyond Manu Electronics’ reasonable control including but not limited to any beach or default under the Agreement by the Customer, compliance with any laws, regulations, orders, acts, instructions or priority requests of governments, acts of God, fires, floods, weather, strikes, lockouts, factory shutdown or alterations, embargoes, wars, riots, delay or shortage in transportation or inability to obtain labour, manufacturing facilities, electricity or other materials from Manu Electronics’ usual sources.
16. Dispute Resolution
16.1 The Agreement shall be governed by the laws of the State of New South Wales and the parties shall submit to the jurisdiction of the Courts of that State.
16.2 Prior to the institution of any legal proceedings, or any referral to arbitration, any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination of invalidity of it shall first be the subject of mediation administered by a mediator agreed to by both parties. In the event that the parties fail to agree on a mediator within fourteen (14) days of written notification of a dispute, controversy or claim, then mediation shall be administered by the Australian Commercial Disputes Centre Limited (ACDC).
16.3 In the event that the dispute, controversy or claim has not been resolved within twenty-eight (28) days after the appointment of the mediator (or such other period as agreed to in writing between the parties), the dispute, controversy or claim, at the election of either party, may be submitted to arbitration, administered by ACDC. The arbitrator shall not be the same person as the mediator and shall be agreed between the parties from a panel suggested by ACDC, or, failing agreement, an arbitrator appointed by ACDC.
16.4 Any mediation or arbitration meetings shall be held in Sydney, Australia.
17. Notices
17.1 If any condition in these Terms and Conditions of Sales requires the Customer to give notice in writing, the Customer can send this to Manu Electronics by post or email at the address set out on the Website. Manu Electronics will confirm receipt of this by contacting the Customer in writing, normally by email.
18. General
18.1 Manu Electronics may amend or vary these Terms and Conditions of Sale at any time by written notice to the Customer. If the Customer continues to accept Quotations after receiving notice of the updated terms the Customer will be deemed to have accepted the updated terms.
18.2 If any provision or paragraph of this document is determined to be illegal and unenforceable it shall not affect the enforceability of any other provision or paragraph of this document.
18.3 Headings are included for ease of reference and do not form part of or effect interpretation of these conditions.
