Terms of service

EQUIPMENT SALES:
CONDITIONS OF SALE GOVERNING TERMS AND CONDITIONS.
These terms apply to the sale of equipment by Chione to the purchaser (“the Purchaser). These terms prevail over any terms in all other documents and represent the entire agreement between Chione and the Purchaser. When the Purchaser places an order for equipment with Chione, accepts delivery of equipment, makes any payment or complies with these terms, the Purchaser is taken to have accepted them.

1. TERMS OF DELIVERY.
Any delivery time Chione gives to the Purchaser is only an estimate. Chione is not liable to the Purchaser for any loss or damage (including without limitation and consequential loss, economic loss and loss of profits) the Purchaser suffers or incurs as a result of late delivery by Chione. The Purchaser must still accept and pay for the equipment even if Chione delivers late. The Purchaser must pay for its own electrical and plumbing connections, freights accommodation and the cost of any necessary alterations to its premises. Chione agrees to complete the installation on or about the date (as shown on the front of this order) but this obligation is subject to the Purchasers premises being ready to receive the installation and to all delays directly arising from strikes, lockouts, accidents, fires, wars acts of God, non-delivery of material or parts by Chione suppliers or any other reason whatsoever beyond Chione control. No such delay shall excuse of justify refusal by the Purchaser to accept delivery of the equipment within a reasonable period form the date shown on the attached Order Form.

2. WARRANTIES.
Except as provided under the Guarantee of performance in clause 5 and to the extent permitted by law, the equipment is accepted without any warranty, condition, liability or representation concerning the equipment and no action shall be maintained or is maintainable in respect of any damage alleged to have been sustained by the Purchaser by reason of any defect in the equipment or its installation. Chione shall not under any circumstances be liable for any loss or damage (including without limitation any consequential loss, economic loss and loss of profits) upon breach of any warranty express or implied and the Purchaser’s remedies are specifically limited to those appearing under the Guarantee of Performance in clause 5. Nothing in these conditions is intended to exclude, modify or restrict the implied warranties set out in the Trade Practices Act 1974 (Cth).

3. ACCEPTANCE.
The request shall not be binding upon Chione until accepted in writing by the Purchaser or its agent duly authorised in writing and accepted by Chione even though uncommunicated to the Purchaser.

4. GUARANTEE OF PERFORMANCE.
Upon acceptance of this offer Chione will be deemed:
1. to have guaranteed for a period of (as shown on the order) from the date hereof at Chione's option to replace or repair at Chione's address set out above any part or parts of the equipment which shall be proved to Chione's satisfaction to have been faulty or defective either in material or workmanship, and
2. to have agreed to service the said equipment at Chione's address above set out for a period of (as shown on the front of this form) from the date hereof free of charge but subject to the provision hereinafter contained.

PROVIDED THAT the Purchaser shall not be entitled to any such repair, replacement and/or service which Chione in its absolute discretion shall determine became necessary due to fair wear and tear only nor to any repair, replacement or service which Chione in its absolute discretion determines to have been rendered necessary through any negligence or want of care in the control or use by the Purchaser of the said equipment or any part thereof AND PROVIDED FURTHER THAT the above guarantee of performance and/or service shall cease to have any effect in the event of the equipment being repaired or any other parts thereof being replaced or adjusted by any person other than Chione representatives. The Purchaser AGREES that the equipment will be used only for the purpose for which it is ordinarily supplied. The Purchaser further AGREES that Chione shall not be liable, to the extent permitted by law, for any loss (including without limitation any consequential loss, economic loss and loss of profits) arising from use of the equipment which is not authorised by Chione. Chione's liability by reason of the equipment or any part thereof being faulty or defective at any time or on any other account whatsoever shall be limited to (at Chione's option) the repair, replacement and/or service herein before provided and shall not include liability for any loss (including consequential loss, economic loss or loss of profits) sustained by the Purchaser by reason of any fault or defect except where such liability cannot be excluded by law. The Purchaser AGREES to pay Chione, in addition to the cost of any part or parts so replaced and compensation for the loss of time occupied by Chione representatives in travelling to and from Chione's said address to the place where the equipment is so inspected and/or repaired, the reasonable travelling and accommodation expenses incurred by Chione's servants or agents in and about the journey so undertaken at the Purchaser’s request. PROVIDED HOWEVER THAT in the event of Chione deciding that all such repairs and/or replacements fall within the terms of this guarantee of performance and service herein before contained then and in any such event such repair and/or replacements shall be effected free or charges to the Purchaser absolutely.

