Terms and Conditions of Trade

These Terms and Conditions form an integral part of all Sentek agreements, understandings, quotations and order acknowledgements.

TERMS AND CONDITIONS OF TRADE: Sentek Pty Ltd (ABN 78 007 916 672)

(“Sentek”, “We”, “Our” or “Us” and includes Our successors and assigns)

 

To the extent permitted by law, You agree that only these Terms apply to all quotations, offers, Products and/or Services provided to You by Us (unless otherwise agreed in writing by Us).

  1. Definitions

In these Terms (unless the context otherwise requires):

“including” is not to be treated as a word of limitation.

“Incoterms” means the current Incoterms sales terms, published by the International Chamber of Commerce (ICC).

“Products” means all products which are the subject of a binding quotation, offer or order and are supplied by Us to You.

Purchase Price” means the cost of the Products as specified in Our invoice, including all delivery and tax charges.

“Services” means all services which are the subject of a binding quotation, offer or order and are supplied by Us to You, including repair services, training, consulting and rental of equipment.

“Terms” means these terms & conditions, including the Schedule, Special Conditions and Annexures (if any).

“You” or “Your” means you the customer whose name and address is specified in the Schedule or order and includes your legal representatives, administrators, successors and permitted assigns.

 

  1. Supply of Products and Services
    1. We agree to supply the Products and/or Services and You agree to purchase the Products and/or Services on these Terms.

 

  1. Quotations
    1. Quotations are confidential and are based on the information provided by You. All reasonable effort has been made to ensure each quotation is accurate, however, unforeseen circumstances, provision of incomplete information, misinterpretations, variations or extras added which affect production costs or the Services may incur additional charges.
    2. Prices for Our products shall be those stated on the quotation and are based on Our most current published price schedule in effect, which unless otherwise stated, do not include costs incurred for special packaging, shipping or taxes. If prices are contingent on the purchase of a minimum quantity that is not met by You, We shall have the right to adjust the price accordingly.
    3. We reserve the right to re-quote for any subsequent or continuing Services or production batches irrespective of any previous quotation or correspondence.
    4. Unless otherwise stated, all quoted prices are:
      1. in AUD, EUR or USD (as specified) and valid for 30 days only;
      2. exclusive of GST, VAT and all local and regional taxes and charges; and
  • exclusive of packaging and delivery charges.
  1. You must pay GST, VAT and all other applicable duty and imposts (as applicable) in Your country of receipt of the Products and/or Services in addition to Our quoted prices and with respect to any other taxable supply in accordance with these Terms.
  2. If We arrange delivery, delivery charges can be calculated at the time of dispatch and added to the invoice or charged at a later date on Our invoice. An additional administration fee will apply.  No responsibility is accepted for goods in transit. You should arrange Your own transit or marine insurance if required.
  3. Quoted lead times are based on anticipated lead times for raw materials and components, production loading and capabilities at the time of quoting. Changes to requirements, delays in providing correct, complete and/or required information, delays in returning approvals, delays in receiving raw materials and components or other circumstances causing a delay, may result in a rescheduling of the order and a change in the scheduled delivery date.

 

