Legal Statement
Issued 28 October 2004
Warranty
Information From Third Parties and Other Web Sites
Confidentiality of Information Received
Standard Conditions of Trading
Warranty
The information contained in this web site is provided without warranty or representation of any kind, whether express or implied. Various warranties or conditions may be implied or obligations may be imposed on Mitsubishi Electric Australia by provision of certain legislation. The extent of these limitations may vary depending on the particular jurisdiction.
Product Specifications
The information contained in this web site, including product data, product range, prices, diagrams and charts, is subject to change by Mitsubishi Electric Australia without notice at any time as a result of product improvements or other reasons.
Mitsubishi Electric Australia also advises that the products and services offered in this web site may not be available in your country. Please contact your local Mitsubishi Electric sales company for such details.
In addition the products, services and information listed in this web site do not constitute an offer to sell and will also be dependant on availability.
Liability Disclaimer
The data in this web site may include inaccuracies or typographical errors. Mitsubishi Electric Australia will periodically, and at any time, vary, modify, adjust, remove or add information to this web site without notice to the user.
Mitsubishi Electric Australia makes no representations about the suitability of the information in this web site for any purpose.
Mitsubishi Electric Australia shall in no event be liable for any direct, indirect, punitive, incidental, special or consequential damages arising out of or in any way connected with the use of data from this web site or any other hyperlinked site.
Information From Third Parties and Other Web Sites
This data may contain information provided by third parties and hyperlinks to other web sites. Mitsubishi Electric Australia accepts no responsibility for, nor does it have control over the content on other sites, with respect to any information, products or services of such third parties or contained in other web sites. Third party information and links to other web sites are included solely for the convenience of the users and does not constitute any endorsement by Mitsubishi Electric Australia.
Copyright and Trademarks
All contents of this web site are copyrighted by Mitsubishi Electric Australia and/or its suppliers. All rights are reserved. This data is provided for the user’s personal use. The user may not modify, copy, distribute, transmit, display, perform, reproduce, publish, licence, create derivative works from, transfer or sell any information, software, products or services obtained from this data without the express written permission of an authorised employee of Mitsubishi Electric Australia..
Mitsubishi, Mitsubishi Electric and the three diamond logo are registered trademarks. Other product and company names mentioned in this web site may be the trademarks of their respective owners.
Confidentiality of Information Received
Any information received through this web site from feedback, email or otherwise, will not be considered to be confidential and Mitsubishi Electric Australia may use information received through such means without any restriction whatsoever and in any manner it chooses.
Standard Conditions of Trading
1. Interpretation
In these Conditions, "ME-AUST" means Mitsubishi Electric Australia Pty. Ltd. ACN 001 215 792; "Buyer" means the entity with whom or with which ME-AUST enters into a contract for the sale of goods and/or the supply of services; Contract means a contract constituted in the manner described in clause 2.1; Goods means the goods described in the Quotation or Order and includes their packaging and any replacement goods; Order means a written or verbal order from Buyer to ME-AUST; Quotation means a written or verbal quotation provided by ME-AUST to Buyer; Services means the technical advice or maintenance services (if any) given or provided by or on behalf of ME-AUST in connection with the Goods. Writing includes any electronic communication, such as an e-mail, capable of being reduced to writing.
2. Incorporation
2.1 The Contract between ME-AUST and the Buyer is constituted by these Terms and Conditions and the ME-AUST Invoice and/or acceptance of order specifying the goods and/ or services provided or to be provided. These Terms and Conditions, except as modified in accordance with clause 2.2, govern all Contracts for the sale of Goods and/or supply of Services by ME-AUST to Buyer and, constitute the entire agreement in connection with the sale of Goods and/or supply of Services agreed between ME-AUST and Buyer. All other terms and conditions, express or implied, are excluded to the fullest extent permitted by law including specifically and without limitation any of the terms and conditions sought to be imposed by the Buyer.
