Terms and Conditions of Sale
HEATCRAFT AUSTRALIA – CONDITIONS OF SALE
Thank you for choosing Heatcraft. These Conditions set out the terms applying to your purchases of goods and services from Heatcraft.
1.1 These Conditions of Sale (Conditions) form a binding contract for the sale and/or hire of goods and associated services by Heatcraft Australia Pty Ltd (ABN 67 000 056 717) (Heatcraft, us) to a Buyer. The Buyer is the person named as the Customer (or equivalent term) on the accompanying Commercial Credit Application Form, or another application form or webform we make available, or where no form is completed, another person to whom we notify these Conditions.
1.2 Additional terms are incorporated by reference to other documents that we provide to you or make available on our website, such as warranties, application or order forms, quotes, brochures, product descriptions and price lists. Such additional terms apply where they are expressed to form part of these Conditions either in these Conditions or the other document. These Conditions and those other applicable terms constitute the Agreement between you and us.
1.3 Heatcraft may amend or vary these Conditions and any other part of the Agreement by updating them on the Heatcraft website. If the Buyer reasonably believes, and Heatcraft reasonably accepts, that a variation has a material and unreasonable adverse effect on the Buyer, the Buyer may cancel any current or prospective orders or services, without penalty.
1.4 These Conditions apply to all goods and services ordered by the Buyer and provided by Heatcraft whether through a printed or online order received from the Buyer and accepted by Heatcraft, through a quotation by Heatcraft, through oral acceptance by Heatcraft of repeat or future orders for the same and/or similar goods or services, or through another format made available by Heatcraft.
2.1 The price payable by the Buyer for goods and services and associated items such as freight, delivery and installation shall be as notified from time to time by Heatcraft, including (without limitation) on its website, in its price lists or as quoted or advised by Heatcraft upon receipt of an order goods or services from the Buyer. For the avoidance of doubt, in the absence of specific prices of any Goods as provided by Heatcraft, the prices of the Goods in Heatcraft’s published prices on the Heatcraft Smart@ccess Website at the time of delivery shall apply.
2.2 Subject to clause 2.4, quotations are valid for 30 days unless stated otherwise, after which they may be subject to change without notice. Heatcraft may at any time alter its price in respect of future orders.
2.3 Heatcraft reserves the right to change pricing without further notification excluding quotes as subject to clause 2.2. We will, however, endeavour to notify our customers of pricing changes where we are able and notification may occur after prices have been changed.
2.4 If, between the date of the Order from the Buyer and delivery of the Goods, there is an increase in the cost of the supply of the goods by Heatcraft which is due to reasons beyond Heatcraft’s control, then Heatcraft will be entitled to increase the Price of the Goods and/or Cylinder Service Charge to compensate Heatcraft for the increase, such increase to be paid by the Buyer.
2.5 The Buyer shall pay the full price (plus GST), without deduction, set-off or counterclaim immediately on receipt of a valid tax invoice at the time of or following delivery of the goods and services, except when the Buyer has completed and Heatcraft has approved a Commercial Credit Application Form, in which case the Buyer shall have 30 days from the invoice date to pay.
2.6 If the Buyer has not used their Heatcraft credit account for more than 12 months, the credit account may be automatically deactivated. The Buyer may re-apply to Heatcraft for a Heatcraft credit account. Heatcraft is not responsible for any loss or damage that may be suffered by the Buyer as a result of such deactivation.
2.7 In the event that the Buyer fails to pay amounts owing in full by the due date:
(a) Heatcraft may at its option require cash on delivery and/or stop the supply of any further goods or services to the Buyer, for a period or on an ongoing basis; and
(b) the Buyer shall pay to Heatcraft interest calculated daily at a rate 3% higher than the National Australia Bank’s overdraft rate for amounts exceeding $100,000, from time to time, on all monies then due to Heatcraft from the date the price is due to be paid to Heatcraft until such monies are paid in full.
2.8 The Buyer agrees that a tax invoice from Heatcraft is binding and conclusive, except in the event of manifest error.
Heatcraft reserves the right to cancel, or at its option, suspend all trade discounts or rebates given to the Buyer, in the event that the Buyer fails to comply with any of these Conditions.
4.1 The Buyer may submit an order to Heatcraft for goods and services, in any format made available by Heatcraft from time to time, such as an online or printed order form or a quote. Heatcraft shall have no obligation to accept any order from the Buyer.
