FIIK SKATEBOARDS ABN 43138043393
ACCEPTANCE; PURCHASE ORDER CONSTITUTES THE ENTIRE AGREEMENT
This Order constitutes the Buyer’s (Fiik Skateboards) offer and may be accepted by Seller (Seller shall also mean and include Contractor or Hirer where applicable) only in accordance with the terms hereof. Any acceptance herein of an offer of Seller, or any confirmation herein of a prior agreement between Buyer and Seller, is expressly made conditional on Seller’s assent to the additional or different terms contained herein in these terms. This Order may be accepted by Seller by commencement of work, shipment of goods, or furnishing of services hereunder. Despatch of Seller’s acknowledgement form or other written document will also act as an acceptance if it agrees with this Order with respect to the description, amount, price and time of delivery of the goods or services ordered. Notwithstanding any waiver in any instance, or any oral agreement, or any instructions, terms and conditions that may be contained in any quotation, acknowledgement, invoice or other written document of Seller, no addition to, waiver for the future or modification of, any of the provisions herein contained shall be of any force or effect unless made in writing and executed by Buyer and signed by the Buyer’s Chief Executive Officer or any two of the Buyer’s Directors
VARIATIONS TO THESE TERMS AND TERM AGREEMENTS REQUIRES CEO OR DIRECTORS WRITTEN APPROVAL
No terms and conditions other than the terms and conditions contained herein shall be binding upon Buyer unless accepted by it in a writing signed by the Buyer’s Chief Executive Officer or any two of the Buyer’s Directors. Any supply of goods, services or equipment, whether for sale or hire for a period exceeding six (6) months in total shall require the written agreement of the Board of Directors signed under the Company’s Official Seal.
If this Order is transmitted by facsimile, email or by other means of electronic transmission, such transmission shall have the legal significance of a duly executed original delivered to the Seller, but only if the Transmit Terminal Identification on the facsimile transmission includes the notation “Fiik Skateboards” and the date of transmission from Fiik Skateboards is the within 14 days of the Date of Order shown on the order.
Seller expressly warrants that the goods sold or services rendered are covered by the normal manufacturers or sellers warranty, which in any case shall not be less than a period of one (1) month (or in the case of hired items for the duration of the hire period) after the Buyer’s receipt and acceptance of the Goods and Services. The seller warrants that all goods and services delivered, supplied and/or hired under this Order to be new and of first quality and free from defects in material and workmanship and to be of the quality, size, weight, specifications or dimensions ordered and be fit for the purpose for which they are intended. The Seller agrees that all items, equipment or services bought, acquired, hired or supplied by the buyer must at all times be suitable for the buyers requirements. If the buyer determines at any time and at its sole discretion that the goods are not acceptable for any of the aforementioned reasons, the buyer shall return such goods or services to the seller at the seller’s expense and no penalty or charge will be borne by the Buyer. The Seller warrants that all goods or services supplied or hired shall meet or exceed any required standards that may apply, and that the goods or services supplied or hired do not contravene any law or standard of any Governing body, Government (Federal, State or Local) that may apply. The Seller warrants that items supplied shall bear all required warnings and marking as required by law.
TIMING OF DELIVERY AND TITLE TO GOODS
The Seller must comply with the timing, method and quantity requirements for the delivery of the goods and/or supply of services ordered. Goods not supplied or delivered by the date or time stated on the order may not be accepted by the Buyer and may be returned to the seller at the Seller’s expense, even if they have been delivered. Upon delivery and acceptance of goods, title shall pass to the buyer.
RISK OF LOSS
Unless the Order expressly states otherwise, all goods shall be shipped without cost to the Buyer to the “Ship to” location designated in the Order. Risk of loss shall not pass to Buyer until goods called for in this Order actually have been received and accepted by the Buyer at the destination specified therein. Seller assumes full responsibility for packing, crating, marking, transportation and liability for loss and/or damage even if Buyer has agreed to pay freight, express or other transportation changes.
From and after the date of this Order, the Seller agrees to indemnify, defend and hold harmless the Buyer from any and all claims, regardless of by whom such claim or claims may be asserted, for personal injury, death, or property damage or otherwise that may result directly or indirectly from the use, possession or ownership of the goods or from the services provided by Seller pursuant to this Order.
PATENT, COPYRIGHTS AND TRADEMARKS
Seller warrants that the goods furnished under or used in connection with this Purchase Order (except those furnished according to Buyer’s specific design) and Buyer’s express or reasonably implied intended use thereof, do not and will not infringe any patent, copyright, trademark, trade secret or other proprietary right of any third party. If any claim, suit or proceeding is made or instituted against Buyer alleging any such infringement, Seller shall indemnify, defend and hold Buyer harmless from and against any damages, liabilities, judgments, costs and expenses (including without limitation reasonable attorney’s fees) it may incur in connection with any such claim, suit or proceeding. In the event that the goods or Buyer’s use is held in any suit or proceeding to constitute an infringement, or if Seller determines that there is a substantial risk of a finding of such infringement, Seller agrees, as appropriate, and at its expense to: (a) procure for Buyer, at no expense to Buyer, the right to continue using the goods, (b) replace the goods with equivalent goods that meet the requirements of this Purchase Order and that do not infringe any such rights, or (c) modify the goods so that they become non-infringing. Copyright in any goods supplied shall be passed to the Buyer upon payment to the Seller unless agreed in writing otherwise.
PRICES INCLUDE TAXES, CHARGES, DELIVERY AND GST
All prices quoted in the purchase order for any taxable supply include and taxes, charges, delivery and any Goods and Services Tax (GST) payable, unless stated otherwise on the Purchase Order. Notwithstanding any other conflicting provisions, the Company is not obliged to pay for any taxable supply made by the Seller unless and until the Company receives a GST tax invoice or adjustment notice for that supply.
PRICE AND PAYMENT
The Goods and Services supplied or hired under this order shall be at the price stipulated on this order. Where no price is stated on this order then the price shall be at the last price the Seller supplied the same items to the buyer where the price was stated on the applicable purchase order. Payment shall be made by the buyer on or before the last day of the month following the month in which the goods have been delivered in full to the Buyer and the relevant tax invoice provided to the Buyer.
Buyer may at any time, at its sole discretion, terminate or cancel this Purchase Order in whole or in part upon written notice to Seller. In such event, Seller shall be entitled to a reasonable termination fee consisting of a percentage of the Purchase Order price reflecting the percentage of the work, goods delivered, hired or services properly performed prior to termination to the satisfaction of the buyer. Payment of such termination fee shall be Seller’s sole remedy. In such case the buyer agrees to pay reasonable transport costs for the return of any items acquired or hired from the Seller.