2.2 No modification or variation to these Conditions, whether put forward in Buyer's purchase order, specification or otherwise, shall bind ME-AUST unless expressly and specifically agreed to in writing by an authorised employee of ME-AUST who must make such writing in or on a medium bearing the letterhead, logo or other indicia of ME-AUST. A signature of an employee of ME-AUST on a Buyer's Order form does not operate to vary these terms and conditions regardless of the wording of the order form.
2.3 These Conditions supersede any terms and conditions which have previously governed a contract for the sale of goods and/or supply of services by ME-AUST to Buyer.
3. Quotations and brochures
3.1 Any Quotation given by ME-AUST is a mere invitation to treat and does not constitute a contractual offer. All Quotations lapse thirty (30) days after issue, but ME-AUST may vary or withdraw a Quotation at any time.
3.2 ME-AUST brochures and catalogues are published as sources of general information only, do not constitute contractual offers and are not binding on ME-AUST.
3.3 These Conditions will prevail to the extent of any inconsistency between the Quotation or Order and these Conditions.
4. Orders
4.1 Orders for Goods and/or Services shall be binding upon ME-AUST and a contract comes into existence once written acceptance of the order has been made by an authorised employee of ME-AUST to the Buyer. The place of the contract is the place where the order is accepted. ME-AUST reserves the right to accept orders in whole or in part. Any Order or part of an Order not accepted by ME-AUST shall be regarded as having been refused by ME-AUST.
4.2 Once ME-AUST has accepted an Order, Buyer may not alter or modify the Order unless the written consent of an authorised employee of ME-AUST is first obtained.
5. Price and payment
5.1 The price for Goods supplied shall be the ME-AUST list price ruling at the date of shipment, and the charge for Services supplied shall be at ME-AUST's prevailing rates at the time of supply. Prices quoted in published price lists or by ME-AUST representatives are subject to change without notice and are not binding on ME-AUST.
5.2 ME-AUST's ruling list price for Goods and charges for Services (including storage and handling charges as set out at clause 6.4 and clause 9.1 respectively) are exclusive of any applicable freight charges, customs duty and goods and services tax ("GST") or similar taxes which Buyer shall pay in addition to the ruling list price for Goods and/or charges for Services at the same time and in the same manner as the price for Goods or charges for Services. ME-AUST shall issue a tax invoice to Buyer in relation to any supply that is subject to GST. The amount of GST payable by Buyer shall be calculated by multiplying the sum of the ruling list price for Goods, customs duty plus freight charge and/or charges for Services by the rate of GST applicable at the time of the supply. The terms GST, supply and tax invoice used in this clause 5.2 shall have the same meaning as under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
5.3 If Buyer has an approved credit account with ME-AUST, the Goods and/or Services supplied by ME-AUST must be paid for within thirty (30) days of the date of invoice or thirty (30) days of the date of shipment, whichever occurs first. Where Buyer is overdue with any payment or ME-AUST is in receipt of a credit reference which it regards in its absolute discretion to be unsatisfactory, ME-AUST reserves the right to change Buyer to a COD account in which case Buyer shall pay for all Goods and Services before they are supplied.
5.4 All payments shall be made in the currency specified in the invoice without deduction or set off of any kind.
5.5 Time of payment is of the essence of the Contract. Without prejudice to any other remedy, ME-AUST may charge interest on any overdue payments at an annual rate equal to two per cent (2%) above the rate notified by the National Australia Bank from time to time as being that Bank's indicator lending rate (to accrue from day to day).
5.6 All unpaid balances owing to ME-AUST by Buyer in the circumstances described in clause 9.3 will become a debt immediately due and payable to ME-AUST despite any other provision of these Conditions.
5.7 Buyer will indemnify ME-AUST on demand against all costs, charges, expenses and legal costs incurred by ME-AUST in recovering sums owed by Buyer including the commission, if any, charged by a Mercantile Agent.
5.8 A certificate signed by a manager of ME-AUST as to the amount of a debt owed by a buyer to ME-AUST shall be prima facie evidence of the amount of that debt.
