Goods and services are sold and supplied to the customer by Sunshine Coast Fluid Control Pty Ltd and its related
companies (as defined by the Corporations Law) on the following terms and conditions, unless otherwise expressly agreed between
Sunshine Coast Fluid Control Pty Ltd and the customer.
- ORDERS
No order, whether resulting from a prior quotation or not, shall result in a binding contract until the order is accepted in writing by
an authorised officer of Sunshine Coast Fluid Control Pty Ltd. - PRICES
Prices may be varied at any time without notice. Unless otherwise indicated, prices for goods will be quoted ex-works as that term is
defined in the international rules for the interpretation of trade terms 2010 (āthe Incotermsā) and prices for services will be quoted ex
the place at which Sunshine Coast Fluid Control Pty Ltd, at its option, will perform the services. The customer shall bear all the
costs of bringing the goods to their destination including, without limitation, the cost of freight, demurrage and insurance. The
customer shall bear all the costs of having services performed at a place other than that nominated by Sunshine Coast Fluid
Control Pty Ltd. - TERMS OF PAYMENT
Terms of payment by customer to Sunshine Coast Fluid Control Pty Ltd are Net payable:
(a) For equipment or accessories: 7 days from date of invoice
(b) All other goods and services: 7 days from date of invoice.
(c) All works and goods supplied, operational or not will be invoiced every 30 days up to date, if the project has not been competed.
Time of payment shall be of the essence.
If Sunshine Coast Fluid Control Pty Ltd does not receive payment by the date it will:
(a) Suspend deliveries;
(b) Cancel any existing contracts for supply without notice; and
(c) Charge a management fee of $10 per day overdue.
(d) Charge interest on the unpaid amount calculated on a daily basis from the due date until the date of payment at the
maximum overdraft rate charged by Sunshine Coast Fluid Control Pty Ltdās bankers. - SHIPMENT
Customer orders will be shipped from a point of shipment as determined by Sunshine Coast Fluid Control Pty Ltd. Upon receipt,
the customer
will inspect the goods and lodge any complaints with the carriers within any time limit applicable. - TITLE AND PROPERTY
5.1 A risk in goods purchased shall pass to the customer upon delivery to the customer or the customerās agent or carrier.
5.2 Title to goods purchased shall not pass to the customer until payment in full is received by Sunshine Coast Fluid Control Pty
Ltd
from the customer and the customer shall:
(a) Store goods which have not been paid for separately;
(b) Keep separate records in relation to the proceeds of the sale of any goods which have not been paid for, bank the
proceeds of any such sale into a separate account and immediately remit such funds to the credit for Sunshine Coast Fluid
Control Pty Ltd; and
(c) if any goods are used in a manufacturing process or mixed with other materials, the customer shall record the value of
goods so consumed in relation to each unit of finished product and upon sale of any unit of finished product immediately
remit that amount from the proceeds of sale to Sunshine Coast Fluid Control Pty Ltd.
5.3 If the customer does not pay for any goods on the due date specified in this agreement, Sunshine Coast Fluid Control Pty
Ltd is hereby irrevocably
authorised by the customer to enter the customerās premises (or the premises of any associated company or agent where the
goods are located) and use reasonable force to take possession of the goods without liability for trespass, negligence or
payment of any compensation to the customer whatsoever.
5.4 If goods are repossessed hereunder, Sunshine Coast Fluid Control Pty Ltd may keep sell or otherwise dispose of the goods
as it sees fit.
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Gold Lic No 81095
ABN 316 2456 0514
office@ Sunshine Coast
Fluid Control Pty Ltd.com
Sunshine Coast Fluid Control Pty Ltd T/as Intaphaze
TERMS AND CONDITIONS OF TRADE - LIABILITY
6.1 Sunshine Coast Fluid Control Pty Ltd acknowledges that by Law certain conditions and warranties may be implied into
contracts and rights
and remedies conferred upon the customer which cannot be excluded, restricted or modified by contract (āNon-excludable
Rightsā). Save the Non-excludable Rights, Sunshine Coast Fluid Control Pty Ltd disclaims all warranties, conditions, liabilities or
representations in relation
to, inter alia, the quality, fitness for purpose or correspondence with description of goods or services which might, but for this
clause, be implied herein by law or otherwise.
6.2 Sunshine Coast Fluid Control Pty Ltdās liability to the customer in or in connection with goods or services supplied pursuant
to any of the
Non-excludable Rights, any express warranty or otherwise, shall to the full extent allowed by law be limited to Sunshine Coast
Fluid Control Pty Ltdās
options:
(a) In the case of service, to supplying the services again or paying the cost of having the services supplied again; and
(b) In the case of goods, to the repair of replacement of the goods or the supply of equivalent goods or the payment of the
respective cost thereof.
