Terms and Conditions
Background
A. The Customer wishes to place orders to purchase Products from time to time.
B. The Supplier may agree to supply those Products to the Customer in the volumes acceptable to the Supplier on the following terms.
Agreed Terms
1. Supply of Products
Request
1.1 The Customer may from time to time place a request for Products with the Supplier using a completed Order Form.
1.2 The Supplier may provide the Customer with a quote for the Products contemplated by a Request.
1.3 If the Customer accepts a Quote by written notice to the Supplier then:
- (a) subject to payment of the Purchase Price, the Supplier sells the Customer the Products contemplated by that Request; and
- (b) the Customer buys the Products specified in that Request for the Purchase Price.
Delivery
1.4 The Supplier must endeavour to deliver or request a third party to deliver the Products listed in an Accepted Order at the Customer's cost from the location nominated by the Supplier at times nominated by the Supplier.
1.5 The Customer acknowledges that any delivery dates nominated or agreed to by the Supplier are indicative only, and are not binding on the Supplier.
Exclusivity
1.6 The Customer acknowledges that the Supplier may supply the Products to any third party, and that the Customer is not the exclusive customer of the Supplier.
2. Retention of Title and Risk
Definitions
2.1 In clause 2, proceeds, security interest, purchase money security interest, financing statement and financing change statement have the respective meanings given to those terms by the PPSA.
Supplier Retains Title in the Products
2.2 The Supplier retains title in the Products delivered under this agreement until the Customer has paid both the Purchase Price of the Products and all other money owed by the Customer to the Supplier.
Supplier has a PMSI
2.3 The Supplier and Customer intend clause 2 to secure the purchase price of the Products and create a purchase money security interest in the Products.
Supplier May Allocate Payments
2.4 The Supplier may allocate payments made by the Customer to the Supplier under this agreement, or any other agreement with the Supplier, to any obligation owed by the Customer to the Supplier.
Risk
2.5 Risk in the Products passes to the Customer when the Products leave the Supplier's premises for delivery to the Customer.
2.6 Once risk has passed to the Customer, the Customer must insure the Products and keep them insured.
Customer Must Not Dispose of Products
2.7 While the Products remain the property of the Supplier, the Customer must not sell, lease, or otherwise dispose of the Products.
Customer Must Not Grant Security Interest
2.8 While the Products remain the property of the Supplier, the Customer must not grant or allow another to hold a security interest in:
- (a) the Products; or
- (b) the proceeds of the Products; or
- (c) any goods to which the Products are installed or affixed.
2.9 It is a condition of this agreement that the Customer complies with clause 2.8.
Costs
2.10 The Customer must pay all costs, expenses and other charges incurred or payable by the Supplier in relation to the filing of a financing statement or financing change statement on the Personal Property Securities Register in connection with this agreement.
Breach
2.11 If the Customer fails to comply with any obligation under this agreement, then without limiting the remedies available to the Supplier:
- (a) upon request by the Supplier, the Customer must return the Products on which there are outstanding amounts owing;
- (b) the Customer authorises the Supplier and any person authorised by the Supplier to enter premises where the Products may be located to take possession of the Products; and
- (c) the Supplier may retain, sell or otherwise dispose of the Products.
2.12 The Customer agrees to the extent permitted under the PPSA, the Customer has no right to receive notice of removal of an accession under the PPSA.
3. Price and Payment
3.1 The Purchase Price for Products is the price stated in the applicable Quote.
3.2 Unless otherwise agreed in writing, the Customer must pay the Purchase Price within 30 days of the date of invoice.
3.3 If the Customer fails to pay any amount by the due date, the Supplier may charge interest on the overdue amount at the rate of 2% per month.
4. Warranties and Liability
Supplier's Warranties
4.1 The Supplier warrants that Products will:
- (a) be of merchantable quality;
- (b) be fit for any purpose made known by the Customer; and
- (c) comply with applicable Australian standards.
Limitation of Liability
4.2 To the maximum extent permitted by law, the Supplier's liability for breach of warranty is limited to:
- (a) replacement of the Products;
- (b) repair of the Products; or
- (c) refund of the Purchase Price.
4.3 The Supplier is not liable for any consequential, indirect, or special damages arising from the supply or use of Products.
5. Intellectual Property
5.1 All intellectual property rights in Products, including patents, designs, trademarks, and copyright, remain the property of the Supplier or its licensors.
5.2 The Customer must not reverse engineer, decompile, or disassemble any Products or attempt to derive source code.
6. Confidentiality
6.1 Each party must keep confidential all information disclosed by the other party in connection with this agreement.
6.2 This obligation does not apply to information that:
- (a) is publicly available;
- (b) was known to the receiving party before disclosure;
- (c) is required to be disclosed by law; or
- (d) is independently developed by the receiving party.
7. Term and Termination
7.1 This agreement commences when the first Quote is accepted and continues until terminated by either party.
7.2 Either party may terminate this agreement by giving 30 days' written notice to the other party.
7.3 The Supplier may terminate this agreement immediately if the Customer:
- (a) breaches any material term;
- (b) becomes insolvent; or
- (c) has a receiver or administrator appointed.
8. General
Governing Law
8.1 This agreement is governed by the laws of Queensland, Australia.
Entire Agreement
8.2 This agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.
Amendment
8.3 No amendment to this agreement is effective unless made in writing and signed by both parties.
Severability
8.4 If any provision is held invalid or unenforceable, the remaining provisions continue in full force.
Waiver
8.5 No waiver of any breach is effective unless in writing, and no waiver constitutes a continuing waiver.
Force Majeure
8.6 Neither party is liable for failure to perform obligations due to circumstances beyond their reasonable control.