Definitions

“The Purchaser” means the person firm or entity to whom goods or services are supplied or to whom a quotation for the supply of goods or services is given.

“SECTRONICS” means Sectronics Australia Pty Ltd, which is the entity supplying the goods or services to the Purchaser under these terms and conditions.

“The Parties” means The Purchaser and SECTRONICS.

“Terms” means the Terms and Conditions embodied in this document and as may be amended from time to time.

“Quotation” means any quotation from SECTRONICS for the supply of goods or services to the Purchaser.

2. Incorporation         

2.1 These Terms govern every contract, transaction and arrangement for the supply of goods and/or services by SECTRONICS to the Purchaser and except as modified in accordance with clauses 2.2 and 2.3 constitute all the terms agreed between them to the exclusion of all other terms and conditions

2.2 No modifications to these Terms whether put forward in the Purchaser’s order, specification or otherwise shall bind SECTRONICS unless agreed to in writing by SECTRONICS’s authorised employee or representative.

2.3 SECTRONICS may amend these Terms by the giving of notice to the Purchaser in writing and the new Terms shall apply to the supply of all goods and/or services to the Purchaser by SECTRONICS after such notice is given.

2.4 These Terms supersede any terms and conditions that have previously governed the supply of goods and/or services to the Purchaser.

3. Quotations and Catalogues           

3.1 Any quotation/invoice given by SECTRONICS is a mere invitation to treat and does not constitute a contractual offer and unless specifically stated otherwise all quotations lapse thirty (30) days after issue

3.2 SECTRONICS catalogues and brochures are published as sources of general information only, they do not constitute contractual offers and are not binding on SECTRONICS

3.3 All quotations given are based on the Purchaser’s requirements as understood by SECTRONICS at the time of quoting but in all cases it remains the responsibility of the Purchaser to verify that Goods are fit for purpose before accepting any quotation.

3.4 Unless specifically stated otherwise all quotations are exclusive of GST freight and other taxes duties or charges.

3.5 All quotations are confidential and the Purchaser agrees not to disclose pricing or other details to any other party.

3.6 SECTRONICS reserves the right to vary or withdraw any quotation prior to its acceptance by the Purchaser and any order placed after a quotation has expired may be deemed to be at the standard SECTRONICS prices current at the time of delivery.

4. Orders and Cancellations               

4.1 Orders for goods and /or services shall not be binding upon SECTRONICS until accepted either formally in writing or by way of positive action to invoice or dispatch the goods.

4.2 Once SECTRONICS has accepted an order the Purchaser may not cancel alter or modify that order without the written consent of SECTRONICS’s authorized employee. Where SECTRONICS does so consent the purchaser may be required to reimburse SECTRONICS for costs incurred in relation to the order up until the time that SECTRONICS agreed to the cancellation.

5. Price and Payment               

5.1 Subject to these terms and in the absence of any contrary agreement the price of the goods and services supplied under these terms will be SECTRONICS’s listed price being current at the time of supply. Prices quoted in published price lists or by SECTRONICS representatives are subject to change without notice and are not binding on SECTRONICS.

5.2 Where trade pricing has been arranged in advance the price of the goods and services supplied under these terms will be the listed price less any discount agreed to in writing between the parties.

5.3 Where goods are imported by SECTRONICS and where the applicable exchange rates or customs duties vary suddenly and adversely by an amount greater than 5% between the time of order acceptance by SECTRONICS and the time of delivery to the Purchaser; then SECTRONICS may adjust the price to reflect such changes.

5.4 Unless specifically stated otherwise all prices are exclusive of GST, freight and other taxes, duties or charges, which shall be added to the amount, paid by the Purchaser.

5.5 Payment terms are strictly cash, eftpos and or credit card prior to dispatch unless a credit facility has been pre-arranged between SECTRONICS and the Purchaser, in which case payment must be in accordance with the terms of that credit facility.

5.6 The Purchaser will be invoiced for the goods and/or services by SECTRONICS at the time of supply and, unless otherwise arranged between the parties in writing, all credit facility purchases must be paid for by the Purchaser within thirty (30) days after the month end in which the goods were supplied.

5.7 The Purchaser agrees that SECTRONICS is authorised to allocate the payment of any monies received from time to time from the Purchaser towards any outstanding account of the Purchaser held with SECTRONICS.

5.8 All payments made by the Purchaser to SECTRONICS shall be in the currency specified in the invoice without deduction or set off of any kind.

5.9 If the Purchaser breaches its payment obligations to SECTRONICS under these Terms then SECTRONICS may, at its discretion initiate one or more of the following actions:

Apply interest to the overdue portion of the account at a rate of 1.5% per month calculated daily from the date the payment was due until payment is received in full.

Suspend or revoke the credit facility between SECTRONICS and the Purchaser requiring that all further supply be on paid in cash, eftpos or credit card prior to dispatch of delivery.

