Terms & Conditions of Sales

Definitions:

“Goods” means all goods, products or equipment ordered by the Purchaser from NL‐TEC Pty Ltd from time to time.
“GST” means a tax, levy, duty, charge or deduction together with any related additional tax, interest, penalty, fine or other charge imposed by A New Tax System (Goods & Services Tax) Act, 1999 (“GST Act”)
“Invoice” means each and every invoice given to the Purchaser by NL‐TEC Pty Ltd for all goods ordered by the Purchaser from NL‐ TEC Pty Ltd.
“NL‐TEC Pty Ltd” means NL‐TEC Pty Limited (ABN 72066375166)
“Purchaser” means the person, corporation or entity that orders goods from NL‐TEC Pty Ltd.
“Quotation” means a quotation submitted by NL‐TEC Pty Ltd to the Purchaser for the sale of goods.

Agreement:

This Agreement sets out the entire understanding between NL‐TEC Pty Ltd and the Purchaser in relation to the sale of Goods sold by NL‐TEC Pty Ltd to the Purchaser and replaces and supersedes all previous agreements and understanding between the Purchaser and NL‐TEC Pty Ltd. No terms and conditions put forward by the Purchaser in conflict with these terms and conditions shall be incorporated into the Agreement unless separately agreed in writing and signed by a director of NL‐TEC Pty Ltd. This Agreement and the Terms and Conditions set out herein shall be deemed to form part of and shall apply to the sale of goods by NL‐TEC Pty Ltd to the Purchaser relating to all goods ordered and invoiced from time to time.

Acceptance:

Whether or not the Purchaser shall confirm in writing their acceptance of NL‐TEC Pty Ltd’s Terms and Conditions and any Special Conditions, the Purchasers conduct in performance, part performance, or purported performance of this Agreement shall constitute its unconditional acceptance of NL‐TEC Pty Ltd’s Terms and Conditions and any Special Conditions covering the sale of goods from NL‐TEC Pty Ltd to the Purchaser

Validity of Quotation:

Quotation is valid for a period of 30 days from date of quotation

Inspection:

The Purchaser agrees that it has inspected the Goods or hereby acknowledges that NL‐TEC Pty Ltd invited, urged and cautioned the Purchaser to inspect the Goods and the Purchaser declined to examine the same.

Termination:

Subject to any other provisions of these Terms and Conditions, this Agreement may not be terminated without any prior written consent of NL‐TEC Pty Ltd, which will only be given on terms that NL‐TEC Pty Ltd is to be indemnified against all costs incurred up to the date of such termination. In the event that the Purchaser terminates this Agreement, the Purchaser shall as regards any goods that are the subject of this Agreement, reimburse NL‐TEC Pty Ltd the amount or amounts of any work undertaken, time expanded and costs incurred in connection with NL‐TEC Pty Ltd order together with a reasonable profit margin and all costs borne by NL‐TEC Pty Ltd shall be paid in full by the Purchaser.

Delivery:

NL‐TEC Pty Ltd will arrange freight and/or other carriage on behalf of and at the risk and cost of the Purchaser. Delivery of the goods shall be given to the Purchaser at the point of despatch from NL‐TEC Pty Ltd and at which point the goods supplied shall be at the Purchaser’s risk. All times quoted for dispatch or delivery dates are estimates only and while NL‐TEC Pty Ltd will use all reasonable endeavours to ensure it complies with any estimates given, NL‐TEC Pty Ltd will not be liable for any failure to comply with any such estimate or for any direct or consequential loss resulting there from.

Delivery Discrepancies:

Delivery discrepancies or damage must be reported in writing within 10 days of delivery, otherwise no claim can be entertained, made or reimbursed or repaired in respect thereof.

Retention Of Title:

Upon assenting to these Terms and Conditions in writing the Purchaser acknowledges and agrees that these Terms and Conditions of Quotation and Contract constitute a Security Agreement for the purposes of the PPSA and create a Security Interest in:

1. all Goods previously supplied by the Vendor to the Purchaser (if any); and
2. all Goods that will be supplied in the future by the Vendor to the Purchaser.

