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Welcome!
Introduction
- In these terms:
'Midwich Australia Pty Ltd.' means Midwich Australia Pty Ltd. ABN 82 082 281 543;
'Products' means the products and / or services supplied, or proposed to be supplied, by Midwich Australia Pty Ltd. to you;
'you' and 'your' means the company and / or person to whom the products and / or services are supplied or proposed to be supplied to. - These terms and conditions, together with the Midwich Australia Pty Ltd. Warranty Policy:
- govern the sale of products by Midwich Australia Pty Ltd. to you to the exclusion of all other terms and conditions including any terms or conditions that you may purport to apply under any purchase order or similar document;
- May only be altered in writing signed by Midwich Australia Pty Ltd.; and
- Will be governed by the laws of New South Wales and you agree to submit to the non-exclusive jurisdiction of the courts of that state.
- Quoted prices are valid for 30 days from the date of written quotation. Midwich Australia Pty Ltd. will not accept any responsibility relating to the suitability of its quoted products, services or system designs where inaccurate or incomplete information has been provided by you.
- Unless specified otherwise, all prices quoted by Midwich Australia Pty Ltd. and listed in Midwich Australia Pty Ltd.'s price lists are in Australian dollars and do not include any other costs and charges associated with the purchase, such as delivery or freight charges, insurance, duties and taxes (including without limitation any custom duties or products and services tax). You are liable to pay all such other costs and charges not included in the price.
- At any time prior to delivery, Midwich Australia Pty Ltd. may notify you of any increase in the price of the products and / or service to reflect any increase in the cost to Midwich Australia Pty Ltd. due to factors occurring after the acceptance of the order by Midwich Australia Pty Ltd. which are beyond Midwich Australia Pty Ltd.'s reasonable control (including without limitation, foreign exchange fluctuations, insurance, taxes, duties, cost of labour, materials and other manufacturing costs). You may cancel any order affected by such notice within 3 days of receipt of the notice of a price increase.
- Midwich Australia Pty Ltd. reserves the right to accept or decline any order (including orders made pursuant to a quotation by Midwich Australia Pty Ltd.) in whole or in part.
- Once accepted by Midwich Australia Pty Ltd., an order may only be cancelled with the written consent of Midwich Australia Pty Ltd.. If you cancel an order, you must pay the cancellation fee (if any) and indemnify Midwich Australia Pty Ltd. for any loss or damage Midwich Australia Pty Ltd. suffers as a result.
- In no circumstances will Midwich Australia Pty Ltd. be liable to supply superseded or discontinued products.
- Where products are conveyed by Midwich Australia Pty Ltd.'s carrier, risk passes to you on delivery at your nominated address. Where products are conveyed by your nominated carrier, risk passes to you on delivery to your nominated carrier.
- Midwich Australia Pty Ltd. retains all ownership and title to all products sold to you until Midwich Australia Pty Ltd. receives full payment (in cleared funds) for the products and or services sold and for any other debts owing by you to Midwich Australia Pty Ltd. whether in relation to this contract or any other contract or account (Customer’s Debts).
- Until Midwich Australia Pty Ltd. receives full payment (in cleared funds) for the products and or services sold and for all Customer’s Debts: a. title to the products will not pass to you; b. You hold the products as bailee of Midwich Australia Pty Ltd.; c. you owe fiduciary obligations to Midwich Australia Pty Ltd.; an
- Midwich Australia Pty Ltd. accepts credit card payments. Upon registration of a credit card account, you must provide Midwich Australia Pty Ltd. a written authorisation to debit your credit card for all charges. Credit card payments will incur an additional charge of 2.5%.
- Midwich Australia Pty Ltd. will invoice you the price of the products: a. quoted (if the order is placed pursuant to a valid quote by Midwich Australia Pty Ltd. and Midwich Australia Pty Ltd.'s quotation number was specified on the order); or b. listed in Midwich Australia Pty Ltd.'s price list current at the time of the order, Plus any delivery or freight charges, insurance, duties and taxes payable by Midwich Australia Pty Ltd. in relation to the purchase.
