1.1 Any contract of sale, order, or quotation made or accepted by or on behalf of the Seller will be subject to these terms and conditions of sale.

1.2 Any quotation made by the Seller will not constitute an offer for sale, but merely an invitation to treat containing these terms and conditions subject to which the Seller will be prepared to consider an offer to purchase from the Buyer.

1.3 Any terms or conditions put forward by the Buyer, whether in a purchase order, specification or otherwise, will not be binding on the Seller insofar as they purport to amend, annul or augment any of these terms and conditions unless specifically agreed to by the Seller in writing.

2.1 Prices quoted are for supply of the Goods from the Seller's place of sale, unless further charges to reflect transport to the place designated by the Buyer are included. Prices are subject to alteration without notice.

2.2 Unless stated to the contrary all costs and prices quoted are exclusive of goods and services tax, value added tax or any other like tax ("GST"). The Buyer must pay to the Seller any amount ("GST" Amount) which is payable by the seller on account of GST as a consequence of any supply made or deemed to be made or any other matter or thing under or in connection with this Agreement. The GST Amount must be calculated by multiplying the amount on which the GST is calculated by the prevailing rate of GST".

3.1 Unless otherwise agreed in writing, the Buyer must pay the Seller 100% of the quoted price at the time of ordering. The balance of the price must be paid prior to dispatch, delivery or collection of the Goods (whichever is the earlier).

3.2 The Buyer must pay any GST Amount at the same time and in the same manner as making payment of any consideration on which the GST Amount is calculated. If the GST Amount is not calculated on consideration, the Buyer must pay the GST Amount within seven days of receipt of a written demand from the Seller.

3.3 The Buyer must pay any amount it is required to pay under these terms and conditions in full and without deduction, notwithstanding any entitlement that it may have to a credit or offset however arising.

3.4 If the Buyer fails to make any payment on the due date, then without prejudice to any other right or remedy available to the Seller, the Seller shall (at its option) be entitled to:

4.1 The cost of any special packing and packing materials (as well as any GST payable on such packing or packing materials) used in relation to the Goods shall be at the Buyer's expense notwithstanding that such cost may have been omitted from any quotation.

5.1 The risk in the Goods will pass to the Buyer immediately upon the Goods leaving the Seller's premises for delivery to the place designated by the Buyer or upon collection of the Goods by the Buyer from the Sellers premises (whichever is the earlier).

6.1 The Seller will retain title to (but not risk in) Goods delivered to the Buyer until the Seller has received payment in full for them and all other sums owing to it by the Buyer.

6.2 Until such payment, the Buyer holds the Goods as bailee for the Seller and may not sell or otherwise dispose of the Goods unless authorized by the Seller. If the Goods are sold, the proceeds of sale will be placed in a separate trust account pending payment to the Seller. The Buyer will store the Goods in such a way as to enable them to be separately identified and will keep them insured at its own expense with the Seller's interest noted on any such insurance cover.

7.1 If the Seller is to deliver the Goods, the delivery times provided to the Buyer are estimates only and the Seller shall not be liable for late delivery or non-delivery and under no circumstances shall the Seller be liable for any loss, damage or delay occasioned to the Buyer or its customers arising from late or non-delivery or late installation of the Goods.

7.2 The Seller will make every reasonable effort to meet quoted dispatch dates but the Seller will not be liable to the Buyer for any loss or damage whatsoever (including consequential loss) caused by a delay in or prevention of dispatch of Goods.

7.3 The Buyer will be deemed to have accepted delivery of Goods referred to in any invoice or advice note unless the Buyer makes a claim in writing to the Seller within 7 days from the date of the delivery note, except when part of the Goods referred to therein is received by the Buyer, in which case any claim with respect to the Goods not received in accordance with the delivery note must be made within 7 days of any later delivery.

7.4 Where the Goods are to be delivered in instalments, each delivery constitutes a separate contract and defective delivery by the Seller of any one or more of the instalments does not entitle the Buyer to treat the contract as a whole as repudiated.

8.1 The Seller warrants that the Goods have the benefit of the Seller's standard warranty as amended by the Seller from time to time.

