Video Display Hire Pty Ltd Standard Terms and Conditions of Sale
These terms and conditions govern the sale of Products(“Product or Products”) and provisions of services (“Services”) by Video Display Hire Pty Ltd (VDH as the “Seller”).
These terms and conditions (“Agreement”) take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither Seller’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. VDH’s failure to object to conflicting or additional terms will not change or add to the terms of this agreement. Buyer’s acceptance of the Products and/or Services from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein.
1. Orders: All orders placed by Buyer are subject to acceptance by Seller. Orders may not be cancelled or rescheduled without Seller’s written consent. All orders must identify the products, unit quantities, part numbers, applicable prices and requested delivery dates of the Products being purchased.
2. Prices: The prices of the Products are those prices specified on the proposal or the front of the invoice. Pricing for undelivered Products may be increased in the event of an increase in Seller’s cost, change in market conditions or any other causes beyond the Seller’s reasonable control. Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation.
3. Taxes: Unless otherwise specified by Seller, all prices quoted are exclusive of transportation costs & goods and services taxes.
4. Payment: Payment must be made by Bank Transfer or Credit Card. A surcharge of 2.5% for credit card sales will be added.
5. Delivery and Title: All deliveries will be made from the VDH Brisbane warehouse. Title and risk of loss pass to the Buyer upon delivery of the Product from the carrier. Seller’s delivery dates are estimates only and Seller is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the Seller. A delayed delivery of any part of an Order does not entitle Buyer to cancel other deliveries.
6. Returns, Refunds and Exchanges: Refunds are not available for change of mind or change of circumstances once deposit has been paid. Returns: Only products originally shipped from VDH or from an authorized reseller will be considered for return to VDH. By a Customer requesting return of products to VDH, the Customer certifies that the products were purchased from VDH and there has been no substitution of the product from another supplier, distributor or other source of the product. Any return must be in the original packaging and in unused condition except if approved for failure analysis/warranty evaluation by a VDH sales representative Return Freight / Restocking Fee: VDH reserves the right to charge cancellation and restocking fees, at a minimum rate of 25% to be deducted from the Customer refund. VDH does not refund the original shipping and handling. Customer is responsible for all return freight charges. VDH does not accept COD shipments. Refunds: Upon receipt and inspection of returned item(s), VDH will advise of the refund status. In the case of factory warranty or failure analysis, VDH will issue any applicable credit pending manufacturer confirmation of failure. VDH initiates credits via the original method of payment within 48 hours of approval. Refunds via credit card can take up to 10 business days to post to the account.
SAVE AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS (WHETHER STATUTORY OR OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, SELLER MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND WARRANTIES AGAINST LATENT DEFECTS.
7. Limitation of Liabilities: BUYER SHALL NOT BE ENTITLED TO, AND SELLER SHALL NOT BE LIABLE FOR, LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COST, LOSS OF DATA, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF BUYERS, PUNITIVE DAMAGES, IPR INFRINGEMENT, LOSS OF CONTRACTS OR ORDERS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. BUYER’S RECOVERY FROM SELLER FOR ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHERIN CONTRACT, TORT, WARRANTY, OR OTHERWISE. BUYER WILL INDEMNIFY, DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED ON (a) SELLER’S COMPLIANCE WITH BUYER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (b) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN SELLER, or (c) USE IN COMBINATION WITH OTHER PRODUCTS.
8. Use of Products: Unless otherwise noted, Products sold by Seller are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such Products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Products for use in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer’s sole risk; (2) Buyer agrees that Seller and the manufacturer of the Products are not liable, in whole or in part, for any claim or damage arising from such use; and (3) Buyer agrees to indemnify, defend and hold Seller and the manufacturer of the Products harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.
9. Force Majeure: Seller is not liable for failure to fulfil its obligations for any accepted Order or for delays in delivery due to causes beyond Seller’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labour, materials or Products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer.
10. Technical Assistance or Advice: If technical assistance or advice are offered or given to Buyer, such assistance or advice is given free of charge and only as an accommodation to Buyer. Seller shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of Seller’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied.
11. General: (a) The laws of Australia will exclusively govern any dispute between Seller and Buyer, (b) Buyer may not assign this Agreement without the prior written consent of Seller. Seller or its resellers may perform the obligations under this Agreement. This Agreement is binding on successor and assigns, (c) Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.
12. Warranties: Please see the Express Warranty Card for full details of the warranty available for each product sold. All warranties require return of the goods to the VDH warehouse for inspection, with shipping paid by the Buyer. In the event the screen is fixed in location, any cost to access & remove parts such as but not limited to height lift equipment will be payable by the Buyer.
13. LED Acceptable Failure Rate: The acceptable failure rate of LEDs on any given LED screen sold is deemed to be 0.03%. If the Buyer is making a warranty claim the quantity of dead pixels must exceed this rate before the Seller will be responsible to replace the module.