4.2 The Buyer agrees that:
(a) each order it places shall be deemed to include a representation that it is solvent and able to pay off its debts as and when they fall due;
(b) when any order is placed, the Buyer shall inform Heatcraft of any facts which might reasonably affect any decision to accept the order and/or grant credit. Any failure to do so shall be deemed to create an inequality of bargaining position, the taking of an unfair advantage of Heatcraft and to be unconscionable, misleading and deceptive;
(c) from the time of placing the order, the Buyer is obliged to accept and pay for the goods and services ordered in accordance with these Conditions. Cancellation of an order shall not discharge this obligation to accept the goods and services and make payment;
(d) Heatcraft shall use its reasonable endeavours to ensure that advertised goods and services are available and provided to the Buyer within the time frame requested by the Buyer, but shall not be liable for any loss or damage caused by any unavailability or delay. The Buyer shall not be entitled to reject the goods or services due to any delay; and
(e) the Buyer shall indemnify Heatcraft for any loss, damage, or expense incurred by Heatcraft should the Buyer cancel or refuse to accept or pay for any order or part of any order.
4.3 The Buyer acknowledges that if the Buyer places an order for goods or services that are not offered by Heatcraft as standard, Heatcraft may require the Buyer to pay a non-refundable deposit of up to 50%.
5.1 If Heatcraft accepts an order including delivery of goods, it will arrange delivery at its discretion, at the Buyer’s cost and risk in all things, and use reasonable endeavours to meet any target delivery date, but has no liability for any delay, failure, or inability to deliver, or for any direct or consequential loss, claim, cost or damage to any property of the Buyer or third parties including in particular any food or product loss.
5.2 Where Heatcraft is unable to complete a delivery due to an act or omission of the Buyer, Heatcraft may impose a charge for frustrated delivery to cover Heatcraft’s reasonable costs.
5.3 Unless agreed in writing to the contrary, Heatcraft reserves the right to make part deliveries of any order. A failure by Heatcraft to make delivery of the entire order shall not invalidate or vary the Buyer’s order. If Heatcraft only delivers part of the goods which are ordered by the Buyer, Heatcraft may invoice the Buyer for those goods delivered.
5.4 The Buyer shall notify Heatcraft in writing of any defect or shortages in quantity of any goods within seven (7) days of delivery or taking possession, and after that time the Buyer will not be entitled to make any claim on Heatcraft relating to defects or shortages.
5.5 If the Buyer requests Proof of Delivery (“POD”) in writing to Heatcraft:
(a) within 120 days of the despatch date of the goods, the POD will be supplied by Heatcraft free of charge; and
(b) beyond 120 days of the despatch date of the goods, Heatcraft will charge a reasonable administration fee which must be paid by the Buyer upon receipt of the POD.
6.1 In the event that Heatcraft agrees to accept return of any goods for credit, other than where the return is due to Heatcraft’s breach of these Conditions or of an applicable warranty, Heatcraft will not be responsible for transport costs and will at its discretion, charge a re-stocking fee not greater than 25% of the price.
7.1 Title and risk in the goods shall pass to the Buyer on the Buyer taking possession or delivery but the equitable title in the goods shall not pass to the Buyer until full payment is received by Heatcraft for the goods and any associated services.
7.2 The Buyer shall in all cases be responsible for the payment of any insurance in respect of the goods from the time of taking possession or delivery. In the event that Heatcraft contracts for any such insurance the Buyer shall reimburse the associated costs to Heatcraft.
7.3 Whilst Heatcraft retains the equitable title in the goods:
(a) the Buyer may sell or deal in the ordinary course of business with the goods and with the interest of Heatcraft in the goods and may for those purposes part with possession of the goods, but always subject to the equitable title (and in the case of goods not purchased by the Buyer, the full legal title) of Heatcraft. The proceeds of any such sale or dealing must be held by the Buyer separately on trust for Heatcraft and appropriated solely for the payment of all sums owing to Heatcraft;
(b) the Buyer shall ensure that the goods are clearly identifiable as the property of Heatcraft wherever the goods are located; and
(c) other than as permitted by clause (a), the Buyer must not charge the goods in any way nor grant nor otherwise give any interest in the goods.
