Application of Terms
1. These Terms set out the contractual basis upon which we agree to supply you with Goods and Services and apply whenever Goods or Services are quoted for, sold, or supplied by us to you.
2. Any terms or conditions included in, attached to, or referenced in your Order, or any other document provided by you (including any purchase order terms subsequently given to us by you) deviating from, or inconsistent with, these Terms, are expressly rejected by us and will not vary or supplement these Terms.
3. Each supply which we make following our acceptance of an Order will be regarded as a separate Contract, which is subject to these Terms.
4. Where we have granted you a credit facility, our Credit Facility Terms apply. In the event of any conflict or inconsistency between these Terms and our Credit Facility Terms, our Credit Facility Terms prevail to the extent of the conflict or inconsistency.
Quotations
5. Quotations made by us are estimates only and will not be construed as an offer or obligation to supply any Goods or perform any Services.
6. Unless stated otherwise, quotations made by us:
(a) are exclusive of GST;
(b) are exclusive of the costs of delivery; and
(c) will remain valid for a period of thirty (30) days from the date of quotation.
7. You acknowledge and agree that quotations made by us may include additional terms or conditions, which will supplement (and are intended to be read in conjunction with) these Terms.
8. We reserve the right to withdraw, vary, or extend the time for acceptance in respect of any quotation made by us at any time prior to the formation of a Contract in accordance with clause 11.
Formation of Contract
9. You may accept these Terms (and you will be deemed to accept these Terms) if you, following receipt of a copy of these Terms:
(a) confirm your acceptance of these Terms; or
(b) place an Order with us.
10. We reserve the right to not accept your Order, without having to provide reasons to you for doing so. For clarity, nothing in these Terms obliges us to supply you with any Goods or perform any Services at any time.
11. Any Order placed by you will be construed as an offer. A binding Contract will only come into existence, if:
(a) we communicate our acceptance of your Order, whether in writing or by electronic means; or
(b) we supply you with any Goods or perform any Services following receipt of your Order.
12. For clarity, a Contract is formed at the location of ours where your Order is placed.
Price and payment terms
13. Subject to clause 14, the Price payable for the Goods or Services will be in accordance with our then prevailing price list (as notified by us to you from time to time), as applicable as at the date of your Order.
14. Where we have issued you a quotation, the Price will be our quoted price (subject to clauses 6 and 24 to 27) which will be binding on us provided you accept our quotation in writing within the period it is valid for acceptance.
15. Unless we have granted you a credit facility, the terms of payment are strictly cash before delivery.
16. Payment may be made by cash, Electronic Funds Transfer (EFT), Visa, and MasterCard credit cards. We reserve the right to change the payment methods that we accept at any time.
17. You acknowledge that we will be at liberty to charge a payment surcharge for applicable transactions equal to our reasonable cost of acceptance.
18. We reserve the right to require payment of a non-refundable deposit. The amount of the deposit will be specified in our quotation or will be advised by us and will immediately become due and payable upon the formation of a Contract in accordance with clause 11, unless otherwise agreed in writing. For clarity:
(a) where we require payment of a deposit, we are under no obligation to supply any Goods or perform any Services until the deposit has been received by us in cleared funds; and
(b) the deposit will be refundable in circumstances where:
(i) you are entitled to a refund under the Australian Consumer Law; or
(ii) you terminate a Contract because of our breach.
19. If GST is imposed on a Taxable Supply made by us to you under any Contract of which these Terms form part, the price of the Taxable Supply will be equal to the GST-exclusive consideration that you must pay to us for the Taxable Supply under the Contract increased by an amount (the “GST Amount”) equal to the amount of GST payable on that Taxable Supply. The GST Amount is, subject to us issuing a Tax Invoice to you, payable at the same time and in the same manner as the consideration to which it relates. If we become liable to pay any tax, duty, excise, or levy in connection with any Contract of which these Terms form part, you must pay us these additional amounts upon written demand.
20. You must check all Tax Invoices and advise us of any errors or omissions within seven (7) days of receipt. Failing advice from you that a Tax Invoice contains any errors or omissions, the Tax Invoice may be deemed accepted by us.
