Terms and Conditions of Quotation and Sale

The following Terms and Conditions of Quotation and Sale are applicable to the provision of all goods and / or services rendered by Ringway Holdings Pty Ltd T/A Ringway Control & Automation (RCA)

ACCEPTANCE OF QUOTE
1. The Supplier, RCA, will deem the quote has been accepted by the Purchaser upon receipt of an official Purchase Order (PO).
2. Upon placement of an order the Purchaser will be bound to proceed with the purchase, unless expressly agreed to in writing by RCA
3. RCA will not be bound by any terms or conditions expressed or implied by the Purchaser unless agreed to in writing and signed by an authorised RCA representative prior to acceptance of the RCA quote. Any such additional terms will be of no force or effect against RCA.
4. If the Purchaser requested or RCA deems there to be a variation in the scope of supply of goods and / or services, then a new quote for this variation must be accepted by the Purchaser with another PO or an officially amended PO before RCA will proceed with these variations.
SUPPLY AND DELIVERY
1. The Purchaser acknowledges and agrees that RCA will not arrange for, organise, or supply insurance for goods and / or services, as all goods and / or services are supplied Ex Works from RCA premises.
2. Deliveries will be made during normal business hours and at the cost and risk of the Purchaser. In the event the Purchaser, or their agent, is not onsite to accept delivery, then the driver’s signature with the date, time and location of delivery will be deemed as acceptance of delivery.
3. If a date for delivery is nominated by the Purchaser, RCA is not bound to deliver by that date unless RCA has expressly agreed in writing to do so. In such cases RCA agrees to use all reasonable endeavours to deliver by the relevant date. RCA is excused from any failure to deliver which is contributed to by causes beyond RCA reasonable control and the delivery time will be extended commensurately. Delay in delivery or completion will not constitute a breach of this Agreement, nor will it affect any other provisions in this Agreement to RCA disadvantage.
4. It is the responsibility of the Purchaser to carefully inspect the goods immediately after delivery and to assess any services rendered. Any claims with respect to damage, shortage or defect will only be considered if made via phone and / or in writing within 7 days of supply.
5. Some orders will require payment in full prior to proceeding or percentages paid as the order progresses. This will be advised at the time of quoting. The Purchaser acknowledges these funds may be non-refundable.
PRICING AND PAYMENT
1. All supplies are made at current pricing at the time of quote acceptance in $AUD, unless otherwise stated by RCA. All goods and / or services are quoted ex GST and Free on Truck (FOT). Any costs and charges associated with freight and handling at the point of delivery are solely the responsibility of the Purchaser or their agent, unless agreed to in writing at the time of quoting.
2. All quotes are valid strictly 30 days from quote date.
3. Where RCA has provided a credit trading account the Purchaser must pay RCA the price in relation to each purchase as set out in the corresponding tax invoice. Payment terms are strictly 30 days from invoice date unless agreed to in writing between RCA and the Purchaser.
4. RCA may refuse to grant, or withdraw, credit trading facilities to the Purchaser at any time without notice. Without limiting RCA right to withdraw credit, RCA reserves the right to place on hold both the account and any supply until the Purchaser returns their account to within the agreed credit trading terms, as per 3.3. Where credit has not been extended to the Purchaser or is otherwise suspended or withdrawn, then the Purchaser must pay for the goods and / or services in full prior to their release by RCA.
PASSING OF TITLE
1. RCA reserves the following rights in relation to all goods and / or services supplied to the Purchaser until all outstanding amounts are paid in full:
  a) title of all goods; and
  b) entry into the Purchasers premises (or their agent where the goods are located) without liability for trespass or any resulting damage in the repossession of the goods; and
  c) to keep or resell any goods repossessed pursuant to clause 4.1b
2. If the Purchaser:
  a) resells the goods; or
  b) sells products produced using the goods; then
  c) the Purchaser must hold an amount of the proceeds of the sale reflective of the outstanding amount owed to RCA in a separate identifiable account as the beneficial property of RCA. The Purchaser must pay such amount to RCA upon request.
WARRANTIES AND LIABILITIES
1. RCA promises that all goods that RCA supplies to the Purchaser will, at the time they are ready to be delivered to the Purchaser, conform to the specifications published by RCA for those goods as at the date of delivery. All other warranties and conditions, including those implied by law, relating to quality, fitness for purpose and descriptions are, to the fullest extent permitted by law, excluded.
2. Notwithstanding any of the above, the parties agree that RCA will, under no circumstances, be liable to the Purchaser for any indirect or consequential loss, loss of income, profit, or opportunity or for any contingent, consequential direct / indirect special, or punitive damages arising out of or in conjunction with this Agreement, at law or in equity.
3. RCA’s liability / obligations to honour any claim under or in connection with this Agreement do not extend to rectification of defects, loss or damage which is caused or contributed to by use or operation of any part of the goods or completed services otherwise than in accordance with guidelines supplied by RCA, or under normal working conditions. RCA will also not be liable for defects, loss or damage arising out of or in connection with the misuse, neglect, or wilful destruction of any part of the goods or completed services as a result of continued use of any parts or completed services after a defect has been detected or ought to have been detected.
4. RCA does not guarantee the performance of the goods if they are not used by the Purchaser in accordance with the relevant product information guidelines and instructions specific to that product.
FORCE MAJEURE
1. A Force Majeure event means anything outside reasonable control of a party, including but not limited to:
  (a) Power, data, or communications outages.
  (b) Acts of God or public emergency, national emergencies, radioactive contamination, pandemic, health emergency of international concern, insurrections, riot, hostile or warlike action or sabotage.
  (c) A transport embargo.
  (d) Industrial action (including a picket); and
  (e) Any legislation or regulation and any action or any government or government agency
2. If any party is wholly or partially unable to perform its obligations because of a Force Majeure event, except for its obligation to pay money, then;
  (a) As soon as reasonably practicable after the Force Majeure event arises, the party must notify the other party of the extent to which the notifying party is unable to perform its obligations, and
  (b) That party’s obligations to perform will be suspended for the duration of the delay arising directly out of the Force Majeure event.
PROJECT MANAGEMENT
1. Where applicable, a Hold Point in a project indicates an identified point beyond which RCA shall not proceed without written authorisation from the Purchaser.
2. Hold Points shall apply as follows:
  a) Review of Electrical Schematics pre manufacture
  b) Review of System Design Specification
  c) System Test Specification
  d) As required in the Contract
  e) On request of a remedial action or design change by the Purchaser
3. Where a hold point occurs during the project a period of review commensurate with the point shall be afforded.
4. A total of two reviews by the Purchaser will be allotted for each Hold Point. After expiration of the two reviews any additional changes will be deemed out of scope and a variation issued with associated cost.
GENERAL
1. If any provision of this Agreement is or becomes illegal, unenforceable, void, or invalid, it is to be treated as being severed from this Agreement, but the rest of the Agreement will not be affected.
2. This Agreement contains the entire agreement between the parties as at the date of the Agreement with respect to its subject matter and supersedes all prior agreements and understandings between all parties in connection with it.
3. Nothing in this Agreement will be deemed to constitute a partnership, joint venture, agency, or other form of fiduciary relationship between RCA and the Purchaser and neither RCA nor the Purchaser has the power to bind the other except as expressly authorised by this Agreement.