- You must pay Midwich Australia Pty Ltd.'s invoices within the agreed terms of your trading account, or such other date as may be specifically agreed with Midwich Australia Pty Ltd., Midwich Australia Pty Ltd. may, at its discretion, charge default interest on amounts owing, but not paid, at the rate charged by the Commonwealth Bank of Australia to its customers on overdrafts in excess of $100,000 plus 2% from the date when such payment fell due unless Midwich Australia Pty Ltd. specifically agrees to an extension of time for payment.
- Customers who have not opened a trading account with Midwich Australia Pty Ltd. (or whose trading accounts have been suspended or revoked) must pay for all products and or services supplied prior to delivery, or at the time of collection. This payment must be by credit card (see conditions below), direct deposit into Midwich Australia Pty Ltd.’s account or company cheque by prior approval.
- Trading terms for approved customers will be set by Midwich Australia Pty Ltd. after reviewing your credit application and responses supplied by your trade referees. Midwich Australia Pty Ltd. will provide a written statement of the trading terms upon establishment of your trading account.
- Customers not complying with payment terms will have their account suspended and / or revoked and will only be able to purchase from Midwich Australia Pty Ltd. on a payment prior to delivery basis.
- Midwich Australia Pty Ltd. reserves the right to suspend and/or revoke any trading account opened with a customer at any time and for any reason, at Midwich Australia Pty Ltd.'s discretion.
- Without limiting Midwich Australia Pty Ltd.'s right to suspend or revoke trading accounts at any time and for any reason, in order to ensure your trading account with Midwich Australia Pty Ltd. is kept ‘active’, your account must be used at least once in any twelve (12) month period. In addition, you must spend a minimum of $2,000 per annum through your account. If your trading account is inactive for a period of six months, or your annual spend does not reach the minimum spend level, your trading account will become dormant and your account status will be amended to ‘pre-pay’. This will result in any trade purchases made by you being paid in full prior to any orders being shipped. 20. Should your account trade outside of your normal credit terms i.e. payment not made by due date, your account will be placed on credit hold. Should this occur Midwich Australia Pty Ltd. will advise you in writing that your account is suspended pending payment of outstanding invoices. Once advised, orders that you have pending in the system may be suspended if your account is not brought into order within 48 hours
- Midwich Australia Pty Ltd. accepts credit card payments. Upon registration of a credit card account, you must provide Midwich Australia Pty Ltd. a written authorisation to debit your credit card for all charges. Credit card payments will incur an additional charge of 2.5%.
- Midwich Australia Pty Ltd. will invoice you the price of the products: a. quoted (if the order is placed pursuant to a valid quote by Midwich Australia Pty Ltd. and Midwich Australia Pty Ltd.'s quotation number was specified on the order); or b. listed in Midwich Australia Pty Ltd.'s price list current at the time of the order, Plus any delivery or freight charges, insurance, duties and taxes payable by Midwich Australia Pty Ltd. in relation to the purchase.
- 23. You must pay Midwich Australia Pty Ltd.'s invoices within the agreed terms of your trading account, or such other date as may be specifically agreed with Midwich Australia Pty Ltd., Midwich Australia Pty Ltd. may, at its discretion, charge default interest on amounts owing, but not paid, at the rate charged by the Commonwealth Bank of Australia to its customers on overdrafts in excess of $100,000 plus 2% from the date when such payment fell due unless Midwich Australia Pty Ltd. specifically agrees to an extension of time for payment.
- 24. Delivery dates are estimates only and Midwich Australia Pty Ltd. is not liable for any loss or damage whatsoever arising if products are not delivered by the quoted date. You must make all arrangements necessary to take delivery of the products whenever they are tendered for delivery.
