Auto Test
Auto Test
61-63 Parsons St
Kensington VIC 3031
Australia
Ph: +613 88403000
[email protected]
QUOTATION ABN 47 005 712 005
MVPI
Quotation Date
6601 Ali Al Fazari_Al Munsiyah 3683
22/08/2022
Riyadh, Riyadh 13253-
Saudi Arabia Quotation No
22083
Ship To: MVPI
6601 Ali Al Fazari_Al Munsiyah 3683
Riyadh, Riyadh 13253-
Saudi Arabia
Ship Via Customers Account
1. APPLICATION OF THESE CONDITIONS Except to the extent otherwise required by law (including, without limitation, the Australian Consumer Law) or as
These conditions, subject to any variations we agree to in writing, apply to all supplies made by the company expressly set out in these Terms & Conditions, Autotest Products will not be liable to you, or any other person, for
specified in the invoice or the contract as the supplier to the entity specified in the invoice or the contract as the
any loss, damage, cost or expense suffered as a direct or indirect result of cancellation of your Order, whether in
purchaser. These conditions, in their present form or as changed, pursuant to these conditions, together with the contract, negligence or otherwise.
relevant credit application form (if applicable), invoices and Purchase Orders exchanged between the parties form 10. FORCE MAJEURE
the contract. 10.1 Neither party is liable for any Loss incurred by the other party as a result of any delay or failure to observe
2. INCONSISTENCIES any of these conditions (other than an obligation to pay money) as a result of any circumstance beyond the
Where the supply purports to be made on or subject to terms and conditions other than these conditions, the party’s control, including but not limited to any strike, lock-out, labour dispute, fire, flood, accidental or malicious
Purchaser agrees that such other terms and conditions are disregarded and form no part of the Contract unless the damage or breakdown in machinery. The party affected must notify the other party as soon as possible of such
Supplier agrees otherwise in writing. circumstance.
3. ACKNOWLEDGMENT 10.2 During the continuance of such circumstance the obligations of the party affected, to the extent they are
The Purchaser acknowledges and agrees that: affected by the circumstance, are suspended and resume as soon as possible after the circumstance has ceased
3.1 the Supplier’s liability under these conditions falls solely on the Supplier; and to have effect.
3.2 the obligations the Purchaser accepts and warranties the Purchaser makes are accepted and made for the 11. SUPPLIER’S LIABILITY
benefit of the Supplier and all of the Supplier’s related bodies corporate. 11.1 Nothing in these conditions is to be interpreted as having the effect of excluding, restricting or modifying any
4. ACCEPTANCE OF PURCHASE ORDERS AND FORECASTS statutory guarantee, condition or warranty, or right or liability implied by any applicable legislation into the
4.1 The Supplier will only accept Purchase Orders which are accompanied by a purchase order number. The Contract, if such exclusion, restriction or modification would be void or prohibited by the legislation.
Supplier reserves the right to refuse acceptance of any Purchase Order. Any quotation given by the Supplier lapses 11.2 To the extent that the Supplier breaches any statutory guarantee, condition or warranty implied into the
if not accepted by the Purchaser within 90 days. Contract and which cannot be excluded or modified, the Supplier’s liability is limited to, at the Supplier’s
4.2 If the Purchaser has provided the Supplier with a forecast of future requirements it acknowledges that the discretion:
Supplier will be entitled to rely on the accuracy of such forecast(s) for the purpose of ordering raw materials and a) in the case of Goods:
arranging its resources so as to be able to meet those forecast requirements. i.) replacement of the Goods or supply of equivalent Goods;
4.3 If any such forecast is materially inaccurate the Supplier shall be entitled to invoice the Purchaser for all costs, ii.) payment of the cost of replacing the Goods or acquiring equivalent Goods;
expenses or losses which result from the Supplier having relied on the inaccurate forecast. Such invoice will be iii.) repair of the Goods; or
subject to the normal terms of payment applying to the Purchaser. iv.) payment of the cost of having the Goods repaired; or
4.4 In any event, the Supplier shall be entitled to invoice the Purchaser for all finished Goods made to forecast and b) in the case of services, to:
not ordered by the Purchaser within 3 months of manufacture. Such invoice will be subject to the normal terms of i.) supply of the services again; or
payment applying to the Purchaser. ii.) payment of the cost of having the services supplied again.
11.3 Subject to (a) and (b) above, the Supplier is not liable to the Purchaser (or to any third party claiming through
5. TERMS OF PAYMENT the Purchaser) for any Loss caused by any act or omission of the Supplier, its employees or agent, and whether
Normal Terms of payment are cash with order, COD unless credit terms have been approved by the Supplier in based on negligence, tort, contract or otherwise. Under no circumstances shall the Supplier be liable for indirect
writing. If credit is satisfactorily established, invoices will be paid on or before the last business day in the month of or consequential losses.
the invoice date (without deduction or set-off of any kind) unless otherwise agreed to by the Supplier in writing.
