These conditions apply to the sale of goods (‘Goods”) and supply of services (“Services”) by Ultimate Aero Pty Ltd (“Ultimate Aero or Us”) and all offers made by Us in relation to all Goods by Us and, in the event of any inconsistence, save where otherwise expressly provided in this Agreement, shall prevail over any terms and conditions of any offer or communication by or from the client.
The purchase price of goods shall be as per the agreed upon price, as applicable to the client, or as per written quotation as at the date of each offer by Us. In the event of any variation to the Goods and/or Services to be supplied, the price of the variation shall be agreed between the parties and, in the event of any discrepancy, the higher of the two shall take precedence, unless expressly withdraw in writing. All prices quoted shall pass the full amount of GST onto the client in each and every sale. Unless otherwise stipulated within the document all prices have been calculated on the basis that Ultimate Aerobatics would be able to complete all Services during normal working hours, with suitable and safe access to all equipment covered under the agreement.
3. Terms of Payment
All invoices shall be paid in full no later than the terms stated on each invoice. Time shall be of the essence in this regard. The extension of credit facilities is at the sole discretion of Ultimate Aero. Ultimate Aero retains the right to withdraw credit facilities at any time prior to the delivery of Goods and Services. If the client’s terms of sale are breached Ultimate Aerobatics may refuse to accept further orders or complete any further works until these breaches are rectified. If an invoice is not paid in accordance with the terms of payment, Ultimate Aerob may charge 20% administration fee to all invoices that are in breach of these payment terms.
All Goods sold to the client shall be at the client’s risk immediately upon delivery to the client, the client’s nominee, or to the client’s carrier.
5. Title to Goods
Ultimate Aero shall retain title to all Goods supplied to the client until it has received payment in full of all sums due to it in connection with the supply and/or installation of the Goods including all costs associated with ferrying aircraft. In the case of payment by cheque, title shall not pass to the client until the same is honoured. If payment for any Goods or Services is overdue, Ultimate Aero is entitled, without prejudice to any of its other rights and remedies, to repossess, disconnect or decommission Goods, and, without notice, to enter into any premises upon which Ultimate Aero Goods are stored or installed for this purpose. Nothing in this Clause 5 shall affect Ultimate Aero rights to recover for any unpaid amount on the invoice as a debt.
6. Exclusion of liability
To the extent permitted by law, and except as expressly agreed by Us all warranties, representations, terms and conditions, concerning the Goods or Services to be supplied by Us in respect of the Goods, whether express or implied, are hereby expressly excluded. To the extent permitted by law, Ultimate Aero shall not be liable, in respect of any claim, whether contractual, tortious, statutory or otherwise, for any loss, damage, costs, expenses or other injury or harm suffered by the client or any other person in relation to , or arising out of the Goods and/or Services by Us.
These terms and conditions must be read and construed subject to the provisions of the Trade Practices Act 1974 (Cth) as amended and other legislation and laws from time to time. To the extent to which Ultimate Aero is entitled to do so.
7. Ultimate Aero liability (if any)
Shall be limited, at its option to: (a) in the case of Goods: (i) the replacement or repair of the Goods or the supply of equivalent Goods; or (ii) the payment of replacing the Goods or having the Goods repaired or of acquiring similar Goods, (b) in the case of Services: (i) the supply of the Services again or further Services; or (ii) the payment of the costs of having the Services supplied again, at reasonable costs as determined by Us.
8. Third Party Products
Ultimate Aero accepts no liability for any product supplied that is manufactured by a third party company. The client agrees to rely upon any warranty provided by the original manufacturer. This clause shall not be waived in any circumstances including, but not limited to the manufacturer entering bankruptcy, winding up, liquidation or becoming insolvent under administration of , or appointment of an administration to , or any other situation in which the manufacturer is unable to meet or is relieved or it warranty responsibilities. To the extent permitted by law, this clause shall take precedence over any other terms and conditions expressed or implied.
9. Defects in Existing Installation
Should Ultimate Aero, in the course of any work authorised, discover any defect in any part of the existing condition of the aircraft therein, which makes it impracticable or inexpedient for Us to continue work under this contract without repairing or replacing any part of the existing installation (and Ultimate Aero shall be the sole judge thereof), Ultimate Aero shall be entitled to suspend further work and shall notify the customer and submit a price for such additional work to be undertaken. Should the customer fail to sign authority for this work to be completed the contract shall be deemed to be at an end and Ultimate Aero shall be entitled to payment for all Goods and materials supplied and Services to date.
Ultimate Aero reserves the right to change, amend or alter in any way these Terms and conditions without notice to the client.
11. Waiver and Exercise of Rights
No failure or delay by a party to exercise a power or right under this Agreement shall operate as a waiver of that power or right.
Should any clause of this Agreement or part thereof be found invalid or unenforceable by law, illegal or void, that provision shall cease to operate and shall be considered severed from this Agreement to the extent that the Clause or part thereof is invalid, unenforceable, illegal or void. All remaining provisions of this Agreement shall continue to be enforceable and binding on the parties.
13. Governing Law
These terms and conditions shall be governed by, and construed in accordance with, the laws of the state of Queensland and any dispute in relation to any provisions of this Agreement shall be either by way of arbitration in Queensland, Australia or heard in the courts of the appropriate jurisdiction in the State of Queensland, Australia.