KSM Terms & Conditions of KSM Australia Pty Ltd

1. Orders are accepted on buyer’s acceptance of KSM’s Terms and Conditions. Title of goods remains with KSM until payment is received in full. Any damage or loss of goods that are delivered to buyer where KSM has title, buyer shall pay in full. See note 6.2.
   
2. These terms and conditions represent the complete agreement of the parties, and no terms and conditions in any way adding to, modifying or otherwise changing the provisions herein shall bind KSM unless made in writing and signed and approved by an officer or other authorised person at the office of KSM Australia Pty Ltd.
   
3. Minimum order charge is A$100.00
   
4. The delivery estimate is effective from date of receipt of purchase order by KSM or from acceptance by KSM of applicable specifications including drawing and or artwork, which ever is later and is based on best information available. Any delivery date or schedule referenced hereon is an estimated delivery date or schedule and shall not be binding on KSM or considered relied on by Buyer unless KSM has specifically agreed delivery date or schedule in writing in separate agreement exclusively for that purpose.
   
5. KSM shall not be liable for delays in shipment or default in delivery for any cause beyond KSM’s reasonable control, including, but not limited to, the following; A) fires, floods or other casualties; B) wars riots civil commotion embargoes, governmental regulations or Marshall Law; C) KSM’s inability to obtain necessary materials from its usual sources of supply; D) existing or future strikes or other labour troubles affecting production or shipment, whether involving employees of others, regardless of responsibility or fault on the part of the employer or E) other contingencies of manufacture or shipment. In the event of any delay in KSM’s performance due in whole or in part to any cause beyond KSM’s reasonable control, KSM shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Buyer for any goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such goods.
   
6. Delivery of goods by KSM to the Buyer’s site shall be deemed delivered to the Buyer, and risk of loss or damage shall be Buyer’s. Any claim by Buyer against KSM for shortage or damage occurring prior to such delivery must be made in writing within five (5) days after receipt of shipment by original transportation bill signed by carrier noting that carrier received goods from KSM in the condition claimed. Any damage/loss of goods by buyer prior to full payment, buyer shall pay the amount in full.
   
7. All goods sold by KSM are warranted to be free from defects in material and workmanship. THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESSED OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS. KSM shall not be liable for consequential loss, damage, or expense, directly or indirectly arising from the sale handling or use of the goods, or from any other cause relating thereto. KSM’s liability hereunder in any case being expressly limited to the replacement and (in the form of originally shipped) or repair of goods not complying with this agreement, or, to the repayment, or crediting Buyer with, an amount equal to the purchase price of such goods, whether such claims are for breach of warranty or negligence. Buyer agrees to subject goods to incoming quality inspection within 30 days of receipt of goods. Any claim with reference to goods shall be deemed waived by Buyer unless made in writing within 15 Days from the date discovered or should of discovered the alleged defect, whichever date is earlier. No claim for defective goods will be honoured by KSM if such claim is the result of incomplete or inadequate specification supplied by Buyer. Material shall not be considered defective if it satisfactorily fulfils the Buyer’s performance requirements and or conforms to known or visible properties of approved samples. No allowance will be granted for any repairs made by Buyer without the written consent of KSM.
   
8. Following due notice of defect, in accordance with paragraph 7 above, and after KSM has authorised with paragraph 9 below, Buyer must return questionable units within 30 days of KSM’s authorisation of return if credit, repair or replacement is to be provided.
   
9. No shipments will be accepted for return unless prior, written authorisation has been granted by KSM. Authorisation for return does not constitute acceptance by KSM of any responsibility for material returned beyond review thereof. Material accepted back by KSM for reinspection rework or other processing, is with KSM only on consignment, and such acceptance back shall not be construed as a return for credit.
   
10. KSM will manufacture merchandise in compliance with written specification as furnished by Buyer, unless otherwise specified on the face hereof. If Buyer does not furnish specifications KSM reserves the right to manufacture in accordance with its catalogue specifications.
    
11. Stenographic and clerical errors made by KSM in bids estimates and quotations are subject to correction.
    
12. All prices are Ex KSM Australia Warehouse unless specifically agreed exclusively with the Buyer.
    
13. KSM Standard Credit Terms are as follows: 30 days from date of invoice.
    
14. Buyer may terminate this contract in whole or in part upon notice in writing to KSM. KSM shall thereupon, as directed, cease work and transfer to Buyer title to all completed and partially completed products and to any raw materials or supplies acquired by KSM especially for the purpose of performing his contract, and Buyer shall pay KSM as follows: (1) the contract price for all products which have been completed prior to termination; (2) the cost to KSM of the material or work in process as shown on the books of KSM in accordance with the accounting practise consistently maintained by KSM plus a cancellation charge to cover KSM’s expenses specific to the contract. (3) the cost F.O.B. KSM’s plant of materials and supplies acquired especially for the purpose of performing this contract; and (4) reasonable cancellation charges, if any, paid by KSM on account of commitments made hereunder.
    
15. Waiver by KSM of any breach of these terms and conditions shall not be a waiver of any other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right which may be at any subsequent time.
    
    
    
    
    Signed: ______________________________________ Company Seal:
    
    
    Printed Name: ______________________________________
    
    
    Position: ______________________________________