- You must inspect all products on delivery and must notify Midwich Australia Pty Ltd. in writing of any damage or failure to comply with the order or invoice within fourteen (14) days from the date of delivery. If no notice is received from you within fourteen (14) days from the date of delivery, you will be deemed to have accepted the products and Midwich Australia Pty Ltd. will not have any liability to you in respect of the products, except in accordance with these terms.
- Unless required by law, Midwich Australia Pty Ltd. reserves the right not to accept any return of products in its absolute discretion. Notwithstanding, all return of products must be approved in writing by Midwich Australia Pty Ltd. and are subject to the following terms.
- All requests to return DOA products must be made within 7 days of delivery of products to you.
- Without limiting its rights not to accept returns under clause 27, Midwich Australia Pty Ltd. will NOT accept returns for products that are: a. custom made, made in accordance with your specifications, made by special order or non-standard products; b. not in their original shape, form or condition; c. damaged by abnormal use, faulty maintenance or not used or maintained according to the manufacturer's or Midwich Australia Pty Ltd.'s instructions; d. expressly sold on a non-return basis; or e. damaged during the installation or fitting process.
- Where products are returned without Midwich Australia Pty Ltd.'s prior written approval, they will not be accepted and will be returned to you at your expense.
- Unless otherwise agreed by Midwich Australia Pty Ltd. in writing, all approved returns: a. must be made freight prepaid at your expense and risk and are subject to final inspection by Midwich Australia Pty Ltd.; b. must be packed in their original packaging and be suitable for immediate resale; or restocking fees may apply c. Midwich Australia Pty Ltd.'s return approval reference and the reason for the return of the products; andWATER d. Will be subject to a restocking and handling fee to be determined by Midwich Australia Pty Ltd. up to a maximum of 20% of the price of the products.
- Until the products have been returned to and inspected by Midwich Australia Pty Ltd.,
Midwich Australia Pty Ltd. will be entitled to retain the full price of the products.
Default
- You are in default if: a. you fail to pay any amount owing to Midwich Australia Pty Ltd. when due; b. you breach any of these terms; c. you cease to carry on business; d. you cease to be able to pay your debts as they become due; e. you take any step to enter into an arrangement with your creditors; f. any step is taken to appoint a receiver, liquidator, administrator or other like person over the whole or any part of your assets or business; or g. Midwich Australia Pty Ltd., in its sole and unfettered discretion, is of the view that your financial condition is unsatisfactory.
- If you are in default, Midwich Australia Pty Ltd. may immediately do any or all of the following (in addition to claiming damages and any other rights it may have): a. require you to pay all amounts due but unpaid (together with any accrued interest) or to pay in advance of or on delivery; b. suspend or cease supplying products to you; and/or c. Enter your premises and repossess products for which payment has not been made.
- You must pay all legal costs, fees and any other expenses incurred by Midwich Australia Pty Ltd. in respect of your default.
- To the fullest extent permitted by law (including the Trade Practices Act): a. Midwich Australia Pty Ltd. excludes all conditions and warranties implied by custom, the general law or statute and is not liable for any losses or damages (including any special, indirect or consequential losses or any loss of opportunity, revenue or profits) suffered by you or your customers arising in any way out of the supply, delay in or failure to supply products, or provision of advice in relation to products; and b. Midwich Australia Pty Ltd.'s liability in tort, under these terms (including under any warranty) or under any non-excludable implied condition or warranty is limited to, at Midwich Australia Pty Ltd.'s option, refunding the price of the products, repairing or replacing the products or the cost of repairing or replacing the products.
- In any claim against Midwich Australia Pty Ltd. connected with the supply of products by
Midwich Australia Pty Ltd. to you or any dealings between Midwich Australia Pty Ltd. and you,
whether it is a claim for breach of contract, negligence or otherwise, any damages
recoverable by you will be reduced to the extent that you or any of your officers, agents,
employees or contractors caused or contributed to those damages.