6.3 Notwithstanding anything else contained herein Sunshine Coast Fluid Control Pty Ltd shall not be liable to the customer for
loss of profits or contracts or loss of use for any indirect or consequential loss whatsoever arising from negligence of Sunshine
Coast Fluid Control Pty Ltd, its servantās or agentās breach of contract or of statutory duty or otherwise howsoever. - TIME FOR PERFORMANCE BY Sunshine Coast Fluid Control Pty Ltd
Sunshine Coast Fluid Control Pty Ltd will use reasonable endeavours to deliver the goods and render services on or within the
time or times specified in the contract but failure to do so shall not constitute a breach of contract and the customer shall not be
entitled to refuse to accept goods or any instalment or instalment’s or services delivered or rendered after such time or times or to
claim compensation for such failure. - FORCE MAJEURE
If by reason of any fact, circumstance, matter or thing beyond the reasonable control of Sunshine Coast Fluid Control Pty Ltd,
Sunshine Coast Fluid Control Pty Ltd is either unable to perform in whole or in part any of its obligations hereunder, Sunshine
Coast Fluid Control Pty Ltd shall be relieved of that obligation to the extent and for the period that it is so unable to perform and
shall not be liable to the customer in respect of such inability. - RISK OF CARRIAGE, HANDLING AND STORAGE
Any liability of Sunshine Coast Fluid Control Pty Ltd for loss of or damage to customersā goods during carriage, handling or
storage by or on behalf of Sunshine Coast Fluid Control Pty Ltd shall be limited at Sunshine Coast Fluid Control Pty Ltdās
option to the repair or replacement of such goods, the supply of equivalent goods or the respective cost thereof. All other risks of
carriage, handling and storage will be borne by the customer. - INSTALLATION
The price of goods is ex-works and does not include the costs of installation by Sunshine Coast Fluid Control Pty Ltd.
Sunshine Coast Fluid Control Pty Ltd may agree to install goods on its applicable terms and conditions. Installation by
Sunshine Coast Fluid Control Pty Ltd shall be during Sunshine Coast Fluid Control Pty Ltdās normal working hours after the
site has been prepared by the customer to meet Sunshine Coast Fluid Control Pty Ltdās site specifications. Unless otherwise
agreed, these general terms and conditions shall apply to such installation.
11.DELIVERY SHORTAGE
The customer must inspect the goods or any instalment or instalment’s thereof immediately on the delivery thereof or the rendering
of services immediately thereafter and must within fourteen (14) days of delivery or rendering given written notice to Sunshine
Coast Fluid Control Pty Ltd of any matter or thing by reason whereof the customer may allege that the goods or services do not
conform to the delivery notice or invoice which accompanies delivery or rendering. (The delivery note or invoice (or a copy) must
accompany any such written notice.) If the customer fails to give such written notice, the goods or any instalment or instalment’s or
services shall be deemed to be in all respects in accordance with the delivery note or invoice and the customer shall be bound to
accept and pay for the same accordingly.
12.COMPLAINTS
The customer must provide Sunshine Coast Fluid Control Pty Ltd with an immediate written report of any alleged defects in the
goods delivered or services rendered and provide Sunshine Coast Fluid Control Pty Ltd with an opportunity to examine the
delivered goods or services rendered in question. Any written report must be accompanied by:
(a) a sample of the goods or rendered services in question showing the alleged defect, and
(b) where appropriate, and to the extent necessary to establish the alleged defect, a sample delivered at the same time in its
original packaging showing the batch or reference number identification.
Customers are not entitled to withhold payment or make deductions on account of goods or services claimed to be defective.
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Sunshine Coast Fluid Control Pty Ltd T/as Intaphaze
TERMS AND CONDITIONS OF TRADE
13.RETURNS
Goods may only be returned with prior written approval of Sunshine Coast Fluid Control Pty Ltd and if such approval is given the
goods shall be returned to Sunshine Coast Fluid Control Pty Ltd at the customerās cost. When contacting Sunshine Coast
Fluid Control Pty Ltd for such approval, details of invoice number and date of shipment as well as the batch number in any coated
or sensitised goods must be given. Returned goods will only be accepted by Sunshine Coast Fluid Control Pty Ltd if they are
goods unused and undamaged and packed in their original packaging with their original marks and numbers unaltered so as to be in
saleable condition by Sunshine Coast Fluid Control Pty Ltd. In the case of customer error in ordering, an administrative and
handling fee equal to 10% of the sale price of the returned goods shall be payable by the customer to Sunshine Coast Fluid
Control Pty Ltd.
14.STORAGE CONDITIONS
The customer is informed that:
Sensitised goods require proper storage and handling to maintain quality.