6. Delivery and risk
6.1 Subject to clause 6.5 Risk in the Goods will pass to the Buyer upon the Goods being collected by Buyer from ME-AUST or, at the latest, at the time when the goods are delivered to the place nominated by Buyer as the place where the goods are to be unloaded from the vessel or vehicle which has delivered the Goods to Buyer. Buyer shall be responsible for arranging the unloading of the Goods from the vessel or vehicle which has delivered the Goods to Buyer. ME-AUST shall not be liable to Buyer in the event of any failure to arrange insurance covering the risk of unloading goods.
6.2 ME-AUST gives or accepts delivery dates in a Quotation or Order in good faith, but does not guarantee those dates. ME-AUST shall not be liable to Buyer for any loss or damage whatsoever should ME-AUST be delayed or prevented from delivering Goods, supplying Services or otherwise performing any of its contractual obligations due to any cause or circumstance of any kind whatsoever. In the event of any such delay in delivery or supply, the due date for delivery shall be deferred for a period equal to the time lost by reason of the intervening cause or circumstance. Delay in delivery or any other default in respect of a delivery shall not relieve Buyer of any obligation in respect of any other delivery.
6.3 ME-AUST reserves the right to make deliveries pursuant to these Conditions in instalments and the Contract shall be severable as to such instalments. All such instalments, when separately invoiced, shall be paid for by Buyer without regard to the delivery of subsequent instalments.
6.4 Subject to clause 6.2, delivery dates shall not be varied once they have been agreed without the prior written consent of an authorised employee of ME-AUST. If ME-AUST agrees to postpone delivery, the Goods in question shall be stored at Buyer's risk and ME-AUST reserves the right to impose a weekly storage charge equal to one per cent (1%) of the net invoice value. Where delivery is postponed for more than three (3) months, the price for the Goods may be increased by ME-AUST at ME-AUST's discretion to reflect the then current ME-AUST list price.
6.5 Risk in the Goods sold through ME-AUST's Digital Electronics and Semi-Conductors Divisions (the Divisions) will pass to the Buyer upon the Goods being collected by the Buyer or when delivered to the place nominated by the Buyer for delivery. ME-AUST shall, for such goods, be responsible for unloading the Goods from the vessel or vehicle which has delivered the Goods to Buyer and placing them in store or warehouse. Goods are sold by the Divisions if the Invoice or acceptance of Order says they are sold through the Divisions
7. Retention of title
7.1 ME-AUST shall retain title to Goods supplied to Buyer until:
(a) ME-AUST has received payment in full for the Goods and all other Goods supplied to Buyer; or
(b) The Goods are mixed, processed or used so that they lose their identity or are irrevocably incorporated in, mixed with or applied to other goods.
7.2 Until title passes under clause 7.1:
(a) Buyer will hold Goods as fiduciary for ME-AUST (in which full title to such Goods will remain);
(b) Buyer will insure Goods against all usual risks to full replacement value until ownership passes to Buyer. Buyer will hold on trust for ME-AUST in a separate bank account any insurance monies received by Buyer for Goods owned by ME-AUST;
(c) Buyer will store each delivery of Goods separately, clearly identified as ME-AUST's property and in a manner to enable them to be identified and cross -referenced to particular invoices where reasonably possible;
(d) Buyer will not pledge or allow any lien, charge or other interest to arise over Goods; and
(e) Buyer may use or sell Goods in the ordinary course of business, provided that Buyer will be agent for ME-AUST in any sale if Goods are sold. Buyer must account to MEAUST for the proceeds of any such sale and shall hold these proceeds in a separate bank account on trust for ME-AUST. However any such agency will only extend to the obligation to account for proceeds. ME-AUST will not be bound by any contract between Buyer and Buyer's purchaser.
7.3 ME-AUST's rights as an unpaid seller shall not be affected by ME-AUST retaining title to Goods supplied until the Goods have been paid for in full by Buyer.