7.4 The Buyer hereby irrevocably gives to Heatcraft, its agents and servants, leave and licence without the necessity of giving any notice, to enter on and into any premises occupied by the Buyer to search for and remove any of the goods to exercise Heatcraft’s rights and title under these Conditions and at law, without in any way being liable to the Buyer or any person or company claiming through the Buyer, and if the goods or any of them are wholly or partially attached to or incorporated in premises or any other goods, Heatcraft may sever the attachment in any way whatsoever as may be necessary to remove the goods. If the Buyer parts with possession of the goods as permitted by clause 7.3(a), the Buyer must procure the same rights for Heatcraft in respect of the premises at which the goods are located.
7.5 The Buyer will be responsible for Heatcraft’s costs and expenses in exercising its rights under clause 7.4.
7.6 The Buyer agrees that where the goods have been retaken into the possession of Heatcraft, Heatcraft has the absolute right to sell or deal with the goods, and if necessary sell the goods with the trademark or name of the Buyer on those goods, and the Buyer grants an irrevocable licence to Heatcraft to do so and do all things necessary to sell the goods bearing the name of trademark of the Buyer.
7.7 Heatcraft may suspend or terminate the availability of credit in the event of any breach of these Conditions by Buyer. Until full payment is received by Heatcraft the Buyer shall be deemed to be a bailee of the goods for and on behalf of Heatcraft and Heatcraft shall be entitled to all the rights and remedies of a bailor.
8.1 Heatcraft may offer a Buyer membership of its Gas2Go Club, which entitles members to participate in Heatcraft’s Gas2Go gas management system. Where the Buyer is a member of the Gas2Go Club the Buyer acknowledges that it is also bound by the Gas2Go Membership Conditions. To the extent of any inconsistency between the Gas2Go Membership Conditions and these Conditions, the Gas2Go Membership Conditions shall prevail.
9.1 In this clause, PPSA means the Personal Property Securities Act 2009 (Cth); PPSR means the Personal Property Securities Register established pursuant to the PPSA; and Security Interest means an interest in personal property, and includes any interest of Heatcraft which the PPSA treats as a security interest whether or not the transaction concerned, in substance, secures payment or performance of an obligation.
9.2 The Buyer grants to Heatcraft a Security Interest in goods supplied by Heatcraft to the Buyer in which Heatcraft has a legal or equitable interest under these Conditions, and the proceeds of sale of such goods, for the purposes of the PPSA. If the Buyer parts with possession of the goods as permitted by clause 7.3(a), the Buyer must procure for Heatcraft the same rights in respect of the goods.
9.3 The Buyer consents to Heatcraft registering any Security Interest on the PPSR and agrees to provide all assistance required by Heatcraft to facilitate this.
9.4 The Buyer agrees that in relation to goods that are inventory, the Buyer will not allow any Security Interest other than Heatcraft’s to arise unless Heatcraft has perfected its Security Interest prior to the Customer’s possession of the goods.
9.5 If Chapter 4 of the PPSA applies to the enforcement of the Security Interest arising under or in connection with these Conditions, the Buyer agrees:
(a) to the extent that section 115(1) of the PPSA allows this, the following provisions of the PPSA will not apply to the enforcement of that Security Interest: section 95 to the extent that it requires Heatcraft to give a notice to the Customer, section 96, section 121(4), section 125 (obligation to dispose of or retain collateral), section 130 to the extent that it requires the Secured Party to give notice to the Customer, paragraph 132(3)(d), subsection 132(4), section 142 and section 143 (reinstatement of security agreement); and
(b) to the extent that section 115(7) of the PPSA allows this, the following provisions of the PPSA will not apply to the enforcement of that Security Interest: section 127, section 129(2) and (3), section 132, section 134(2), section 135, section 136(3), (4) and (5) and section 137.
9.6 If the Buyer makes payment to Heatcraft at any time whether in connection with these Conditions or otherwise, Heatcraft may, at its absolute discretion, apply that payment in any manner it sees fit.
9.7 The Buyer agrees to immediately notify Heatcraft of any changes to its name or address (as specified in these Conditions).
9.8 The Buyer agrees to do anything Heatcraft requests the Buyer to do (such as obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed):
(a) to provide more effective security over the Secured Property;
(b) to register in respect of a Security Interest constituted by these Conditions at any time;
(c) to enable Heatcraft to exercise its rights in connection with the Secured Property; and
(d) to show Heatcraft whether the Buyer has complied with these Conditions.
