Terms and Conditions.
Sale Terms and Conditions
​
1. Definitions
In these Conditions, Us, Our, We, Secured Party means Nexo Controls Pty Ltd ABN 55 668 035 827 , You, Your, Grantor means the person, company, organisation, partnership or business for whom an account is opened, Account means the account held with Us in Your name, whether relating to the provision of Goods, services or credit, Goods means any goods supplied, or to be supplied, to You by Us, GST has the meaning given to that term under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), PPSA means the Personal Property Securities Act 2009 (Cth).
​
2. Precedence
Except to the extent that We give You written notice, in the event of conflict or inconsistency between these Conditions and any of Your enquiries, specifications or orders, these Conditions will prevail.
3. Variation of Conditions
No terms, provisions, or condition that vary from these Conditions will be effective in any way, except on written acceptance by Us.
4. Prices
​
a) Unless otherwise stated, Our recommended standard price lists are subject to variation without notice and all orders are entered into on the condition that they will be invoiced at the prices prevailing at the date of despatch.
b) If these Conditions are given to You as part of a quotation, the quotation is valid for 30 days from the date it is given. Thereafter, it is subject to confirmation.
c) The price and delivery periods are based on the quantities offered by Us. We reserve the right to requote should the quantities requested by You differ from the quantities offered by Us.
d) All prices are given on a GST-exclusive basis, unless stated otherwise.
​
5. Goods and Services Tax
GST will be charged on all taxable supplies invoiced in Australia.
6. Customer instructions
We will not be liable for errors or omissions arising from any error in Your instructions.
7. Minimum Order Value
A minimum net order value of $150.00 is required or COD terms apply, unless We have agreed to alternative arrangements.
8. Cancellation of Orders
Unless We expressly agree, orders cannot be cancelled. If We agree to cancel an order, You will indemnify Us in respect of any loss that we suffer or liability that we incur as a result of cancellation of the order.
9. Freight
a) All Goods that We supply under Your order are deemed to be delivered, and risk passes, when the Goods are handed over to a carrier at Our premises, irrespective of whether that carrier was chosen by Us or You.
b) Freight costs will be charged and will be payable by You and added to Your account.
c) You indemnify Us for all costs associated with the freight, including but not limited to, freight costs.
10. Insurance
a) In the absence of Your written instruction, insurance cover for the Goods will not be arranged.
b) Any insurance obtained in respect of the Goods will be at Your cost, whether obtained on Your instruction or otherwise.
​
11. Payment
Unless We have agreed to providing You with the Goods on credit, payment is required at the time of making the order. Where We have agreed to providing the Goods on credit, payment is due 30 days from the end of the month for which the invoice was issued, unless We have otherwise agreed in writing. If payment is not made by the due date, We may immediately withdraw, on a temporary or permanent basis, Our agreement to provide Goods to You on credit. No right of set-off applies in respect of moneys payable by You to Us. You must not withhold any disputed amount owing to us unless You have provided Us with full details in writing and We have agreed to You so withholding such amount.
12. Recovery
You agree to indemnify Us for all costs and expenses (including legal costs on an indemnity basis, debt recovery costs and collection costs) that We incur in seeking to recover monies payable by You to Us.
13. Title to Goods
Property and title in Goods remains with Us until the Goods have been fully paid for by You. If You do not pay for any Goods on the due date, You hereby irrevocably authorise Us to enter Your premises (or any premises under Your control or that of Your agent if the Goods are stored on such premises) and You will be liable for any expenses incurred by Us in returning the Goods to Us.
​
14. Acceptance
These Conditions apply to any order that You make for Goods, including any subsequent orders, unless We have agreed in writing to vary these Conditions or We give You notice that new terms and conditions apply. If We give You notice that We have varied these Conditions, We may reserve that the variation applies only to a particular order that You make.
15. Warranty
All Goods supplied by Us are guaranteed against faulty workmanship materials or design for a period determined by the manufacturer’s warranty commencing from the date of despatch by Us. After expiry of that manufacturer’s warranty period, Our liability ceases. Except as is otherwise provided by law, Our liability for any loss, injury, or damage attributed thereto is limited to Us providing You with credit for the amount of the purchase price of the particular Good.