12. INTELLECTUAL PROPERTY
If use of credit card is approved, then payment is due on the date of invoice. In the event payment is not received
by the due date the Supplier reserves the right to charge interest at the 90-day Bank Bill Swap Bid Rate (as quoted Any technical information, knowledge or processing methods at any time transmitted either orally or in writing by
on ASX at 11 am) plus 5% commencing from the due date of payment in respect of all the Purchaser’s the Supplier to the Purchaser shall remain the property of the Supplier and shall be considered absolutely
indebtedness which is overdue. Any interest so levied shall accrue on a daily basis and shall accrue until all monies confidential by the Purchaser who shall not use them for any purpose nor sell transfer or divulge them in any
owing are paid in full. The Purchaser shall also be liable to pay all expenses, legal costs on a solicitor and own manner to anyone without the prior written consent of the Supplier. The Purchaser warrants that the use by the
client basis, of the Supplier in relation to obtaining remedy of the failure to comply. Supplier of any designs or instructions supplied by the Purchaser will not infringe the patents, trade marks,
The Customer agrees that it shall not defer or withhold payment or deduct any amount from the account of the designs or copyright (”intellectual property”) of any other person and the Purchaser agrees to indemnify the
Company by reason of any claim it alleges against the Company. Supplier against any claim relating to or arising from the infringement of any intellectual property of any other
The Customer agrees to the following incidental additional costs being charged pursuant to the applicable payment person. If at any time a claim is made against the Supplier or the Supplier becomes aware that a claim is likely to
method (via either Credit card, PayPal or Credit Account) from the time the event which gives rise to the costs be made against the Supplier for infringing any intellectual property or contributing to any such infringement by
occurs: the Supplier or any other person as a result of supplying Goods, the Supplier may immediately terminate or
suspend this Contract.
6. DEFAULT
13. QUANTITY AND QUALITY TOLERANCES
If the Purchaser defaults in payment, or an application is made to a court to wind up the Purchaser, or a receiver or
administrator is appointed to manage the affairs of the Purchaser, or the Purchaser is in material breach of the Where the Purchaser supplies specifications to the Supplier, any Goods not varying in the specification stipulated
Contract, then the Supplier may terminate the Contract or any Purchase Order immediately and may recover from by the Purchaser by more than the established industry tolerance must be accepted by the Purchaser as
the Purchaser, at a minimum, reasonable compensation for materials purchased and ordered and labour expended complying with the Contract.
in complying with the Purchase Orders. 14. PRICE VARIATION
7. DELIVERY AND RISK Any addition or change to the specifications of the Goods must be agreed in writing by both the Supplier and the
7.1 While the Supplier will use all reasonable endeavours to deliver by the date specified in the Purchase Order, it Purchaser and may result in a price variation in accordance with paragraph 13.
does not unless otherwise agreed in writing guarantee delivery on that date and is not liable for any Loss resulting 15. TAX AND DUTIES
from late or early delivery. Delivery of the Goods shall be effected when the Goods are loaded to the delivery The Purchaser is liable for all taxes (including GST), duties, levies and other government fees and charges in
vehicle or placed on the Purchaser’s or the Purchaser’s agent’s nominated carrier. If no date for delivery has been relation to the Goods. Unless specified otherwise, prices quoted do not include such taxes (including GST),
specified, then the Goods shall be supplied to the Purchaser and the Purchaser shall receive the Goods as soon as duties, etc.
practicable after the Purchase Order has been accepted by the Supplier and the Goods have been manufactured. 16. GOODS AND SERVICES TAX
7.2 Risk in the Goods passes to the Purchaser at the time of delivery. Delivery to the Purchaser is deemed to occur 16.1 If, and to the extent, any supply of the Goods under the Contract is a taxable supply within the meaning of
at the time of delivery to the Purchaser, its agent or carrier. the GST Law, the price for the Goods will be increased to include GST payable by the Supplier in respect of the
8. SUPPLIERS RIGHTS supply.
8.1 The Supplier’s rights under this clause 8 secure: 16.2 All rebates, discounts or other reductions in price will be calculated on the GST exclusive price.