Suspend any further supply of goods or services to the Purchaser and cancel or suspend any trade discount arrangements current between the parties.

Initiate legal action to recover all debt and legal expenses incurred by SECTRONICS in connection with such action.

6. Delivery and Risk 

6.1 Unless specifically agreed otherwise in writing between the parties, responsibility to arrange and pay for freight from the relevant SECTRONICS place of business to the Purchaser’s desired destination shall rest with the Purchaser (FOB). Delivery is affected when SECTRONICS hands the goods over to the carrier nominated by the Purchaser or SECTRONICS’s carrier, on behalf of the Purchaser, if so instructed by the Purchaser. Risk in the goods shall be deemed to have passed from SECTRONICS to the Purchaser once the goods have left the relevant SECTRONICS premises.

6.2 The Purchaser agrees that SECTRONICS shall be entitled to store, at the risk and cost of the Purchaser, any goods which SECTRONICS, after reasonable endeavours, is unable to deliver to the Purchaser or which the Purchaser refuses to receive and to take such action without limiting any other rights which SECTRONICS may have.

6.3 While SECTRONICS shall use all reasonable endeavours to meet scheduled delivery dates, SECTRONICS shall not be liable to the Purchaser for any loss or damage whatsoever should it be delayed or prevented from delivering the goods, supplying services or otherwise performing any of its contractual obligations due to any cause or circumstance beyond its reasonable control. In the event of any delay in delivery or supply as aforesaid, the due date for delivery shall be deferred for a period equal to the time lost by reason of the intervening cause or circumstance.

6.4 SECTRONICS reserves the right to deliver goods in instalments, where appropriate or necessary, and all such instalments, when separately invoiced, shall be paid for by the purchaser without regard to the delivery of subsequent instalments.

7. Returns and Credits           

7.1 The Purchaser shall promptly inspect all goods received from SECTRONICS. SECTRONICS shall not be liable for shortages or errors in deliveries unless the Purchaser submits a written claim with proof of purchase within 14 days of delivery. If no such claim is submitted within 14 days then the purchaser will be deemed to have accepted the goods.

7.2 The Purchaser may request a credit for goods returned and SECTRONICS may accept such a request however in all cases the goods must be returned in “as new” condition and returned goods may incur a restocking fee of 20%.  The restocking fee may be greater in cases where packaging has been compromised and the goods require repackaging. As a general rule requests for return and credit should be submitted within 14 days of purchase and may be refused after 30 days.

7.3 SECTRONICS may refuse to accept a request for return and credit where unusual goods have been ordered in for special projects.

7.4 SECTRONICS reserves the right to make such alterations to the specifications design and manufacture of goods as it shall, in its discretion as supplier, deem necessary to achieve best practice provided always that the goods shall remain fit for purpose and of merchantable quality. Small variations in the goods shall not be the basis of any claims.

8. Regulations, Licenses and Rights              

8.1 It is the responsibility of the Purchaser to obtain any license or approval required by any government or other authority for the purchase or use of the goods supplied by SECTRONICS.

8.2 The Purchaser indemnifies SECTRONICS against all claims against SECTRONICS arising as a result of the methodology employed by the Purchaser in the installation deployment and use of the goods supplied by SECTRONICS. This includes but is not limited to claims for infringement of third party intellectual property rights.

8.3 The supply of goods and/or services by SECTRONICS to the Purchaser shall not entitle the Purchaser to use any SECTRONICS trade marks or the trade marks of any manufacturer or supplier whose products are represented or sold by SECTRONICS.

9. Property and Ownership 

9.1 Property in and ownership of the goods, the subject of supply by SECTRONICS, shall pass to the Purchaser only when payment in full is received by SECTRONICS. Subject to clause 9.2 until payment in full is received by SECTRONICS, the Purchaser shall hold the goods as bailee for SECTRONICS.

9.2 Without prejudice and in addition to any other right or remedy that SECTRONICS may have :-

(a) if the Purchaser fails to pay all or any part of the purchase price owing hereunder on the date for making such payment in accordance with clause 5.5, then SECTRONICS shall have the immediate right to re-take and resume possession of the goods; and

(b) if any one or more of the following events occur:-

(i) a Receiver/Manager is appointed over any part of the undertaking, property or assets of the Purchaser;

(ii) an order is made for the winding up or dissolution without winding up of the Purchaser or an effective resolution is passed for the winding up of the Purchaser;

(iii) the Purchaser is placed under official management;

(iv) the Purchaser becomes bankrupt;

then SECTRONICS shall have the immediate right to re-take and resume possession of the goods so long as payment of the full amount owing hereunder has not been made.

9.3 For the purposes of re-taking and resuming possession of the goods the Purchaser hereby licenses SECTRONICS or its authorized agent to enter upon the Purchaser’s premises or, to the extent permitted by law, any other premises where the goods are kept.