7.4 Where Buyer has not fully paid ME-AUST for Goods or Buyer enters into bankruptcy, liquidation, a composition with its creditors, has a receiver or manager appointed over all or any part of its assets enters into administration or becomes insolvent:
(a) Buyer may not sell, use or part with possession of the Goods; and
(b) ME-AUST shall be entitled, without prejudice to ME-AUST's other remedies, to recover and repossess such Goods and to enter any premises without notice for this purpose.
7.5 No provision of this clause 7 is intended to, nor shall it, constitute a charge in respect of the Goods supplied under the Contract or in respect of any monies paid to Buyer by any customer of Buyer purchasing such Goods. If any provision of this Contract creates a charge over the Goods supplied or monies paid to Buyer by any customer of Buyer purchasing such Goods, or shall be found to be void or unenforceable for any other reason, then that provision shall be severed and excised from the Contract and the remainder of the provisions shall be read and construed as if that severed and excised provision was not part of the Contract.
8. Claims
8.1 ME-AUST will not be liable under clause 10 unless Buyer satisfies ME-AUST that Buyer has strictly complied with any instructions of ME-AUST relating to Goods and/or Services.
8.2 Buyer will:
(a) examine Goods as soon as reasonably practicable after delivery;
(b) notify ME-AUST in writing of any incomplete or failed delivery, shortage of weight or quantity or if Goods or Services fail to comply with the relevant warranties in clause 10
within seven (7) days of delivery of the relevant Goods or performance of the relevant Services;
(c) preserve as far as possible for ME-AUST's inspection, Goods that are alleged not to comply with the relevant warranties in clause 10 and will return Goods to ME-AUST if
ME-AUST reasonably so requests;
(d) be deemed to have waived its rights to claim under the Contract or the warranties in clause 10 unless Buyer has notified ME-AUST in accordance with clause 8.2(b) and has
given ME-AUST reasonable opportunity to inspect such Goods;
(e) bear the cost of freight for the return of all Goods that are found to comply with the relevant warranties in clause 10 and pay an additional handling fee of up to fifteen per cent (15%) of the price of the Goods for the return of such Goods; and
(f) not bring any action whatsoever against ME-AUST in connection with Goods, Services and/or the Contract where notification is so made unless proceedings are issued against ME-AUST within two (2) years after Buyer becomes or ought to have become aware of the circumstances giving rise to the claim.
9. Termination
9.1 Buyer may return Goods supplied for a credit against subsequent Orders within seven (7) days of delivery, provided the following conditions are satisfied:
(a) the written approval of an authorised employee of ME-AUST has first been obtained and the invoice number and date have been quoted for reference;
(b) Goods are returned in their original condition; and
(c) Buyer agrees to pay to ME-AUST a handling charge equal to ten per cent (10%) of the price paid or payable for the Goods.
9.2 Buyer may terminate in whole or in part, any Contract for the supply of Goods and/or Services before the supply has been made, provided the following conditions are satisfied:
(a) the written approval of an authorised employee of ME-AUST has first been obtained; and
(b) Buyer agrees to pay any cancellation charge, being a genuine pre-estimate of ME-AUST's loss, as determined and specified by ME-AUST.
9.3 ME-AUST reserves the right immediately to terminate or suspend ME-AUST's performance of the whole or any outstanding part of any Contract for the supply of Goods and/or Services without incurring any liability to Buyer in any of the following circumstances:
(a) Buyer fails to take delivery of or to pay for Goods and/or Services by the due date or otherwise breaches any other term of the Contract;
(b) Buyer enters into bankruptcy, liquidation or a composition with its creditors, has a receiver or manager appointed over all or any part of its assets, enters into administration or becomes insolvent;
(c) ME-AUST notifies Buyer of having reasonable grounds for suspecting that an event in clause 9.3(b) has occurred or will occur, or that Buyer will not pay for Goods and/or Services on the due date;
(d) there has been a substantial increase in ME-AUST's costs of manufacture and supply of Goods and/or Services between the date of the Contract and the date of delivery or despatch arising from circumstances beyond ME-AUST's reasonable control where the Contract is for a fixed price and ME-AUST and Buyer have failed to reach agreement on a reasonable adjustment in the price for remaining deliveries to recognise such increase within thirty (30) days of ME-AUST notifying Buyer of such increase; or
(e) contractual performance by either ME-AUST or Buyer is delayed or prevented due to any cause or circumstance.