15.COPYRIGHT
Sunshine Coast Fluid Control Pty Ltd reserves the rights to all copyrights, trade marks, industrial designs, patents and any other
industrial and intellectual rights on all Sunshine Coast Fluid Control Pty Ltd drawings, designs, diagrams, schemes, plans,
publications, other documents, ideas, discoveries, improvements and inventions. The customer shall not use or allow any third party
to use any of the foregoing without Sunshine Coast Fluid Control Pty Ltdās prior written consent.
16.GENERAL
Any contract between Sunshine Coast Fluid Control Pty Ltd and the customer shall be governed by the law of Queensland and
Sunshine Coast Fluid Control Pty Ltd and the customer irrevocably submit to non-exclusive jurisdiction of the courts of that state. - LEGAL RELATIONSHIP
Nothing shall be deemed to construe Sunshine Coast Fluid Control Pty Ltd and the customer, the partner, agent or legal
representative of the other. Except as expressly provided for, the customer shall not have any authority to act for, or to assume any
obligation or responsibility on behalf of, Sunshine Coast Fluid Control Pty Ltd.
18.ASSIGNMENT
Any contract between Sunshine Coast Fluid Control Pty Ltd and the customer shall apply for the benefit of Sunshine Coast
Fluid Control Pty Ltdās successors in title, transferees and assigns. The customer shall not be entitled to assign, transfer, either
partially or entirely, any of its rights or obligations under any contract with Sunshine Coast Fluid Control Pty Ltd without the prior
written consent of Sunshine Coast Fluid Control Pty Ltd.
19.WAIVER
The failure by Sunshine Coast Fluid Control Pty Ltd to enforce, at any time and from time to time, a provision of any contract
between Sunshine Coast Fluid Control Pty Ltd and the customer or to require at any time performance by the customer of a
provision of any such contract shall not be construed as a waiver of that provision or affect the validity of that contract or any part
thereof nor the right of Sunshine Coast Fluid Control Pty Ltd to thereafter enforce each and every provision of any such contract.
20.EFFECT OF TERMINATION
The termination of any contract between Sunshine Coast Fluid Control Pty Ltd and the customer on any account whatsoever
shall not in any way prejudice or affect the rights, duties or obligations of the parties under any such contract which may have arisen
prior to the date of termination. - INTEGRATION
Any contract made between Sunshine Coast Fluid Control Pty Ltd and the customer supersedes all prior agreements,
arrangements and undertakings between them relating to the subject matter thereof and constitutes the entire agreement between
the parties relating to that subject matter. No addition to or modification of any provision of any contract shall be binding upon the
parties unless made by written instrument signed by both parties.
22.SEVERANCE
In the event of the invalidity, illegality or unenforceability of any part of provisions of any contract between Sunshine Coast Fluid
Control Pty Ltd and the customer, such invalidity or illegality or unenforceability shall not affect the remaining provisions of such
contract and the part of provision being invalid, illegal or unenforceable shall be served from the remaining provisions of such
contract.
23.VARIATION
No variation of any contract between Sunshine Coast Fluid Control Pty Ltd and the customer shall be effective nor shall any
waiver of rights be implied unless signed for and on behalf of Sunshine Coast Fluid Control Pty Ltd and the customer.
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Sunshine Coast Fluid Control Pty Ltd T/as Intaphaze
TERMS AND CONDITIONS OF TRADE - INDEMNITY
To the full extent allowed by law the customer shall indemnify, and keep indemnified, Sunshine Coast Fluid Control Pty Ltd
against all and any liabilities and claims of whatsoever kind which arise out of or in relation to any use made of the goods or services
by or on behalf of the customer. - TAXES
The customer shall pay all and any taxes, sales taxes, duties, levies and imports applicable to any contract between Sunshine
Coast Fluid Control Pty Ltd and the customer or any transaction required or contemplated thereunder.
26.HEADINGS
The headings herein are for ease or reference only and shall not form part of any contract between Sunshine Coast Fluid
Control Pty Ltd and the customer or affect its construction.
27.NOTICES
(a) a notice, approval or other communication hereunder:
(i) may be given by an Authorised Officer of the relevant party; and
(ii) must be in writing; and
(iii) must be left at the address of the addressee or sent by prepaid ordinary post (airmail if posted to or from a place outside
Australia) to the address of the addressee or sent to the facsimile number of the addressee which is specified in the
relevant contract between Sunshine Coast Fluid Control Pty Ltd and the customer or if the addressee notified another address
or facsimile number then to that address or facsimile number.
(b) Unless a later time is specified in it, a notice or other communication takes effect from the time it is received.
(c) A letter or facsimile is taken to be received:
(i) in the case of a posted letter, on the third (seventh, if posted to or from a place outside Australia) day after posting; and
(ii) in the case of a facsimile, on production of a transmission report by the machine from which the facsimile was sent in its
entirety to the facsimile number of the recipient notified for the purpose of this clause.
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