9.9 The Buyer shall pay on demand by Heatcraft any losses arising from, and any costs and expenses incurred in connection with, any action taken by Heatcraft under or in relation to the PPSA, including any registration, or any response to an amendment, demand or a request under section 275 of the PPSA.
9.10 Any notices or documents which are required or permitted to be given to Heatcraft for the purposes of the PPSA must be given in accordance with the PPSA.
9.11 The Buyer waives the right to receive any notice under the PPSA (including notice of a verification statement) unless the notice is required by the PPSA and cannot be excluded.
10.1 Each party agrees not to disclose information of the kind mentioned in section 275(1) of the PPSA, except in the circumstances required by sections 275(7)(b) to (e) of the PPSA. The Buyer agrees that it will only authorise the disclosure of information under section 275(7)(c) or request information under section 275(7)(d), if Heatcraft approves.
10.2 Nothing in clause 10.1 will prevent any disclosure by Heatcraft that it believes is necessary to comply with its other obligations under the PPSA or under any other applicable law.
10.3 To the extent that it is not inconsistent with clauses 10.1 or 10.2 above constituting a "confidentiality agreement" for the purposes of section 275(6)(a) of the PPSA, the Buyer agrees that Heatcraft may disclose information of the kind mentioned in section 275(1) of the PPSA to the extent that Heatcraft is not doing so in response to a request by an "interested person" (as defined in section 275(9) of the PPSA) pursuant to section 275(1) of the PPSA.
11.1 The Buyer warrants and agrees that the Buyer is acquiring the goods for other than personal, domestic, household use or consumption and is therefore not a “consumer” for the purposes of the Competition and Consumer Act 2010 (Cth).
11.2 The Buyer warrants and agrees that in deciding to purchase goods or services from Heatcraft, it has not relied on any representation from Heatcraft, as to their fitness for the Buyer’s purpose or otherwise, nor on any description or illustration or specification contained in any document produced by Heatcraft.
12.1 Except as provided by the Competition and Consumer Act 2010 (Cth) or as expressly set out in these Conditions, Heatcraft makes no warranties or other representations concerning goods or services supplied. Heatcraft’s liability in respect of these warranties is limited to the fullest extent permitted by law.
12.2 To the extent Heatcraft incurs liability under the Competition and Consumer Act 2010 (Cth) that cannot be excluded, the liability is limited to, as the Buyer’s exclusive remedy, at Heatcraft's discretion:
(a) the replacement of the goods or the supply of equivalent goods; or
(b) the repair of the goods; or
(c) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(d) the payment of the cost of having the goods repaired.
12.3 Subject to this clause 12 and to the extent permitted by law, Heatcraft, its employees and/or agents, shall not be liable for any loss or damage, to the Buyer (including any consequential loss or damage, which includes, without limitation, loss of profits and loss of revenue) of any kind whatsoever even if due to the negligence of Heatcraft, its employees and/or agents.
12.4 The Buyer shall indemnify Heatcraft against any action, suit, demand, proceeding, loss, damage, cost and/or expense directly or indirectly incurred or suffered by Heatcraft that is caused by or contributed to by any of the following:
(a) any defect, malfunction or stoppage of the goods;
(b) Heatcraft complying with any instruction of the Buyer about the goods;
(c) any act or omission of the Buyer or a third party occurring after the goods have left the control of Heatcraft;
(d) failure by the Buyer, or any third party associated with the Buyer, to:
(i) adequately provide or display safety markings or safety information on or with the goods;
(ii) comply with any law about the goods or their use (for example, their sale, marketing, labelling or marking);
(iii) take any reasonable precaution to bring to the attention of any potential users of the goods any dangers associated with goods;
(iv) take any reasonable precaution to detect any matters in relation to which Heatcraft may become liable in any way (for example, under the CCA);
(v) provide correct information to Heatcraft; or
(vi) immediately advise Heatcraft (in writing) of any changes to the information provided to Heatcraft.
(e) the Buyer making any statement about the goods (for example, about their performance or characteristics) without Heatcraft's approval;
(f) the use (or misuse) or operation of the goods by the Buyer or any third party; and
(g) any negligence or breach of duty by the Buyer or any third party or any breach by the Buyer of these Conditions.