9.4 Termination by ME-AUST under clause 9.3 shall be without prejudice to ME-AUST's other remedies and ME-AUST's right to recover payment from Buyer for any Goods and/or Services provided by ME-AUST including those previously provided by ME-AUST.
10. Warranty
10.1 ME-AUST warrants that Goods manufactured by ME-AUST will be free from defects in materials and workmanship for a period of one (1) year (unless otherwise specified by MEAUST in writing) from the date of delivery. If ME-AUST is satisfied in its absolute discretion that Goods are defective in breach of this warranty, ME-AUST's sole liability to Buyer in respect of this warranty shall be to repair, replace, pay the cost of repairing or pay the cost of replacing those Goods or those parts of Goods which ME-AUST is satisfied are defective, at ME-AUST's option. Replacement parts are warranted for the remainder of the period of warranty for the Goods into which these parts are incorporated.
10.2 Goods not manufactured by ME-AUST are supplied by ME-AUST to Buyer on an "as is" basis without a warranty of any kind, provided that ME-AUST shall assign to Buyer, insofar as ME-AUST is able to do so, the benefit of any condition, warranty or guarantee (express or implied) in ME-AUST's contract with the supplier of the relevant Goods.
10.3 ME-AUST does not warrant that Goods are fit for any particular purpose or an intended use by Buyer and Buyer must satisfy itself that Goods are so fit.
10.4 ME-AUST warrants to perform Services with reasonable care and skill and shall investigate any bona fide complaint that any Services have been performed unsatisfactorily in breach of this warranty. If ME-AUST is satisfied in its absolute discretion that Buyer's complaint is justified, ME-AUST's sole liability to Buyer in respect of this warranty is to supply those Services again or pay the cost of having those Services supplied again, at ME-AUST's option, at no extra charge to Buyer.
11. Limitation of liability
11.1 Subject to clause 11.2, clauses 10.1, 10.2 and 10.4 set forth the full extent of ME-AUST's obligations and liability to Buyer with respect to Goods and/or Services supplied pursuant to these Conditions and all other terms, conditions, warranties and representations that might otherwise be implied by statute or otherwise, are hereby expressly excluded.
11.2 ME-AUST does not exclude, restrict or modify any liability that cannot be excluded, restricted or modified, or which cannot be excluded, restricted or modified except to a limited extent, as between ME-AUST and Buyer by law including liability under Part V of the Trade Practices Act 1974 (Cth) or equivalent State legislation concerning a buyer who deals with a consumer or on sells to a consumer. However, where such statutory provisions apply, to the extent to which ME-AUST is entitled to do so, ME-AUST's liability shall be limited at its option to:
(a) in the case of a supply of Goods:
(i) the replacement of the Goods or supply of equivalent Goods;
(ii) the payment of the cost of replacing the Goods or acquiring equivalent Goods;
(iii) the payment of the cost of having the Goods repaired; or
(iv) the repair of the Goods; and
(b) in the case of Services:
(i) the supply of the Services again; or
(ii) the payment of the cost of having the Services supplied again.
11.3 To the extent permitted by law and subject only to any express exceptions contained in these Conditions, ME-AUST shall under no circumstances be liable in any way whatsoever to Buyer for any form of loss, damage or expense sustained or incurred by Buyer or any other party in consequence of or resulting directly or indirectly out of the supply of Goods or Services by ME-AUST, the use or performance thereof, any breach by ME-AUST of any Contract incorporating these Conditions, or the negligence of ME-AUST. Without limiting the generality of the foregoing, ME-AUST is not liable in any circumstances whatsoever (including any fault or default of ME-AUST) for any indirect or consequential losses (including loss of goodwill, business or anticipated savings), loss of profits or use, any rectification costs or any third party claims (subject to clause 11.2), in connection with Goods, Services or a Contract.
