Terms of Sale


VDO Sales ABN 35 009 712 627 (“VDO Sales”) and the customer (“Customer”) agree that these terms and conditions (“Terms & Conditions“) shall apply to the supply of all goods sold (“Goods“) and any services provided in conjunction with Goods sold (“Services”) by VDO Sales to the Customer despite any prior agreements, prior offers, dealings or trade usage, or any terms communicated by the Customer to VDO Sales. These Terms & Conditions supersede those in any previous form and do not affect the validity of any previous guarantee.


  1. Unless expressly stated in an Order, the price of Goods excludes all freight, transportation, shipping, insurance, packing, crating or casing, storage, handling, demurrage, delivery, export and similar charges, and all sales, goods and services, excise or other taxes, and the Customer shall pay and indemnify VDO Sales for those charges or taxes. If VDO Sales expressly agrees in writing that the price includes any of these charges or taxes, the price is subject to adjustment for increases in any of those charges or taxes after the date of acceptance of the Order.
  2. The Customer must pay all taxes, levies, duties and assessments of every nature due in connection with the Goods and Services supplied and hereby indemnifies and holds harmless VDO Sales from any liability on account of any and all such taxes, levies, duties, assessments and deductions.
  3. The Customer agrees to pay in addition to the price of the Goods or Services to be provided all hard outlays incurred by VDO Sales such as filing fees, transport, airfares or other charges.  Any outlays quoted in an Order shall be an estimate only and the Customer agrees to pay such outlays as actually incurred by VDO Sales.


  1. Where the Customer has made payment for Goods or Services with a credit card, the Customer acknowledges and agrees that VDO Sales shall be entitled to debit the same credit card for any interest and additional charges payable by the Customer under these Terms & Conditions.


  1. VDO Sales will use all reasonable endeavours to deliver the Goods on or before the estimated delivery date agreed by the parties (“Delivery Date“), but:
    (i)     the Delivery Date is subject to extension for any delay caused by strikes, lockouts, war, breakdowns, accidents, delays in transport, fire or any cause beyond the reasonable control of VDO Sales; and
    (ii)    VDO Sales will not be liable for any loss, damage or other liability whether in contract, tort, negligence or otherwise and whether directly or indirectly arising from the Goods not being delivered by the Delivery Date for any reason.
  2. The Customer will be charged for all costs related to delivery and such costs will be detailed on the tax invoice provided to the Customer.
  3. The Customer must ensure that sufficient access (including road surfaces capable of withstanding heavy loads) is provided at the place of delivery to enable the Goods to be delivered.
  4. VDO Sales may, with the agreement of the Customer, deliver Goods to the Customer in instalments and in which case VDO Sales may separately invoice the Customer for payment for each delivery instalment unless otherwise agreed in writing.
  5. If VDO Sales is unable to deliver the Goods due to the fault of the Customer then VDO Sales may charge storage fees (and all associated costs) to the Customer.


  1. For the purposes of the Personal Property Securities Act 2009 (as amended from time to time) (the “PPSA”) “Goods” means any and all present and after acquired goods and services supplied by VDO Sales to the Customer.
  2. The Goods shall be entirely at the risk (including loss, damage or deterioration) of the Customer from the time of delivery of the Goods to or pick up by the carrier (the carrier of the Goods shall be taken to be the agent of the Customer even if engaged or paid by VDO Sales).
  3. VDO Sales retains full title to the Goods until VDO Sales receives payment in full for the Goods and all other amounts owed by the Customer to VDO Sales.


The Customer agrees that:

  1. the Customer must satisfy itself as to the truth and accuracy of and may not rely for any purpose upon, any technical or other advice or information provided by or on behalf of VDO Sales in connection with Goods or the Terms & Conditions other than to the extent expressly contracted by VDO Sales to give;
  2. except to the extent prohibited by law, the only remedy of the Customer against VDO Sales for any loss, damage or liability whether in contract, tort, negligence or otherwise of the Customer in connection with the Terms & Conditions, the Goods or Services, VDO Sales’ supply of the Goods or Services or VDO Sales’ failure to supply the Goods or Services to the Customer in accordance with the Terms & Conditions shall be limited to VDO Sales, at its option, replacing or repairing the Goods at the point of manufacture of the Goods or at the point of provision of Goods or re-delivering the Services; and
  3. VDO Sales shall otherwise have no liability to the Customer whether in contract, tort, negligence or otherwise.
  4. Without limiting the generality of the above, the Customer accepts all liability to third parties including subcontractors and head contractors, principals and other parties which may be affected by the Goods or Services supplied including any delay in delivery of the Goods and Services. VDO Sales shall not be required to conduct any liaison with or reimburse any expenses claimed by third parties.


  1. Without limiting clause 4 of these Terms & Conditions, any Goods returned are only accepted with the prior written approval of VDO Sales and may be subject to a handling/restocking fee.  Returns are subject to the goods being defective or other statutory grounds for return.  Goods which have been altered by the Customer cannot be returned simply because the Customer has changed their mind or requirements.
  2. Within three (3) days after the delivery of the Goods the Customer must both complete any inspection or testing required by it to confirm the Goods comply with the Terms & Conditions and notify VDO Sales in writing of the extent to which the Goods do not comply with the Terms & Conditions.
  3. The Customer must not use the Goods (other than to the extent reasonably necessary for the inspection and testing) before the Customer completes the inspection and testing and satisfies itself that the Goods comply with the Terms & Conditions, or, if the Customer notifies VDO Sales in writing that the Goods do not comply with the Terms & Conditions, VDO Sales has had a reasonable opportunity to inspect and test the Goods after VDO Sales receives that notice.
  4. If the Customer does not comply with clause 7(1), the Customer will be taken to have unconditionally accepted the Goods and the Customer must comply with the Terms & Conditions.


The laws of the State of Queensland shall apply to the Terms & Conditions and the parties submit to the jurisdiction of the Courts in the Brisbane CBD.


VDO Sales’ failure to exercise any right under the Terms & Conditions or failure to insist on strict performance of any part of the Terms & Conditions does not operate as a waiver and a partial exercise of a right does not preclude any further or fuller exercise of that right.


If any part of these Terms and Conditions or any related document is or becomes void or unenforceable that part is severed so that all parts which are not void or unenforceable remain in full force and effect and are unaffected by the severance.