Conditions of Sale


1. Definitions

In these General Conditions of Sale:

In these General Conditions of Sale a reference to a “person” includes a natural person, partnership, sole trader, government body, corporate or unincorporated body.


2. Application of Terms


3. Permits and Approvals

Unless otherwise stated it shall be the Buyer’s responsibility to obtain and provide any access, services, facilities, permits, approvals or licences as may be necessary or required for the delivery of the Goods under this Agreement to the Buyer’s premises and their subsequent use.


4. Description

5. Manufacturing Delay

Any delivery dates and or times quoted are given in good faith but unless otherwise stated the Seller will not be held responsible for any delay arising from causes beyond its reasonable control. The Buyer’s receipt of Goods shall constitute a waiver of any claim for delay.


6. Other Suppliers

The Buyer accepts that the Seller may satisfy orders by the provision of Goods manufactured by the Seller or by third parties.


7. Delivery


8. Quality


9. Acceptance and Return of Goods


10. Liability


11. Value Added Tax (VAT)

Unless otherwise specified no VAT or any other tax on Goods or services is included in the price and any applicable tax is additional to the quoted price and payable by the Buyer.


12. Extra Charges

Unless agreed to the contrary in writing, if the Seller prepays freight, insurance, custom and import duties (if any), landing and delivery charges and all other charges in connection with shipment and delivery of the Goods, then any such charges shall be to the Buyer’s account. 
The Seller shall have the right to nominate the means of delivery, unless agreed otherwise.


13. Transit Insurance

The Seller will insure Goods in transit where transport is arranged by Seller. Where transport is arranged by the Buyer, the Buyer shall insure the Goods at its own cost in the names of the Seller and Buyer for their respective rights and interests to a value equal to 110% of the price of such Goods.


14. Termination

Orders may be cancelled only with the agreement of the General Manager of the Seller and the Buyer will be required to indemnify the Seller against all costs, claims, losses or expenses incurred as a result of that cancellation. This will also include a reasonable profit margin.


15. Exchange Rate Variations

For Goods sourced from any overseas supplier of the Seller the quoted price may be adjusted for any exchange rate variation occurring between date of quotation or order by the Buyer and date of the Seller’s first receipt of the Goods.


16. Terms of Payment


17. Delay by Buyer

When any payment is due upon delivery installation commission or test, which is delayed by the Buyer, such payment shall be made as though such delivery installation commissioning or test had been completed. Any extra costs thereby incurred by the Seller shall be to the Buyer’s account.


18. Progressive Delivery

The Seller may deliver any of the Goods progressively and shall then be entitled to payment progressively for the items of Goods delivered in such amounts as the Seller shall reasonably determine. If the Buyer fails to make a progress payment within thirty (30) days of end of month of delivery then the Seller shall be entitled to withhold construction or delivery of the remainder of the Goods without incurring liability for such delay.


19. Cancellation After Default

In case of death, incapacity, bankruptcy, liquidation, suspension of payment or the entering into any arrangement with its Creditors on the part of the Buyer or of any failure to make any payment under any Contract or obligation to the Seller or should a Receiver be appointed in respect of the Buyer’s business or affairs, the Seller may without prejudice to any other rights or remedies open to it terminate all outstanding Contracts on notice in writing or suspend or continue delivery hereunder at the Seller’s option always reserving to the Seller all rights to recover any loss consequent upon any such loss cancellation or suspension.


20. Intellectual Property


21. Property, Risk and Insurance


22. Change in Shareholding of Buyer

It is the Buyer’s responsibility to notify the Seller of any change in the Buyer’s structure or shareholding by notice in writing and that, until such time as such notice has been given, the Buyer shall be liable to the Seller pursuant to the obligations hereunto entered into by the Buyer, as if such alteration to the Buyer’s structure or shareholding had not taken place.


23. Rise and Fall

Any quotation for the manufacture by the Seller is made on the basis of costs existing as at the date of the quotation of materials, parts, equipment required to be purchased as component parts, goods transport and labour and any increase incurred by the Seller in any such item after the date of quotation and before delivery will be added to the price and any and every contract is entered into subject to such condition. Without limiting the generality of the term “cost of labour” includes any increase in any statute, regulation, award, or determination by which rates of pay are increased or by which hours of work are reduced for holidays, sick leave or any benefit or amenity is increased and in any such case there shall be deemed to be an increase in the cost of labour.


24. Assignment


25. Force Majeure

The Seller reserves the right to defer the date of delivery or to cancel any Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Seller including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 60 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate any applicable Contract.


26. Communications


27. Submission to Jurisdiction


Find a Sales Contact Find a local RWC representative near you. Get Started