14. Not for Residential Use. All displays are commercial displays and only designed for use in Business & Commercial applications. Under no circumstances should the displays be used in a residential setting as they are not designed or complied for such unauthorised use.
VIDEO DISPLAY HIRE TERMS
1. Definitions
1.1 “Minimum Hire Period” means the period from the Commencement Date until the Expected Completion Date.
1.2 “Plant and Equipment” means the items specified in the Schedule and includes but is not limited to any item of plant, machinery or vehicle,
and any tools, accessories, parts, items of equipment and devices affixed to or supplied with such plant, equipment, machinery or vehicle let by
the Owner to the Hirer; and
1.3 “Hire Price” means the price payable for the hire of the Plant and Equipment calculated in accordance with the Hire Rates set out in the
Schedule.
2. Hire of Plant and Equipment and Basis of Rates
2.1 The Owner will hire the Plant and Equipment to the Hirer for the Minimum Hire Period and the Hirer agrees to take the Plant and Equipment
on hire and pay the Hire Price.
2.2 The hire period may be extended beyond the Minimum Hire Period by agreement between the parties.
2.3 The Hire Price is payable for the entire Minimum Hire Period, during any extension to this Agreement, during any period the Plant and
Equipment remains in possession of the Hirer
2.4 Without limiting clause 2.2 and 2.3 above, where the term of the hire is extended beyond the Minimum Hire Period the Owner reserves the
right to review and alter the Hire Price.
2.5 VDH retains title in all goods and materials forming part of the Works supplied to the Client under this Agreement until such time as the
Works have been paid for in full. The Client must not seek to transfer, charge or otherwise deal with any goods or materials forming part of the
Works until such time as the Works have been paid for in full.
3. Payment Terms
3.1 The Hirer must pay all amounts levied by the Owner before the video panel will be delivered unless other payment terms have specifically
been agreed.
3.2 Unless stated otherwise, all prices exclude GST. Any applicable GST, other tax or duty will be payable in addition to the price.
3.3 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of 2% per
month, calculated daily.
3.4 The Hirer will pay the Owner’s costs and disbursements incurred in pursuing any recovery action or any other claim or remedy against the
Hirer including collection costs, debt recovery fees and legal costs, resulting from the Hirer’s failure to make due payment.
4. Use of Plant and Equipment
4.1 The Hirer must not, without the prior consent of the Owner, make any alterations, additions or replacements to the Plant and Equipment.
4.2 The Hirer must: (a) comply with the Hirer’s responsibilities outlined in the Schedule; (b) keep and maintain the Plant and Equipment in
proper working order and good and substantial repair; (c) employ only persons who are properly trained and competent in the use of the Plant
and Equipment and, where required by Workplace Health and Safety Standards, have all applicable licences, tickets or other approvals
required to safely operate the Plant and Equipment. (d) comply with all relevant laws, regulations, rules and by-laws governing or relating to the
use and operation of the Plant and Equipment; (e) safely operate the Plant and Equipment; (f) notify the Owner of any accident resulting in
injury to persons or damage to property (including damage to the Plant and Equipment) involving the Plant and Equipment within 24 hours of
the date of the accident; (g) not remove the Plant and Equipment from the Site without the prior written consent of the Owner; (h) secure the
Plant and Equipment when not in use and ensure that all reasonable measures are taken to protect the Plant and Equipment against acts of
theft and vandalism; and (i) return the Plant and Equipment in the same condition as it was hired.
5. Title to Plant & Equipment, Risk and Insurance
5.1 The Plant and Equipment is and will at all time remain the absolute property of the Owner.
5.2 Without limiting clause 5.1 all risk for the Plant and Equipment passes to the Hirer on delivery and remains with the Hirer until the Plant and
Equipment is returned to the Owners possession.
5.3 The Hirer is not authorized to create a lien over the Plant and Equipment.
5.4 The Hirer will insure the Owner’s interest in the Plant and Equipment against physical loss or damage including, but not limited to the perils
of accident, fire, theft and burglary and all other usual risks and will effect adequate Public Liability Insurance covering any loss, damage or
injury to any person or property arising out of the use of the Plant and Equipment. Further the Hirer will not use the Plant and Equipment nor
permit it to be used in such a manner as would permit an insurer to decline any claim.
5.5 Without limiting clause 5.4 above and irrespective of whether the Hirer has effected adequate insurance cover the Hirer accepts full
responsibility for and shall keep the Owner indemnified against all liability in respect of all actions, proceedings, claims, damages, costs and
expenses in respect of any injury to persons or damage to property arising out of the use of the Plant and Equipment during the hire period
however arising and whether or not arising from any negligence, failure or omission of the Hirer or any other persons.
5.6 Without limiting clause 5.4 above and irrespective of whether the Hirer has effected adequate insurance cover the Hirer accepts full responsibility for the safekeeping of the Plant and Equipment and indemnifies the Owner for all loss, theft or damage to the Plant and Equip-
ment howsoever caused and whether or not such loss, theft or damage is attributable to any negligence failure or omission of the Hirer.