16. Liability
Except as is otherwise provided by law, We will not be liable for any loss, including loss of profits or any other consequential loss or damage, suffered by You as consequence of any defect in workmanship material or design of the Goods.
17. Credit
Goods of a current design and model may be credited by prior arrangement, unless You have been notified at time of order that the Goods are not returnable. Where We state that Goods are returnable, an invoice value credit may be achieved if the Goods are returned within 90 days of delivery, free into our store, in the original carton and in a clean re-saleable condition. A restocking fee in the amount of $150 (plus GST) or 20% of the sale value of the Goods, whichever is greater, will apply. A despatch note stating our invoice number and date, description of Goods and reason for return should accompany all returns. We reserve the right to refuse credit for any Goods returned if We reasonably consider the claim to be unjustified. Goods made to special order cannot be credited.
18. Confidentiality
You agree that all information related to, or arising out of, these Conditions and the supply, or proposed supply, of Goods to You is confidential and You agree not to use or disclose or allow any other person to use or disclose such information to third parties, directly or indirectly, at any time whether before, during or after Goods have been supplied.
19. Force majeure
In the event of any happening beyond Our control, We will be entitled to suspend delivery of Goods or to extend the delivery time of Goods by the length of time of the duration of the relevant event and we will not be liable for any loss suffered by you as a consequence of such suspension or extension or failure to deliver the Goods.
20. Product alterations
We and Our suppliers have the right to alter Goods if alterations can be done without changing the technical specifications already agreed upon. This includes any firmware updates that do not materially change the specification stated at the time of purchase. Such alterations are and cannot be considered defects.
21. PPSA
a) This clause 21 applies where any Goods that We have provided to You remain unpaid for, whether under an agreed credit arrangement or otherwise.
b) Terms referred to in this clause 21 will, unless the context otherwise requires, have the same meaning given to those terms in the PPSA.
c) The Grantor acknowledges and agrees that:
i) these Conditions are a Security Agreement for the purposes of the PPSA;
ii) the Secured Party may register:
A) Security Interest over the Goods and its/their Proceeds via a Financing Statement or Financing Change Statement as a Purchase Monies Security Interest on the Register; or
B) any other Security Interest the Secured Party deems appropriate;
iii) the Secured Party may take a Security Interest in Collateral as the Secured Party deems appropriate including:
A) all of the Grantor’s present and after-acquired property;
B) all of the Grantor’s present and after-acquired property except specified items or classes of personal property; or
C) property coming within a class of Collateral pursuant to regulation 2.3 of the Personal Property Securities Regulations 2010; and
iv) for the purposes of paragraph (c)(iii)(C), property is described as other goods include but is this not limited to any property described in an order or invoice.
d) The Grantor will provide advance notice to the Secured Party of changes to the Grantor’s details and will assist the Secured Party in updating the Register.
e) To the extent permissible pursuant to section 115(1) of the PPS Act, sections 95, 96, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142, and 143 of the PPS Act are contracted out of and the Grantor’s rights pursuant to them cease.
f) To the extent permissible pursuant to section 115(7) of the PPS Act, sections 127, 129(2) and (3), 130(1), 132, 134(2), 135, 136(3), (4) and (5), and 137 of the PPS Act are contracted out of and the Grantor’s rights pursuant to them cease.
g) The Grantor waives its rights pursuant to section 157 of the PPS Act to receive notice of a Verification Statement.
h) The Grantor and the Secured Party agree not to disclose information in connection with these Conditions (including the existence of any terms or the exercise of any rights under these Conditions) that is not publicly available except if the information is:
i) disclosed with the prior consent of the other party to these Conditions (which must not be unreasonably withheld);
ii) disclosed to the officers, employees, auditors, legal or other advisors of the Grantor or the Secured Party in relation to these Conditions; or
iii) is information which the disclosing party reasonably believes is required by any law or stock exchange to be disclosed (except that this clause 21(h) does not permit the Secured Party to disclose any information of the kind referred to in section 275(1) of the PPS Act unless section 275(7) of the PPS Act applies).