Title to the Goods shall remain vested in NL‐TEC Pty Ltd and shall not pass to the Purchaser until the purchase price for the Goods has been paid in full and received by NL‐TEC Pty Ltd. Until title to the Goods passes:

1. NL‐TEC Pty Ltd shall have authority to retake, sell or otherwise deal with and/or dispose of all or any part of the Goods;
2. NL‐TEC Pty Ltd and its agents and employees shall be entitled at any time and without the need to give notice enter upon any property upon which the Goods or any part are stored, or upon which NL‐TEC Pty Ltd reasonably believes them to be kept;
3. The Purchaser shall store or mark the Goods in a manner reasonably satisfactory to NL‐TEC Pty Ltd indicating that title to the Goods remains vested in NL‐TEC Pty Ltd; and
4. The Purchaser shall insure the Goods to their full replacement value, and arrange for NL‐TEC Pty Ltd to be noted on the policy of insurance as the loss payee.

The Purchaser agrees to grant a Purchase Money Security Interest to the Vendor to secure any amounts owing to the Vendor by the Purchaser in respect of the supply of Goods.
Irrespective of whether title to the Goods remains vested in NL‐TEC Pty Ltd, risk in the Goods shall pass to the Purchaser upon delivery.

Verification Statements:

Pursuant to section 157 of the PPSA, unless otherwise agreed to in writing by the Vendor, the Purchaser waives the right to receive the Verification Statement in respect of any Financing Statement or Financing Change Statement relating to the Security Interest.

Liability:

NL‐TEC Pty Ltd accepts no responsibility for damages caused, losses incurred or any cost to any property or any person incurred by use of any goods, equipment (hardware, software or services) supplied by NL‐TEC Pty Ltd.

Risk:

Risk or damage to Goods shall pass to the Purchaser upon delivery (or upon collection if it is agreed between NL‐TEC Pty Ltd and the Purchaser, that NL‐TEC Pty Ltd shall not be obliged to deliver the Goods but the Purchaser shall collect them).

Retention Of Title:

NL‐TEC Pty Ltd’s liability with respect to Goods sold to the Purchaser shall be limited to refunding any payments made by the Purchaser

1. with respect to Goods returned to and accepted by NL‐TEC Pty Ltd; or
2. with respect to Goods ordered but not shipped by the Purchaser upon the Purchaser’s cancellation of the invoice. In no event shall NL‐TEC Pty Ltd be liable for incidental, special, or consequential damages, lost profits, or any expenses of the Purchaser, including, but not limited to, shipping costs.

Warranty Claims:

NL‐TEC Pty Ltd’s liability is strictly limited to replacement of any defective goods within a specified goods warranty period from the date of invoice, provided that:

NL‐TEC Pty Ltd accepts no warranty liability that arises from the malfunctioning of system level application to which no prior acceptance has been granted by NL‐TEC Pty Ltd. It is the Purchaser’s responsibility to acquire the results of the system level testing prior to use in its commercial application and the Purchaser accepts all liability for the same, and agrees to provide the Indemnity, as stated herein, in relation to the same.

Indemnity:

The Purchaser shall indemnify NL‐TEC Pty Ltd against any liability whatsoever (including any liability based on the negligence of NL‐ TEC Pty Ltd) which it may incur resulting from any claim made against NL‐TEC Pty Ltd by any third party (including without limitation any employee or agent of the Purchaser or any subsequent buyer or hirer or other bailee of the Goods or any of them) arising or arisen directly or indirectly out of the performance or non‐performance or breach of the Agreement or otherwise out or connected with the manufacture or supplier or the Goods or any of them or the provision of any services in connection therewith.

Indemnification:

The Purchaser hereby agrees to defend, indemnify and hold harmless NL‐TEC Pty Ltd and its directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, penalties, obligations and expenses, including legal fees and expenses and other professional fees and expenses, incurred or suffered by such person arising from, by reason of, or in connection with any loss, damage or injury to person or property arising from, by reason of or in connection with the Goods sold hereunder. This indemnification shall survive delivery of the Goods to the Purchaser and any subsequent sale or other transfer of the Goods to a third party.

Governing Laws:

This Agreement shall be governed or interpreted according to the law for the time being of the State of New South Wales and each of the parties hereto submits to the jurisdiction of the Courts of the State of New South Wales and any Courts which may hear appeals therefrom and agrees to be bound by and to comply with any judgment of such Courts without objection.

Invalid Clause Not to Validate whole Agreement:

The parties agree that should any provision in this Agreement be considered or found to be invalid then such provision shall be severed from the remaining provisions of this Agreement so as not to effect the validity or enforceability of the said remaining provisions hereof.

Forbearance Not A Waiver:

No forbearance or other indulgence granted by any party to another shall in any way discharge such other party from any of its obligations under this Agreement or in any way alter or affect any such obligation.