General
- If Midwich Australia Pty Ltd. has a right arising from your failure to comply with these terms and delays in exercising or does not exercise that right, that delay in exercising or failure to exercise is not a waiver of that right or any other right.
- Midwich Australia Pty Ltd. will not be liable for any delays, loss or damage arising from any cause beyond its control, including but not limited to strikes, labour disputes, acts of God or governments, fires, storm, floods, earthquake, accident, wars, riots, acts of terrorism, shortage of materials or labour, utility, transportation and communication delays or failures, and any act or omission by you or any Midwich Australia Pty Ltd.'s obligations will be suspended for the duration of any resulting delay.
- If any of the provisions of these terms is illegal or unenforceable: a. it will be severed from these terms and will not affect the continued operation of the remaining provisions of these terms; and b. The parties will attempt to replace that severed part with a legally acceptable alternative provision that meets the parties' commercial objectives.
- Headings are for convenience only and shall not be used in construing or interpreting these terms.
- Warranties - See separate Midwich Australia Pty Ltd. Warranty Policy Midwich Australia Pty Ltd.
Price
Ordering
Risk and Title
Payment Terms
Delivery and acceptance
Returns
Liability
Warranty Policy
- Terms used within this Warranty Policy will have the same meaning as terms used in the Midwich Australia Pty Ltd. Standard Terms and Conditions.
- Subject to these terms and the Midwich Australia Pty Ltd. Standard Terms and Conditions, Midwich Australia Pty Ltd.: (a) warrants its products and services against defective performance as a direct result of inadequate packaging, faulty parts, design or workmanship for a period of twelve (12) months from the date of purchase excluding lamps (b) Warrants that each of the products sold will conform to the applicable manufacturer's specifications for a period of twelve (12) months from the date of purchase or such longer period if offered by the manufacturer in respect of products sold by Midwich Australia Pty Ltd.. Excluding lamps.
- The warranty contained in clause 2 entitles you to the repair of faulty parts, labour and return freight charges or full replacement of defective products (or at Midwich Australia Pty Ltd.'s discretion equivalent products) at no further charge in the event that Midwich Australia Pty Ltd. or one of its authorised service agents is unable to repair the defective products.
- You may return a defective product to Midwich Australia Pty Ltd. on a back to base repair arrangement in its original packaging or a suitable equivalent. You are responsible for freight costs to Midwich Australia Pty Ltd.. Damage incurred as a direct result of inadequate packaging or damage by your courier or Transport Company is your responsibility and will not be covered by this warranty.
- The warranty in clause2 will not apply if the products have:
- been damaged in transit;
- been modified or damaged or used in connection with other products or in any way not authorised by Midwich Australia Pty Ltd.;
- been operated incorrectly in any way;
- suffered physical damage due to mishandling by you or your nominees;
- been operated in a damp or poorly ventilated environment;
- been subject to smoke damage, vandalism, or fire damage;
- been opened and/or serviced in any way by non- Midwich Australia Pty Ltd. authorised service personnel;
- been affected by acts of God e.g. lightening, floods, earthquakes; or fire
- been exposed to harsh or unusual conditions.
- the Products must be installed in accordance with the manufacturer's instructions and any recommendations of Midwich Australia Pty Ltd.;
- the Products must be installed in accordance with applicable Australian standards;
- the Products must not be subject to misuse, damage or harsh or unusual conditions; and
- you must report any damage or other product non-conformities to Midwich Australia Pty Ltd. as soon as such damage or non-conformity is discovered by or made known to you. Failure to do so may result in the warranty being invalid.
1) The customer notifies Midwich Australia Pty Ltd. of return request via a facility such as a Midwich salesperson, support contact or website / online form.
2) If they have not already, the customer will complete an RMA form via the online facility to log the return. Logging the return via the online facility is mandatory.
3) https://midwich.freshdesk.com/support/tickets/new
4) The Support Coordinator will acknowledge the RMA request within 2 working days and enter the RMA in RMA tracker.