21. Any sums owed to us by you will be made free of any set-off or counterclaim whatsoever, and without deduction or withholding whatsoever.
22. We are entitled to deduct or set off against any monies owing to you by us on any account whatsoever.
Default
23. If you default in the payment of any money due to us pursuant to any Contract of which these Terms form part by the date specified in our Tax Invoice (including any deposit required by us under clause 18), we are entitled to, without prejudice to any other rights which may be conferred upon us by law or equity, do any or all of the following:
(a) charge you interest on the outstanding amount at the rate of 10% per annum, which interest will accrue and will be recoverable for each day (or part thereof), that the money remains outstanding until payment is received by us in full;
(b) require you to pay, in advance, for any Goods or Services (or any part of the Goods or Services) which have not yet been supplied; and
(c) suspend or cease the supply of any further Goods or Services to you.
Variations
24. If you request or direct that any Goods or Services be supplied that are not strictly in accordance with our quotation or your Order, then such Goods or Services will constitute a variation.
25. A notice of variation must be submitted by you in writing and is only effective if accepted by us in writing.
26. You understand and agree that:
(a) all variations must be agreed in writing prior to the Goods or Services that are the subject of the variation being supplied; and
(b) all variations will be, in our discretion, invoiced at the rates specified in our quotation, as specifically quoted, or in accordance with our then prevailing price list.
27. Notwithstanding clauses 24 to 26, and subject to any rights you might have under the Competition and Consumer Act 2010 (Cth) or any other legislation, we reserve the right to vary the quoted Price, if:
(a) the Goods or Services specified in your Order are varied from the Goods or Services specified in our quotation (or are otherwise varied following the formation of a Contract); or
(b) otherwise as provided for in these Terms.

51. If any Goods are required for a particular purpose, you must clearly specify that purpose in writing in your Order and must obtain written assurance from us that the Goods when supplied will meet that requirement. If you do not specify the particular purpose and we do not expressly undertake in writing that the Goods will be fit for the specified purpose, then you agree that you did not rely on our skill or judgment in relation to the suitability of the Goods for a particular purpose.
Intellectual property
52. All right, title and interest in the Intellectual Property Rights in and to all Works, and all Goods sold or supplied by us are, and will at all times, remain our property.
53. All improvements, derivatives and modifications to the Intellectual Property Rights contemplated by clause 52 (the “Improvements”) vest in us immediately on creation. To the extent necessary to give effect to this clause 53, you assign to us all right, title, and interest in the Improvements.
54. You acknowledge and agree that you have no rights to use our Intellectual Property Rights under these Terms, except as expressly set out herein, unless otherwise agreed in writing.
Indemnity
55. You are liable for and indemnify us in respect of all liability, claims, damage, loss, costs, and expenses (including collection costs, debt recovery fees, and legal costs on an indemnity basis) that we may suffer or incur at any time, directly or indirectly, as a result of any default by you in the performance or observance of your obligations under any Contract of which these Terms form part.
56. Your liability to indemnify us will be reduced proportionally only to the extent that:
(a) any negligent act or omission by us or a breach of our obligations under any Contract of which these Terms form part has contributed to the liability, claim, damage, loss, cost, or expense which is the subject of the indemnity; or
(b) these Terms make us specifically liable for any cost or expense or rectifying or repairing any defect in, malfunction of, or damage to the Goods.
57. Your liability to indemnify us is a continuing obligation separate and independent from your other obligations and survives the performance or termination of any Contract of which these Terms form part.
58. It is not necessary for us to incur any expense or make any payment before enforcing our rights of indemnity conferred by these Terms.
Nature of relationship
59. For the removal of doubt, nothing in these Terms, or any Contract of which these Terms form part, is to be construed as giving rise to a relationship of agency, partnership, joint venture, trust, or other relationship with duties or incidents different from those of parties to an arm’s-length contract.
Limitation of liability
60. We will not be liable for any loss or damage, however caused (including by our negligence), suffered or incurred by you in connection with any incorrect information contained in an Order or otherwise provided by or on behalf of you to us from time to time.