5. INDEMNITY.
The Purchaser indemnifies Chione for all liabilities, losses, damages, costs or expenses (including without limitation any consequential loss, economic loss and loss of profits) directly or indirectly suffered or incurred by Chione or contributed to by any of the following:
(a) compliance by Chione with any instruction from the Purchases regarding the equipment;
(b) loss, including any product liability claims, arising from any use of the equipment which is not authorised by Chione;
(c) failure by the Purchaser to:
(i) adequately provided or display safety information on or relating to the equipment;
(ii) comply with the laws relating to the use, sale, marketing, labelling or marking of equipment;
(iii) take any reasonable precaution to bring to the attention of any potential users of the equipment any dangers associated with the equipment;
(iv) detect and bring to Chione attention matters for which Chione may become liable whether for negligence, under Part VA of the Trade Practices Act or otherwise;
(d) any statement that the Purchaser makes about the equipment without Chione's written approval;
(e) the use of equipment by the Purchaser or a third party;
(f) negligence or breach of this document by the Purchaser; and
(g) any negligent or faulty repair or replacement of the equipment or parts of the equipment which is conducted by any person other than Chiones representatives.

6. PAYMENT.
Any agreement arising out of this request shall be deemed to have been entered into at the relevant place of execution and all monies payable hereunder shall by payable at the relevant office of Chione. Unless otherwise agreed in writing, the Purchaser must pay Chione for the goods purchased by the due date specified on the attached Order Form. Chione may charge the Purchaser interest if full payment is not made by the due date. Interest will be charged at 2% per annum above the prevailing Westpac prime overdraft rate on overdrafts of $100,000 or more from the due date until full payment is made. The Purchaser agrees that Chione may require immediate payment of all unpaid monies (whether or not actually due and payable by the Purchaser) if any of the following occurs:
(a) an order is made, or a resolution is passed, to wind up the Purchaser, a meeting is called to consider a resolution to wind up the Purchaser or a provisional liquidator is appointed;
(b) a receiver or receiver and manager is appointed over the whole or part of the Purchaser’s business or assets;
(c) the Purchaser enters any arrangement or composition with any of its creditors:
(d) the Purchaser is placed under administration or a meeting is called or some other step taken to place the Purchaser under administration:
(e) the Purchaser cannot pay its debts as they fall due; or
(f) the Purchaser does not comply with this document
(g) the Purchaser acknowledges and agrees that payments made by credit card will incur a surcharge equal to 3.5% of the total amount payable to Chione (excl GST) for American Express and 1% of the total amount payable to Chione (excl GST) for MasterCard and Visa payments.

7. DEFAULT.
Should the Purchaser countermand this request or neglect or refuse to accept delivery of the goods, the Purchaser AGREES to forfeit all monies already paid hereunder, not as a penalty but as a genuine pre- estimate of the damages sustained by Chone in the procurement or manufacture of the goods. Should the Purchaser countermand this request or neglect to accept delivery prior to payment of any monies to Chione, the Purchaser AGREES will pay Chione [25%] of the total purchase price specified in this agreement.

8. GST.
Unless stated otherwise, the prices quoted are GST exclusive. In addition to the price for the equipment payable by the Purchaser, the Purchaser must pay Chione an amount equal to any GST that Chione are liable for on any supply by Chione under this document. The Purchaser must pay amounts for GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Purchaser pay the price (or the first part of it if the parties agree payment by instalments).

9. TITLE TO EQUIPMENT/PRODUCTS.
Chione remains the sole and absolute owner of Chione's equipment and products until the invoice amount in respect of the equipment has been paid in full. Title to Chione equipment does not pass to the Purchaser by reason of delivery or Chione's equipment or Chione's acceptance of a signed purchase order.

10. REPOSSESSION OF CHIONE EQUIPMENT/PRODUCTS.
If Chione has not been paid the full invoice amount in respect to Chione's equipment within the period specified in clause 7 above, its right of possession to reclaim its equipment and products will commence when:
a) the time of payment expires or
b) any of the events in clause 7 (a) to (e) occurs.

11. GOVERNING LAW.
These terms and conditions are governed by the law in force in the Sate of Western Australia. Chione's and the Purchaser both submit to the non-exclusive jurisdiction of the courts of Western Australia and any courts which may hear appeals form those courts.