  1. Orders
    1. By placing an order with Us, You represent and warrant that You are solvent and able to pay all of Your debts as and when they fall due.
    2. At the time of placement of each order, You must inform Us in writing of any facts that might reasonably affect any decision to accept the order and/or grant credit. To the maximum extent permitted by law, any failure to do so shall be deemed to create and constitute an inequality of bargaining position, taking unfair advantage of Us and to be unconscionable, misleading and deceptive.
    3. After placement of an order We will acknowledge the order by sending You an order confirmation.
    4. Once you have placed an order it cannot be cancelled or modified without Our written consent.
    5. We may invoice on the scheduled delivery date, any Services provided, work undertaken (including documentation), components or material purchased or committed to (including pre-committed labour and production which cannot be reallocated), prior to cancellation or modification of an order and any other costs which result from any delay in delivery caused by You.
    6. To the maximum extent permitted by law:
      1. Returns may only be made with prior written consent by Us and may not be accepted after 7 days from the date of invoice. Freight costs on goods being returned to Us will be borne by You.  A restocking fee may be charged.
      2. Packing: Where goods were originally supplied in a particular manufacturer’s or supplier’s carton, any return shall be made in that original carton and the goods shall be in their original condition and unmarked condition, complete with any instruction sheets supplied.
  • Goods not returnable: Any goods specifically made, including items cut to length, any goods altered or damaged by You, and any goods especially indented and which are not normal stock items, will not be returnable to Us once supplied.
  1. Delivery
    1. Delivery of a Product will occur in accordance with the Incoterms agreed by Us and specified on Our invoice.
    2. Delivery of Services will occur on the day when the Services are completed by Us.
    3. We will use Our reasonable endeavours to deliver Products or Services on or prior to the scheduled delivery date.
    4. To the maximum extent permitted by law, we accept no liability for any consequence arising from any delay, failure or inability to deliver any Products or Services outside of our reasonable control.

 

  1. Credit Facility
    1. You authorize Us to make, and consent to Us making, all reasonable enquiries to verify Your creditworthiness and credentials.
    2. Your credit facility with Us (if any) shall remain in the name stated by You on Your application for credit facilities until We give Our consent in writing to any change.
    3. If We grant any credit facility or nominate any credit facility limit, We may vary or withdraw such credit facility or credit limit if You are in breach of these Terms or otherwise by providing reasonable prior notice to You. If credit is withdrawn, all outstanding amounts become immediately due and payable.
    4. You must notify Us in writing of any material change in Your structure, management or position or of any other matter that may affect Your credit status (including any sale or disposition of any part of Your business, any change in control, or any new charge, mortgage or security given to any supplier or financier) within 48 hours of any such change.

 

  1. Payment terms
    1. Payment must be made to Us without set-off or deduction by no later than the end of the month following the month in which the Products and/or Services are invoiced, provided that if You do not have a credit facility with Us or if Your credit facility is cancelled You must pay the Purchase Price for Products and/or Services in full before delivery.
    2. Payment must be made at the place specified on Our invoice.
    3. In the event of non-payment of the Purchase Price in accordance with these Terms, you will be liable to pay all reasonable collection expenses, legal costs and any other reasonable expenses incurred by Us in connection with your non-payment.
    4. If You fail to pay any amount due and receivable by Us, We may issue a default notice in relation to any amount due and not paid and give you not less than 14 days’ within which to remedy the non-payment. If You do not remedy the non-payment within the period stipulated within the notice issued in accordance with this clause, We may charge interest on all overdue amounts. Interest will be calculated daily from the date of the relevant invoice and up to and including the date of payment in full and will be based on the Commonwealth Bank’s published overdraft rate from time to time plus 2%. Such interest will be compounding.
    5. Without prejudice to Our other rights and remedies, default in payment shall entitle Us to cease or suspend the supply of Services or the manufacture or delivery of any Product (and, without limitation, to invoice for all work undertaken and costs incurred) and to take proceedings for the collection of outstanding amounts.
    6. You will indemnify Us on demand against all costs and expenses incurred in respect of anything instituted or considered against You for the recovery of any debt, the repossession of any Products or otherwise (including credit collection commissions, legal fees, bank charges and court costs).
    7. All shipments and deliveries are subject to approval of Your credit standing by Us. We reserve the right to decline or postpone shipments for any reason except upon receipt and acceptance of payment or upon terms and conditions acceptable to Us.

 

  1. Credit Card Payments
    1. We accept credit card payments using Visa and MasterCard. Credit Card payments will incur a surcharge no greater than the cost incurred by Sentek.