12.5 If during a period of 12 months from the date of invoice of goods any goods manufactured or supplied by Heatcraft are found upon inspection by Heatcraft to be defective in design, material or workmanship under normal use and service and when properly installed, connected and commissioned, Heatcraft will supply exchange replacement goods or part(s) free of charge to the Buyer.
12.6 Any warranty given by Heatcraft in these Conditions may vary depending on the goods supplied, with such variation to be notified in writing by Heatcraft, on the relevant brochure, or in Heatcraft’s general warranty conditions available on the website www.heatcraft.com.au.
13.1 In this clause 13, Cylinder means the gas cylinder which may be supplied to the Buyer upon purchase of any Gas2Go® or other goods and includes Stillages and other cylinder transportation devices; and Stillage means the stillage or metal pallet which may be supplied to the Buyer upon purchase of any Gas2Go® or other goods.
13.2 Unless otherwise agreed in writing, the Buyer must pay a periodic charge and associated charges, including for refill protection devices or cylinder valve cap replacement, for the hire of a Cylinder as set out in the Cylinder Service Rate Charge Schedule, available upon request from any Heatcraft branch or by contacting Heatcraft via its website.
13.3 The period of hire shall commence on the date of delivery or collection and cease on the date upon which the Cylinder(s) are returned to Heatcraft.
13.4 The Cylinder service charge covers the provision by Heatcraft of services associated with the Cylinders, including but not limited to, cost of tracking, inspecting the Cylinder prior to filling, periodic testing and routine maintenance of the Cylinder (painting and labelling).
13.5 The Buyer must, at its own cost, return all Cylinders to Heatcraft or its authorised agent at their premises as soon as they are empty. Cylinders are not deemed ‘returned’ until received by Heatcraft (or its authorised agent) and Heatcraft provides to the Buyer a written receipt in Heatcraft’s printed format, acknowledging the Cylinder’s return.
13.6 On receipt of each invoice including Cylinder charges, the Buyer is required to verify the total number of Cylinders held that is shown on the face of the invoice. Where there is any discrepancy written notification must be forwarded to Heatcraft within 14 days of receipt of the invoice, failing which the number of Cylinders stated as being held by the Buyer on the invoice shall be conclusive and the Buyer will be liable to Heatcraft for the amount shown on the invoice.
13.7 Heatcraft may charge a deposit upon supply of the Cylinder to the Buyer on terms satisfactory to Heatcraft having regard to the nature of the transaction with the Buyer. Once the Cylinder(s) are returned to Heatcraft in a clean, safe and serviceable condition, Heatcraft will refund the deposit (or appropriate part thereof) to the Buyer.
13.8 The Buyer may hire out or deal in the ordinary course of business with a Cylinder and may part with possession of the Cylinder, but always subject to the full title of Heatcraft. Heatcraft will have the right to charge reasonable fees for transport and administration associated with the collection of any Cylinders from the Buyer.
13.9 Cylinders remain the property of Heatcraft (or its supplier) and the Buyer shall be a bailee of any Cylinders and shall not sell, offer for sale, mortgage, charge, or create any lien or encumbrance over the Cylinders.
13.10 The Buyer shall not repair, modify, tamper with, or contaminate Cylinders and shall not permit the Cylinders to be filled by anyone other than Heatcraft or Heatcraft’s representatives or agents.
13.11 Buyer shall be responsible for the safe use and storage of all Cylinders and Stillages and shall not use the Cylinders and Stillages for any other purpose other than as a container for gas sold or transportation of a container for gas sold by Heatcraft.
13.12 The Buyer shall be responsible for any loss or damage to the Cylinder. Compensation shall be at Heatcraft’s current replacement cost for a Cylinder as set out in the Cylinder Service Rate Charge Schedule and as varied from time to time by Heatcraft to reflect the current Cylinder replacement value with such revision notified on an invoice.
13.13 A Cylinder will be deemed lost if the Buyer reports that a Cylinder is lost to Heatcraft or the Cylinder has not been returned within 12 months after the Cylinder was supplied to the Buyer, whichever is earlier.
13.14 Heatcraft will invoice the Buyer for the replacement cost of a lost Cylinder. If the cylinder is returned in good order within 6 months after the loss, the replacement cost amount paid by the Buyer will be refunded less the applicable charges for the Cylinder for the extended period. If the Cylinder is returned 6 months or more after the date of the loss no refund of the replacement cost charged will be issued.
