Terms of Sale
1. Nature of Document. This document is the acknowledgment of a contract between Zenith Chirppractic
PTY LTD Australia and New Zealand on behalf of Williams Healthcare Systems, LLC (the
"Company"), and the party to whom this form is directed (the "Buyer") providing for the sale of products
specified on the reverse side (the "Products") to Buyer on these Terms of Sale; however, if this
document is construed to be an acceptance, acceptance is expressly conditional on the Buyer's
agreement to all of the terms and conditions contained herein.
2. Termination by The Company. The Company reserves the right to unilaterally terminate the contract
for sale of the Products at any time the Company determines that Buyer's credit is not satisfactory.
3. Cancellation by Buyer. Orders, which are cancelled prior to shipment, will be subject to a cancellation
charge of 15%. Orders for custom Products may not be cancelled once manufacture has commenced.
4. Prices. Products scheduled for shipment within 30 days of the acknowledgment of the contract by the
Company will be priced at the time of acknowledgment. Products scheduled for shipment beyond 30
days from the acknowledgment will be priced at the time of shipment. All prices are inclusive, where
indicated of freight charges from Williams Manufacturing LLC Elgin, Illinois, exclusive of taxes and
duties. Errors or omissions in prices are subject to correction. Quoted price may be subject to change
without notice unless otherwise specified.
5. Payment. Unless otherwise specified by the Company, payment terms will be net cash 30 days from
date of invoice. A charge of 1 ½ % be charged per month may be charged to Buyer will be imposed on
overdue accounts. Buyers will be liable for all expenses (including legal fees) incurred in collecting any
5a. All purchases remain the property of Zenith Chiropractic PTY LTD until payment has been made in full. In the case of products not being paid in full, section 5. Applies. This may result in forfeiture of deposits inclusive of shipping and or associated import duties, fees and Goods and services tax.
6. Freight. The Company will utilise the companies designated carrier [Freight Collect], unless the Buyer
instructs otherwise. Claims against carriers must be filed by Buyer on all F.O.B. Shipments. All
shipments ex the USA are insured for loss or damage in transit at the Buyers cost. Liability of damage is
limited at the time of delivery.
7. Inspection. Buyer must inspect all Products and notify the Company within 10 days of receipt if there
are any obvious defects or shortages. If the Company is not so notified, the Buyer will not be entitled to
any recourse for those defects and shortages.
8. Returns. Prior written permission must be obtained from the Company before any merchandise may
be returned. All returns will be subject to a 25% restocking charge and will be credited at original invoice
value only. All returns must be pre paid.
9. Delivery. Delivery dates are estimates only. Time shall not be of the essence unless specifically
agreed in writing.
10. Warranty. The Products (and parts thereof) are warranted to be free from defects in material and
workmanship for a period of ONE YEAR from shipment date. If notice of a claim is made within the one
year period, the Company will either repair or replace, at its election, all parts that are defective. Repairs
by third parties and/or all returns must have been previously authorized by the Company. The Product
may be covered by additional warranty terms as explained on the factory warranty. The Warranty does
not cover labour charges on removal of defective parts or installation of repaired or replacement parts.
All parts returned must be properly identified. Freight both ways is the responsibility of the user or the
Defective conditions caused by user, third parties, acts of God, abnormal use or stress or any other
matters unrelated to the Company and beyond its reasonable control are not covered.
This Warranty is exclusive and is in lieu of all other warranties, express or implied, including the
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. Consequential Damages. In no event shall the Company be liable for loss of use, revenue or profit
or for any other incidental, special or consequential damage.
12. Delays. The Company shall not be liable for any delay or failure to perform if caused by an event or
contingency beyond its reasonable control, irrespective of the nature thereof.
13. Modification; Governing Laws; Entire Agreement. No modification of the terms and conditions
specified in this document shall be binding upon the Company unless agreed to by the Company in writing.
The contract shall be governed by, and construed in accordance with, the laws of Australia.
If accepted by Buyer these provisions shall constitute the entire agreement of the parties with
respect to the sale of the Products by the Company to Buyer.
14. Arbitration. Any controversy arising under the contract, or the breach thereof, shall be finally settled
by arbitration in NSW, and judgment upon the award may be entered in any court having jurisdiction.
15. International. All product prices listed and sold in Australia and New Zealand are subject to 240V
conversion at the factory.
16. No warranty, expressed or implied is available to parallel imported products to the Australian market.
Conversion of uncertified, unauthorised equipment remains the responsibility of the User. Zenith
Chiropractic PTY LTD Australia and New Zealand and their affiliates reserve the right to refuse service
and parts, at their discretion where by the liability of the company may be exposed or the proposed
repair is deemed unsafe, not fit for purpose, uses non OEM parts or where modifications to the
equipment is outside the Original Manufacturers specifications.