 

  1. Products: Retention of Title and Risk
    1. All risk in respect of the Products delivered shall be borne by You from the time the Products cease to be within Our actual possession and from such time You accept liability for safe custody of the Products and agree to indemnify Us for any loss relating thereto.
    2. Title in the Products passes to You at the time that all monies due in respect of the Products supplied to you, whenever owing, are paid in full by You to Us.
    3. Until we have received payment in full for the Products:
      1. You irrevocably authorize Us to enter any property where any Products are held or stored, to retrieve those Products which have not been paid for in full. We will not be liable for trespass or any resulting reasonable damage and, without limiting any other rights and remedies, may keep or resell any of the repossessed Products;
      2. You agree that the Products shall be identified or held in a manner which enables them to be readily distinguished from products purchased from other suppliers or Products supplied by Us for which you have paid in full; and
  • the provisions of the Personal Property Securities Act 2009 (Cth)(“PPSA”) clause 10 (below) will apply.
  1. In relation to all Products, if You have not paid the Purchase Price but sell or otherwise dispose of the Products or any part of them, the monies received in respect of the disposal of the Products will be held on trust by You for Us and will be payable immediately to Us on demand.

 

  1. Personal Property Securities Act
  2. Where We have supplied Products to You but where title in the Products has not yet passed to You, You acknowledge and agree that:
    1. these Terms constitute a Security Agreement for the purposes of the PPSA;
    2. You grant Us a purchase money security interest (“PMSI”) over the Products supplied by Us and their proceeds to secure all amounts owed to Us by You;.
  • We may register the PMSI on the Personal Property Securities Register (“PPSR”);
  1. You undertake to do all things necessary and provide Us, on request, all information We require to register a financing statement or financing change statement on the PPSR;
  2. You undertake not to change Your name in any form or other details on the PPSR without first notifying Us;
  3. We have the ability to reclaim the cost of the registration of the PMSI on the PPSR from You; and
  • We need not need give any notice under the PPSA (including a notice of a verification statement) to You unless the notice is required by the PPSA and cannot be excluded.
  1. No party may disclose information of the kind referred to in section 275(1) of the PPSA (except where the parties may do so and where required due to the operation of section 275(7) of the PPSA) and You must not authorise the disclosure of such information.
  2. You agree that, to the maximum extent permitted by law, You waive any rights You may have pursuant to, and the parties contract out of, sections 95, 118, 123, 125, 128, 129, 130, 132(1), 132(4), 135, 142 and 143 of the PPSA.
  3. The parties acknowledge that, unless otherwise defined in these Terms, the terms and expressions used in this clause 10 have the same meaning as given to them, or by virtue of, the PPSA.

 

  1. Warranty
    1. Unless otherwise notified to You, We offer a manufacturer’s warranty for Our Products for a period of 24 months from delivery. To the maximum extent permitted by law, Our warranty is limited to the rectification of Our faulty workmanship, defective in material and/or non-compliance by Us.
    2. To the maximum extent permitted by law, We do not provide any representation or warranty except as expressly provided in these Terms and all conditions, warranties or other terms implied by statute or common law are excluded.
    3. We will undertake in-warranty service for those products for which the existence of warranty conditions can satisfactorily be verified. The satisfaction of warranty conditions will be subject to the proof of purchase and purchase date.
    4. Warranty repairs include only freight costs back to You. To the maximum extent permitted by law, freight costs to send repairs to Us will not be covered.
    5. To the maximum extent permitted by law, We accept no liability for:
      1. any defect or failure due to accident, misuse, abuse, negligence and non-observance of installation and operating instructions, choice of location, configuration or connection, or faulty power supply not caused by Us;
      2. Products which have been repaired or serviced by a person not authorised by Us or which have been fitted with non-approved parts;
  • failure to obtain proper maintenance;
  1. Products used other than for any reasonable purpose for which they were manufactured, or used in a way not specified by Us;
  2. Products You sell, lease or otherwise part with possession of;
  3. deterioration due to normal use and exposure, including abnormal environmental conditions such as lightning strike, flood, extreme heat and insect infestation;
  • expenses relating to transportation of the Product to and from You; and
  • any damage, indirect or incidental, to the Products of whatever nature.
  1. Our warranty is extended to non-warranty repairs carried out by Us but is limited to 3 months from delivery and is applicable to the repair work done and not to any subsequent failure of unrelated parts and software. Charges will be at the fixed, scheduled rate, which includes part costs and labour.
  2. To the maximum extent permitted by law, the remedy in respect of any breach of clause 11 (a) or any breach of any condition or warranty not otherwise excluded by clause 11 (b), is limited at Our option to the replacement of Products or the supply of equivalent Products or the re-supply of Services rendered or the cost of having those Services re-supplied.
  3. If you should make any claim against Us, however arising, for which We are found or admit to be liable, to the maximum extent permitted by law, the amount of damages payable to You in respect of any loss that You sustain will be an amount not exceeding the total amount of fees rendered by Us in respect of the supply of the Products or Services.