14.1 These Conditions shall be governed by the laws of the State of New South Wales and the parties submit to the non-exclusive jurisdiction of the Courts of that State.
14.2 The Buyer shall comply with all applicable laws and regulations, such as the US Foreign Corrupt Practices Act, the Criminal Code Act 1995 (Cth) and Criminal Code Amendment (Theft, Fraud , Bribery and related Offences) Act 200 (Cth) and all export control laws of Australia, New Zealand, the United States and any other applicable destination and hereby indemnifies and hold harmless Heatcraft, its directors, officers, servants and agents from any liability arising from the Buyer’s failure to comply with such laws. The Buyer must obtain and maintain all applicable licenses during the term of these Conditions.
15.1 If any duties, taxes, rates or other impost shall be levied in respect of any purchase of goods or hire of the Cylinders, the Buyer shall pay such amount in addition to the price (plus GST).
15.2 the event that the Buyer shall specifically order Heatcraft to acquire goods or components from any foreign source the price (plus GST) payable by the Buyer may be increased by Heatcraft at any time whether before or after delivery and despite any quotation that may have been given by Heatcraft to the Buyer to compensate Heatcraft for any exchange loss which may have occurred as a result of the fall in value of Australian currency as against the relevant foreign currency during the period from the date of the order to the date of the payment.
16.1 The Buyer shall be in default under these Conditions, where:
(a) the Buyer fails for any reason to pay any moneys due to Heatcraft as and when they fall due; or
(b) the Buyer fails to perform or observe any of its obligations under these Conditions; or
(c) the Buyer exceeds the limit of any credit account with Heatcraft; or
(d) any of the assets or property of the Buyer are subject to a warrant of execution or similar for more than seven days after its levy or issue; or
(e) the Buyer suspends payment of its debts or is presumed to be insolvent within the meaning of the Corporations Act 2001 (Cth) or enters or proposes to enter into any arrangement scheme or composition with its creditors or ceases or threatens to cease carrying on business or is wound up or suffers the appointment of any external administration.
16.2 In the event of default by the Buyer, the Buyer must indemnify Heatcraft’s legal costs, fees, charges, expenses and outgoings on a solicitor and own client basis flowing from the default.
17.1 If the Buyer enters into these Conditions as the trustee of a trust (whether disclosed to Heatcraft or not) the Buyer warrants to Heatcraft that the Buyer:
(a) enters into this agreement in both its capacity as trustee and in its personal capacity;
(b) has the right to be indemnified out of trust assets; and
(c) will not retire as trustee of the trust or appoint any new or additional trustee without advising Heatcraft.
17.2 If the Buyer consists of more than one legal person, including if the Buyer enters into these Conditions as a partner, the Buyer warrants that each Buyer agrees to the entry into these Conditions and that all Buyers are jointly and severally bound by these Conditions, and remain so until the Buyer requests that a Buyer be no longer bound, and Heatcraft so agrees, such agreement not to be unreasonably withheld.
17.3 If the Buyer enters into these Conditions as a corporation, the Buyer warrants that it is duly registered as an Australian corporate entity, it is compliant and up to date with its notification obligations under the Corporations Act 2001, and there is nothing in its documents of incorporation or otherwise that prevents it entering into and carrying out its obligations under these Conditions.
18.2 Credit reporting bodies which Heatcraft may provide personal information to and receive information from include Veda Advantage Ltd (information at https://www.veda.com.au/) and Dun and Bradstreet (information at http://dnb.com.au).
19.1 Buyer restructure - The Buyer must notify Heatcraft in writing of any change in its structure or management including any change in director(s), shareholder, or change of management within 4 business days of the date of such change.
19.2 Severability - Any part of these Conditions being a whole or part of a clause shall be capable of severance without affecting any other part of these Conditions.
19.3 Waiver - A single or partial exercise or waiver of a right relating to these Conditions will not prevent any other exercise of that right or any other right.
19.4 Intellectual Property - No right or licence is granted to the Buyer under any patent, copyright, register design, know-how or other intellectual property rights except the right to use or resell the goods. If the goods incorporate any design or specification of the Buyer, Heatcraft shall not be liable for any infringement of any intellectual property rights caused by the goods or their use or sale by the Buyer.
Unless otherwise agreed in writing, Heatcraft shall manufacture and/or supply the goods in accordance with its own specification and standards and using parts and manufacturing processes and techniques solely at its own discretion.