8.2 Subject to clause 8.3, to the full extent permitted by law, all conditions, warranties and representations express or implied by statute, common law or otherwise in relation to the Goods are hereby excluded and to the full extent permitted by law, the Seller will be under no liability to the Buyer for any damages (including but not limited to incidental, special, consequential or general damages) in connection with or arising out of the supply or use of the Goods howsoever arising, even if due to the Seller's negligence, or the negligence of the Seller's servants, agents, sub-contractors or suppliers.

8.3 These terms and conditions do not affect the rights, entitlements and remedies compulsorily conferred on the Buyer under the Trade Practices Act 1974 and other statutes, rules or regulations for the time being in force, and nothing in these conditions shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law and which by law cannot be excluded, restricted or modified.

8.4 In the event that liability cannot be excluded, to the fullest extent permitted by law, the Sellers liability to the Buyer shall be restricted at the Seller’s option to;

9.1 No orders for Goods may be cancelled without the Seller's specific written consent.

10.1 Any Goods which have been supplied in accordance with a Buyer's order but which are subsequently returned will only be credited provided that the Seller's prior written agreement to the return of the Goods and the price at which the Goods will be credited has been obtained.

10.2 If any adjustment event (as defined in A New Tax System (Goods and Services Tax Act 1999) ("The GST Act")) has occurred in respect of a supply made to or in connection with this contract, the party that becomes aware of the adjustment event agrees to notify the other party in becoming aware of the adjustment event, and the parties agree to take whatever steps are necessary and to make whatever adjustments are required to ensure that any GST or additional GST on that supply or any refund of any GST (or part thereof) is paid as soon as is practicable but not later than 14 days after the Seller has satisfied itself that the adjustment event has occurred. If required by law, the Seller will issue to the Buyer an adjustment note (as defined in the GST Act) in respect of a supply that is subject to an adjustment event covered by this clause. Such adjustment note will be issued no later than 21 days after the date that the Seller receives payment for the GST or the additional GST in respect of that supply or refunds any GST (or part thereof) in respect of that supply.

10.3 The Buyer is liable for all transportation costs of Goods (including any GST amount) that are returned for credit.

11.1 If the Seller is prevented or delayed (directly or indirectly) from delivering the Goods or any part thereof on the agreed date of delivery or from otherwise performing any contract between the Seller and the Buyer or any part thereof by reason of act(s) of God, war embargo, riot(s), strike(s), lock-out(s), trade dispute(s), fire(s), break-down, inclement weather, interruption of transport, Government action, delay in delivery to the Seller of any of the Goods or materials, or by any cause whatsoever (whether or not of like nature to those specified above), outside the Seller's control, the Seller shall be under no liability whatsoever to the Buyer and shall be entitled at its option (to be notified in writing to the Buyer) either to cancel the contract or without any liability to extend the time or times for delivery, performance of the contract, or any part thereof by a period equivalent to that during which such delivery or performance has been prevented by any of the restrictions referred to in this clause.

12.1 The sale to and purchase by the Buyer of Goods does not confer on the Buyer any license or right under copyright, patent, design or trade mark or any other intellectual property right which is the property of the Seller.

13.1 The Seller's failure to enforce or exercise, at any time or for any period of time, any term of any contract incorporating these terms and conditions will not constitute, and will not be construed as, a waiver of such term and will in no way affect the Seller's right later to enforce or exercise it.

13.2 The invalidity or unenforceability of any of these terms and conditions will not affect the validity or enforceability of the remainder of these terms and conditions.

13.3 These terms and conditions will in all respects be construed and have effect according to the laws of the State of Victoria and the parties agree to submit to the non-exclusive jurisdiction of the Courts of that State.

13.4 The rights conferred on the Seller by these terms and conditions are in addition to and not in substitution for and do not derogate from the rights conferred on the Seller pursuant to any other agreement in force between the Buyer and the Seller, including but not limited to any Deed of Guarantee and Indemnity or other Terms and Conditions of the Seller (all such documents and policies being called "the Agreements").

13.5 If any provision of this Deed is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Deed to the intent that the invalid or unenforceable provision will be treated as severed from this Deed.

13.6 The Seller will not be responsible or liable for any Australian or Foreign Customs policies or Laws pertaining to the import/export  or use of any goods to other countries.  Any products sold by the Seller may be subject to import/export restrictions within the Buyer’s country.  The Seller should check and assumes or risk relating to customs policies prior to purchase as monies will not be refunded if goods are confiscated and the Buyer agrees to forever hold the Seller harmless in this regard