 

  1. Liability
    1. To the maximum extent permitted by law, You will indemnify and continue to indemnify Us against any liability, loss, damage, claim, action, demand, costs or expenses (“Claim”) incurred or suffered by Us arising out of:
      1. any breach of these Terms by You;
      2. any breach of any laws by You;
  • any negligent act or omission by You; or
  1. any action or trespass resulting from Us reclaiming any unpaid Products from You,

except to the extent the Claim results from the negligence or wilful misconduct of Us.

  1. To the maximum extent permitted by law, We indemnify and continue to indemnify You against any Claim incurred or suffered by You arising out of:
    1. any breach of these Terms by Us
    2. any breach of any laws by Us; or
  • any negligent act or omission by Us; or

except to the extent the Claim results from the negligence or wilful misconduct of You.

  1. Notwithstanding anything in clauses 12(a) and 12(b) of these Terms and to the maximum extent permitted by law, neither party be liable for any indirect or consequential loss or damage (including loss of profit or loss of opportunity) whatsoever.
  2. These limitations and indemnities continue after the expiration or termination of these Terms.

 

  1. Intellectual Property Rights
    1. Intellectual property rights includes copyright, trade mark, design, patent, semiconductor or circuit layout rights, know how, trade or other proprietary rights or any rights to registration of such rights or protected by statute (“Intellectual Property Rights”).
    2. You will retain ownership of any pre-existing Intellectual Property Rights in materials provided by You to Us for use by Us for the purpose of providing Products, software and/or Services.
    3. We will retain ownership of any pre-existing Intellectual Property Rights in materials, information, tools, and methodologies provided by Us for the purposes of providing the Products, software and/or Services (or undertaking any improvements to the Products, software and /or Services).
    4. Unless otherwise agreed by Us in writing, We will own all new Intellectual Property Rights created or developed by Us in the course of supplying the Product, software and/or Services.
    5. You indemnify Us against any claims of infringement of any Intellectual Property Rights or misuse of a third party’s confidential information brought against Us as a result of Our use of any materials or information provided to Us by You.

 

  1. Confidentiality
    1. You agree not to disclose any information provided by Us to You relating to Us and Our related entities that we may reasonably regard as confidential or commercially sensitive (including without limitation Our pricing information) unless you can establish the information was:
      1. at the time of disclosure, in the public domain;
      2. subsequent to disclosure, entered into the public domain other than through the breach of a duty owed to Us; or
  • required to be disclosed by law.
  1. We will use reasonable endeavours to preserve the confidentiality of information supplied to Us by You that You designate as confidential information. Nothing in these Terms will impose on Us the obligation not to disclose or use information already known to Us prior to its disclosure to Us by You, or lawfully received by Us from a third party, or information published at the date of such disclosure, or information which enters the public domain through no fault of Your own, or is to be disclosed by law.