12. Infringement claims
12.1 ME-AUST shall, at its own expense and with the legal representatives of its choice, defend or, at its option, settle any action brought against Buyer to the extent that it consists of a claim that Buyer's use or re-sale of Goods supplied by ME-AUST infringe any Australian intellectual property right belong to a third party, provided that:
(a) Buyer notifies ME-AUST in writing of such claim within thirty (30) days of receiving notice of the claim;
(b) Buyer allows ME-AUST complete control of the defence and settlement of the claim; and
(c) the Goods in question have not been modified in any way without ME-AUST's prior written approval or used for a purpose other than that for which they were supplied by MEAUST.
12.2 ME-AUST shall pay any final award costs and/or damages in any claim defended by ME-AUST under clause 12.1.
12.3 Buyer shall indemnify ME-AUST from and against any award of damages and/or costs made against ME-AUST in respect of any claim that Goods manufactured or supplied by MEAUST in accordance with specifications or designs proposed by Buyer infringe the intellectual property rights of a third party.
12.4 Clause 12.1 states ME-AUST's entire liability and the sole remedy of Buyer with respect to any claim that Buyer's use or re-sale of Goods supplied by ME-AUST infringe any intellectual property right belonging to a third party.
12.5 Buyer will not use any trade mark or trade names applied to or used by ME-AUST in relation to Goods in any manner not approved by ME-AUST in advance in writing.
13. Non-availability and substitutes
13.1 While every effort shall be made to fulfil Buyer's Orders for Goods, ME-AUST shall not be liable for any loss or damage arising through non-availability of Goods.
13.2 ME-AUST reserves the right to make changes in the construction and/or design of Goods and notwithstanding any such changes, Buyer shall accept in performance of any Order ME-AUST's current corresponding standard model of Goods.
14. Law and jurisdiction
The construction, validity and performance and enforcement of the Contract shall be governed by the laws of and heard before the courts of the place at which the order was accepted.
15. Privacy Act 1988 (Clth)
15.1 If a Buyer orders or receives goods on credit it consents to ME-AUST making enquiries to verify the Buyer's credit history and worthiness under Sections 18L(4) and 18K(1)(b) of the Privacy Act 1988, consents to ME-AUST seeking from or giving to other credit providers details of the Buyer's credit worthiness under Section 18N(1)(b) and, if it is necessary to collect overdue payments, consents to ME-AUST issuing a an adverse credit report under section 18K(1)(h).
15.2 The Buyer acknowledges that ME-AUST may provide its personal details to agents and/or attorneys for debt collection and for enforcement of the Contract.
16. General
16.1 All clerical errors are subject to correction and shall not bind ME-AUST.
16.2 No employee of ME-AUST is authorised to bind ME-AUST unless ME-AUST has given Buyer express written notice to that effect.
16.3 The invalidity or unenforceability of any provision of these Conditions shall not affect the validity or enforceability of the remaining provisions.
16.4 ME-AUST's failure to enforce at any time or for any period of time, any term of any Contract incorporating these Conditions, shall not constitute a waiver of such term and shall in no way affect ME-AUST's right later to enforce the Contract. Headings are included for ease of reference and do not form part of or affect the interpretation of these Conditions.
16.5 These Conditions bind ME-AUST, Buyer and their respective successors and assigns.
16.6 Buyer shall comply with all laws and regulations of the Commonwealth and States and Territories of Australia and shall provide all necessary information to, and obtain all necessary permits, approvals, licences, consents, authorisations and exemptions from any government authority or other appropriate body, in respect of Buyer's use, marketing, distribution or re-supply of Goods acquired from ME-AUST under these Conditions including, but not limited to, all applicable export control laws and regulations such as the Customs (Prohibited Exports) Regulations.