9.4 Until payment in full for the goods has been received by SECTRONICS and subject to the conditions of clause 9.5, the Purchaser is not permitted to pledge, mortgage, charge or part with the goods without SECTRONICS’s prior written consent.

9.5 Not withstanding that payment in full has not been received by SECTRONICS, the Purchaser may resell the goods in their original form or incorporated into another product. In the case of such re-sales the Purchaser acts as agent for SECTRONICS and the proceeds of the re-sales shall be held by the Purchaser on trust for and as agent of SECTRONICS and shall pay the proceeds to SECTRONICS as they become due under these Terms.

10. Warranty and Liability  

10.1 SECTRONICS warrants that the goods supplied to the Purchaser are free from defects which are the result of faulty materials and/or faulty manufacturing processes. The term of this Warrantee is for a period of 12 months from the effective date of delivery to the Purchaser however SECTRONICS shall assign to the Purchaser, in so far as it is able to do so, the benefit of any condition, warrantee or guarantee, expressed or implied, in SECTRONICS’s contract with its own supplier.

10.2 SECTRONICS warrants that it shall perform its services with reasonable care and skill and shall investigate any bona fide complaint that any of its services have not been performed satisfactorily. If satisfied that such a complaint is justified SECTRONICS shall use all reasonable endeavours to remedy the situation at no extra charge to the Purchaser.

10.3 These Terms set forth the full extent of SECTRONICS’s obligation and liability to the Purchaser with respect to the goods and/or services supplied and all terms, conditions, warranties and representations that might otherwise be implied by statute or otherwise are hereby excluded.

10.4 Certain legislation including the Trade Practices Act 1974 imply warranties or conditions or impose obligations upon SECTRONICS which cannot be excluded, restricted or modified except to a limited extent. These Terms must be read and construed subject to such statutory provisions. Where such statutory provisions apply, to the extent to which SECTRONICS is entitled to do so, its liability shall be limited at its option to:

(a) in the case of a supply of goods

(i) the replacement of the goods or supply of equivalent goods

(ii) the payment of the cost of replacing the goods or acquiring equivalent goods

(iii) the payment of the cost of having the goods repaired

(iv) the repair of the goods and

(b) in the case of services

(i) the supply of the services again or

(ii) payment of the cost of the supply of the services again.

10.5 SECTRONICS shall not be liable in any circumstances for any:

(a) Defects or damage caused in whole or in part by misuse, abuse, neglect, electrical or other overload, improper installation, maintenance, alteration or repair

(b) Transport costs or installation and removal labour costs

(c) Technical advice or assistance given in any form by SECTRONICS to the purchaser provided always that SECTRONICS has rendered such services with due care and skill and that any goods supplied in connection with the services are reasonably fit for purpose.

10.6 The Purchaser shall notify SECTRONICS within 14 days of it becoming aware of any facts or matters that the Purchaser knows or should reasonably know may be the subject of any claim whatsoever against SECTRONICS.

11. Limitation of Warranty 

To the extent permitted by law and subject only to any express exception contained in these Terms, SECTRONICS shall under no circumstances be liable in any way whatsoever to the Purchaser for any form of loss, damage or expense sustained or incurred by the Purchaser or any other party in consequence of or resulting directly or indirectly out of the supply of goods and/or services by SECTRONICS or any contract incorporating these conditions or the negligence of SECTRONICS.

12. Non Availability 

While every effort shall be made to fulfill the Purchaser’s orders for the goods, SECTRONICS shall not be liable for ant loss or damage arising through the non-availability of stock.

13. Privacy     

The Purchaser shall irrevocably authorize SECTRONICS to provide any information contained in the Purchaser’s application for credit from SECTRONICS to any credit providers or credit agencies so as to enable SECTRONICS to make an assessment as to whether to approve the Purchaser’s application for credit. SECTRONICS may give information about the Purchaser to such credit providers or credit agencies as permitted under the Privacy Act 1988

14. Law and Jurisdiction       

The laws of the State of Victoria shall govern the constitution, validity and performance of any contract incorporating these Terms and the Parties agree to submit to the jurisdiction of the Courts of that State.

15. General    

15.1 All clerical errors are subject to correction and shall not bind SECTRONICS.

15.2 The Purchaser shall not treat any employee of SECTRONICS as authorized to bind SECTRONICS unless SECTRONICS have given the Purchaser express written notice to that effect.

15.3 The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of the remaining provisions.

15.4 SECTRONICS’s failure to enforce at any time or for any period of time, any term of any contract incorporating these conditions shall not constitute a waiver of such terms and shall in no way affect its right to enforce it.

15.5 Headings are included for ease of reference and do not form part of or affect the interpretation of these Terms.

15.6 These Terms bind SECTRONICS, the Purchaser and their respective successors and assigns.