 

  1. Privacy
    1. The privacy of Your personal information and credit related personal information (“personal information”) is important to Us. We are committed to respecting Your right to privacy and protecting all personal information provided by You to Us.  We are bound by the Australian Privacy Principles in the Privacy Act 1988 (Cth).
    2. You acknowledge that any personal information collected Us is subject to the Our Privacy Policy, available on our website at www.sentek.com.au.
    3. Our Privacy Policy sets out:
      1. the purposes for which Your personal information is collected;
      2. the consequences if Your personal information is not provided to Us;
  • the third parties to which We disclose Your personal information;
  1. how You may seek access or correction of Your personal information;
  2. whether Your personal information is likely to be disclosed to overseas entities and in which countries; and
  3. how You can complain about any breach of Our obligations in respect of Your personal information and how such a complaint will be dealt with.

 

  1. Termination
    1. These Terms may be immediately terminated by Us if:
      1. You are in breach of these Terms and fail to remedy that breach within 7 days of receiving notice to do so;
      2. You fail to pay any amount outstanding to Us after a default notice from us in accordance with clause 7(d); or
  • to the extent permitted by law, You become bankrupt or insolvent.
  1. Either party may terminate these Terms immediately by written notice to the other if:
    1. the defaulting party commits a material breach of these Terms and that breach is not rectified within 30 days of being notified; or
    2. to the extent permitted by law, the defaulting party is presumed insolvent within the meaning of any applicable law, is made bankrupt, is placed into liquidation or any other form of administration relating to insolvent debtors or has a third party take possession of any substantial asset(s) of the defaulting party or if any proceedings are issued or an event occurs intended to lead to any of those consequences.

 

  1. Force Majeure
    1. We will not be in default or breach of these Terms for failure to perform or any delay in performing any of Our obligations as a result of any force majeure event, including war, flood, fire, explosion, riot, insurrection, blacklisting, boycott or sanctions however incurred, civil commotion, strike, lockout, industrial dispute or other differences with workmen, shortage of utility, facility, material or labour, freight embargo, transportation delay, breakdown or accident, act of terrorism, act of God, governmental regulation or direction or any other cause beyond Our reasonable control. If that failure exceeds 60 days, either party may terminate these Terms with immediate effect by giving notice to the other party.

 

  1. Miscellaneous
    1. None of Our employees, servants or agents are authorized to alter, vary or waive these Terms (or any of them) by oral agreement. Any variation to these Terms must be made and agreed in writing by Us.
    2. Unless otherwise specified, these Terms contain the entire agreement between Us and You and supersede all prior representations and understandings made by either party at any time whether orally or in writing.
    3. Every provision of these Terms is independent of the others. Any provision which is prohibited or unenforceable in any jurisdiction will be ineffective to the extent only of such prohibition or unenforceability, and the other provisions will remain in force.
    4. Unless otherwise notified, the address of each party for the purpose of notices is the address set out below:
      1. for Us: 77 Magill Road, Stepney SA 5069; Facsimile: (08) 8362 8400.
      2. for You: the address and facsimile number (if any) specified in the Schedule or order.
    5. If We fail to exercise any rights arising from any breach of these Terms it shall not be a waiver of such rights or of any rights relating to any subsequent or other breach.
    6. These Terms are governed and interpreted in accordance with the laws of the State of South Australia. The parties agree to submit themselves to the non-exclusive jurisdiction of the courts of South Australia and any competent appellate courts.

 

  1. Assignment
    1. The parties may only assign their interests under these Terms with the prior written consent of the other party, which must not be unreasonably withheld.

 

  1. Special Conditions
    1. The parties will comply with the special conditions (if any) set out in the Schedule (“Special Conditions”).
    2. Where any Special Condition conflicts with any other provision of these Terms, the Special Condition will prevail to the extent of the inconsistency.

 

 

 

On placing an order with Us, You indicate Your acceptance of these Terms (including the schedules, Special conditions and Annexure (if any))