a) the Supplier’s right to receive the price of all Goods sold under this Contract; 16.3 The parties agree that:
b) all other amounts owing to the Supplier under this Contract or any other contract. a) the parties must be registered persons within the meaning of the GST Law; and
8.2 All payments received from the Purchaser must be applied in accordance with section 14(6)(c) of the PPSA b) the Supplier must provide tax invoices and if applicable adjustment notes to the Purchaser in the form
Act. prescribed by or for the purposes of the GST Law can be claimed
8.3 The Purchaser agrees that legal title and property in the Goods is retained by the Supplier until payment is 17. CLAIMS
received in cleared funds from the Purchaser of all sums owing to the Supplier, whether under the Contract or Any claim by the Purchaser arising out of the Contract must be made in writing and may be delivered by post,
otherwise. The Purchaser must keep the Goods separate from other goods and store the Goods so that they are hand delivery, facsimile or email as soon as practicable after discovery by the Purchaser of the problem and in
readily identifiable as those supplied by the Supplier. any event no later than 14 days after delivery of the Goods. To the extent the Supplier can identify the Goods and
8.4 The Purchaser must not sell the Goods except in the ordinary course of the Purchaser’s business. the date of manufacture the Purchaser must supply a sample and information if requested. The Supplier has the
8.5 If the Purchaser fails to pay by the due date any amount owing to the Supplier, the Supplier may (without right at any time within 14 days after receipt of the claim to inspect the relevant Goods. If the Purchaser disposes
prejudice to any of its other rights) recover and resell any of the Goods in which property has not passed to the of any of the Goods within the 14-day period, except with the written consent of the Supplier, all claims in respect
Purchaser. In addition to any rights the Supplier may have under Chapter 4 of the PPSA Act, the Supplier may, of the Goods disposed of are deemed to have been waived by the Purchaser.
without notice, enter any premises where it expects the Goods may be located and remove them without 18. CONFIDENTIALITY
committing a trespass, and the Purchaser authorises the Supplier to enter onto the premises where the Goods are Unless required by law or otherwise agreed, the Purchaser must keep confidential all information it receives from
kept to take possession of the Goods for that purpose at any time. The Purchaser also indemnifies the Supplier the Supplier which relates to the Goods, the Supplier’s business or any services the Supplier provides and any of
from and against all Loss suffered and or incurred by the Supplier as a result of exercising its rights under this the Supplier’s intellectual property (including without limitation any formulations), other products or processes
clause 8. If there is any inconsistency between the Supplier’s rights under this clause 8 and its rights under Chapter except to the extent that information is in the public domain.
4 of the PPSA, this clause 8 prevails.
8.6 The Purchaser acknowledges and warrants that the Supplier has a security interest (for the purposes of the 19. INSURANCE
PPSA) in the Goods and any proceeds until title passes to the Purchaser in accordance with this clause 8. The Unless otherwise instructed by the Purchaser in writing or included in a written quotation or price list by the
Purchaser must do anything reasonably required by the Supplier to enable the Supplier to register its security Supplier, insurance cover for the Goods in transit will not be arranged by the Supplier. Instructions for insurance
interest with the priority the Supplier requires and to maintain that registration. cover will only be accepted in writing at the time the Goods are ordered. The Supplier is not obliged to give the
8.7 The security interest arising under this clause 8 attaches to the Goods when the Purchaser obtains possession Purchaser a notice referred to in Section 39, Goods Act 1958 (Vic) (or any equivalent legislation).
of the Goods and the parties confirm that they have not agreed that any security interest arising under this clause 8 20. TRANSPORT
attaches at any later time. If the Purchaser requests delivery by means other than the means normally used by the Supplier, then the
9. CANCELLATIONS Purchaser must pay all additional costs associated with the means chosen. If, within 4 weeks after the Goods are
Any request by the Purchaser for cancellation of a Purchase Order must be in writing and may be delivered by available for dispatch, the Supplier is unable or finds it impractical to transport the Goods by the means chosen,
post, hand delivery or facsimile or email. The Purchaser is liable to reimburse the Supplier for the costs it has the Supplier may transport the Goods by any means it considers suitable and will advise the Purchaser
incurred for labour and materials in fulfilling the Purchase Order up to the date the request for cancellation is accordingly.
received and acknowledged by the Supplier. 21. OTHER DELIVERY PROVISIONS
Unless otherwise permitted under these Terms & Conditions Orders, once accepted, may not be cancelled or 21.1 Delivery may be made in one or more lots and at different times and by separate deliveries or shipments.
varied otherwise cancellation and variation fees may apply. Each lot must be accepted and paid for, notwithstanding any late delivery or non-delivery of any other lot. If the
You cannot cancel an Order once Goods have shipped in any circumstances. Special Orders cannot be cancelled. Supplier allows the Purchaser to nominate a delivery date, such date may not be more than 60 days after the
If we cancel your Order after acceptance, we will send you an e-mail notifying you of that cancellation. If we do, we expected date of manufacture of the Goods, as advised by the Supplier to the Purchaser.
will refund any money paid in respect of that Order unless an amount paid is subject to be forfeited (such as the 21.2 If the Purchaser is unable or unwilling to accept delivery on or before the nominated delivery date, or if no
non-refundable deposit for Special Orders). delivery date is nominated and the Purchaser is unable to accept delivery when the Supplier gives notice that the