61. Subject to clauses 60, 62, 63, and 65, our liability for any loss or damage, however caused (including by our negligence), suffered or incurred by you in connection with any Contract of which these Terms form part is limited to the sum paid to us by you in respect of that Contract prior to the date you first suffered loss or damage in connection with that Contract.
62. The limitation contemplated in clause 61 is an aggregate limit for all claims, whenever made.
63. Subject to clause 65, we are not liable for any Excluded Loss, however caused (including by our negligence), suffered or incurred by you in connection with any Contract of which these Terms form part.
64. For clarity, and without limiting clauses 60 to 63, the Parties agree that clauses 60 to 63 are to apply in connection with a breach of a Contract, anticipated breach of a Contract, and other conduct regardless of the seriousness or nature of that breach, anticipated breach, or other conduct.
65. If the Competition and Consumer Act 2010 (Cth) or any other legislation provides that there is a guarantee in respect of any Goods or Services supplied in connection with any Contract of which these Terms form part and our liability for failing to comply with that guarantee cannot be excluded but may be limited, clauses 60 to 63 do not apply to that liability and instead our liability for such failure is limited to, in the case of a supply of Goods, us replacing the Goods or supplying equivalent Goods, or in the case of a supply of Services, us supplying the Services again or paying the cost of having the Services supplied again.
Termination of Contract
66. We may, with immediate effect, terminate any Contract of which these Terms form part by written notice to you, if:
(a) you fail to make payment of a deposit required by us or any amount owed to us as and when due;
(b) you commit a material or persistent breach of these Terms and do not remedy the breach within seven (7) days of receipt of a notice identifying the breach and requiring its remedy; or
(c) we are no longer able to, for whatever reason, supply the Goods or Services (or any part of the Goods or Services).
67. For clarity, termination of any Contract of which these Terms form part will not affect the rights which have already accrued to a Party at the time of termination, whether under that Contract or otherwise.
Costs
68. You will pay our costs and disbursements incurred in pursuing any recovery action, or any other claim or remedy, against you, including collection costs, debt recovery fees, bank dishonour fees, and legal costs on a full indemnity basis.
Force majeure
69. We are not liable to you for any delay or failure to perform any obligation under any Contract of which these Terms form part if such delay or failure to perform is due to a Force Majeure Event.
Variation of Terms
70. No variation of these Terms, or any Contract of which these Terms form part, requested by you will be effective, unless varied in writing and agreed between the Parties. Clerical errors (such as spelling mistakes, grammatical errors, or numerical errors) may be subject to correction by us without notification.
71. We may amend these Terms by notifying you in writing. The amended Terms will apply to any Order placed by you following us notifying you of the amendments.
Assignment
72. Neither Party may assign, transfer, or novate its rights or obligations under any Contract of which these Terms form part without the prior written and fully informed consent of the other (which consent must not be unreasonably withheld).
Waiver
73. A waiver of any provision or breach of these Terms, or any Contract of which these Terms form part, will only be effective if made by the affected Party in writing. If a Party elects not to enforce its rights arising as a result of a breach of a Contract, that will not constitute a waiver of any rights in relation to any subsequent or other breach.
Severance
74. If any provision of these Terms, or any Contract of which these Terms form part, is illegal, invalid, or unenforceable, it will be read down so far as necessary to give it a valid and enforceable operation or, if that is not possible, it will be severed from the Contract. Other provisions which are self-sustaining are, and will continue to be, enforceable in accordance with their terms.
Entire agreement
75. Subject to clause 4, the Contract constitutes the entire agreement and understanding between the Parties. All previous negotiations, understandings, representations, warranties, memoranda, or commitments about the subject matter of the Contract are merged in the Contract and are of no further effect. No oral explanation or information provided by a Party to another Party affects the meaning or interpretation of the Contract, or constitutes any collateral agreement, warranty, or understanding.
Governing law
76. These Terms, and any Contract of which these Terms form part, will be governed by and construed in accordance with the laws of Victoria, and the laws of the Commonwealth of Australia in force in Victoria.