TRIFORCE™ AUSTRALIA / STANDARD TRADING CONDITIONS

Words used in these trading conditions:

We, and similar expressions, refer to Triforce Australia Pty Limited ACN 095 104 680
You, and similar expressions, refer to you, our customer or proposed customer.

Quotations

1. Any quotation is merely an invitation to you to place an order with us.
2. If you offer to purchase goods based on a quotation from us, then your offer is subject to these conditions.

Not obliged to accept orders

3. We are not obliged to accept any order from you. If you place an order with us then it becomes binding from the moment that we accept it even if we do not tell you that it has been accepted.

Our conditions overrule any order form

4. These conditions apply and prevail even if they are inconsistent with anything said or implied in any earlier or later order form or similar document.

Non-cancellation of orders and non-return of goods

5. Once you give us an order and we accept it, you may cancel or return the goods by way of cancellation only upon payment of our re-stocking charge, which is 15% of the amount of your order. You acknowledge that this charge represents a reasonable and genuine pre-estimate of our expenses and loss resulting from cancelled orders.

Prices

6. All prices are in Australian dollars and are ex-works our premises.
7. You must pay all freight, packing, delivery and insurance costs, if we agree to deliver the goods to you.
8. You must also pay any sales tax, goods and services tax, stamp duty and all other excises and duties that are payable relating to the supplying of the goods by us.

Payments

9. Unless we agree to give you credit, you must pay for all orders on delivery.

Credit

10. We may decide to give you credit, but we are not obliged to do so merely because we have previously given you credit.
11. If we decide to give you credit, then you are bound by these conditions and any additional conditions that we set for giving you credit.
12. We may decline to give you further credit at any time. If we do so, these conditions and any credit conditions continue to apply to any amounts which you then owe to us.

Overdue payments

13. If any amount you owe us is not paid within 7 days of the due date then:
(a) all money that you owe us on any account becomes immediately payable despite any previously agreed credit conditions;
(b) we may suspend supply or cancel any outstanding orders we have accepted from you; and
(c) we may charge you interest on any amount from the due date until payment, calculated daily, at the rate payable from time to time on judgments for monetary sums awarded by the Supreme Court of New South Wales, and interest may be capitalised each monthly so that cumulative interest may be payable.

Risk and title

14. We remain the owner of all goods supplied under a particular order until you have paid the full price for those goods plus any associated charges.
15. Payments you make by cheque do not count until we receive payment on the cheque.
16. Until you become the owner of goods we supply to you, if we have reasonable grounds to expect that we might find any of those goods in any premises or vehicle you are entitled to access, our agent or we may enter into those places as if they or we are you.
17. We may retake possession of any goods we supply to you, if you default in paying any part of the price or associated charges for them. We may do so even if we hold some negotiable instrument or other security for the amount which is unpaid.
18. If you resell any of our goods (even if mixed with other goods) before becoming the owner, you are acting as our selling agent although only to the absolute minimum extent necessary to protect our ownership.
19. You accept the risk of damage or loss of goods we supply to you, from the date of delivery.

Sale by specification

20. We sell our products by specification. You decide what purpose to use them for or re-supply them for.

Variations in specifications

21. We reserve the right to vary the specifications or performance criteria of any product from time to time and to obtain products from different sources, at our absolute discretion. We may do that without telling you provided we have reasonable grounds for believing that the alternate product offered is substantially similar to that previously offered or represents an improvement.

Warranties

22. All products come with the manufacturer’s warranty only, and are supplied by us ‘as is’. The manufacturer’s warranty may not cover any damage caused by the use of other than genuine original manufacturer’s parts and consumables.

Software licenses

23. Any firmware or software which comes with goods we supply is supplied under license only. You agree to abide by the terms of all such licenses. You may return your purchase within 7 days of delivery if you do not accept any applicable license in part or whole. Typically, licenses limit use of firmware and software to the one machine.

Exclusion of implied conditions

24. The law implies various conditions and warranties which might apply to us supplying goods or services to you. We exclude all of those conditions and warranties to the fullest extent permitted by law.

Trade Practices Act etc – limits

25. Provisions of the Trade Practices Act and other statutes in some cases either –
(a) cannot be excluded, restricted or modified; or
(b) can only be restricted or modified to a limited extent.

If any provisions of the type mentioned in the previous paragraph apply, then to the extent permitted our liability under those provisions is limited as set out in the following two paragraphs.

Our liability in relation to goods is limited at our option to:

(a) replacement of the goods or the supply of equivalent goods; or
(b) repair of the goods; or
(c) payment of the cost of replacing the goods or of acquiring equivalent goods; or
(d) payment of the cost of having the goods repaired.

Our liability in relation to services, is limited at our option to:

(a) the supplying of the services against; or
(b) the payment of the cost of having the services supplied again.

Other Damages Claims Excluded

26. We are not liable for any damage for breach of contract, or negligence, except as stated. In these conditions damage includes direct and indirect or consequential costs, losses, expenses, lost profits, lost savings, and the amount of claims made by any third party.

Queensland Fair Trading Act

27. The Queensland Fair Trading Act may regard some of our promises as warranties which are additional to warranties which arise out of statutes. If so, we are required to give you certain information in connection with those additional warranties, as set out below. You should serve a notice of any claim under those additional warranties, on us. The notice must state the warranty under which you are claiming and also state what has happened which puts us in breach of the warranty. You must bear the costs of making the claim. Your rights under those warranties are in addition to all your other rights and remedies under law.

Unexpected delay

28. We are not responsible for delay caused by something outside our reasonable control which makes performance in the usual way impractical. Without limiting those general words, that applies where we have problems due to accidents, strikes, transport difficulties or stock shortages.

Estimated delivery times

29. Delivery times are estimates only and we are not liable for delays in delivery.

Certificate of debt

30. You are bound by a certificate signed by any of our directors or solicitors which shows any amount or calculation relevant to what you owe us. The only exception is where you can prove the certificate is wrong or there is an obvious error on the face of the certificate.

Finance company arrangements (if any)

31. If you wish to lease or finance the purchase of goods in a particular order through a third party then these conditions apply mutatis mutandis (ie. with the minimum changes necessary) to regulate our rights, obligations and liabilities both to you and to that third party. You must indemnify (protect) us against any claim in connection with this order or those goods by that third party.

Variation of these conditions

32. These conditions can only be varied by one of our authorised officers signing a document which states the variation, and the transaction to which the variation applies.
Applicable Law
33. Our transactions are governed by the law of New South Wales.

GST

34. Despite anything else in our agreement with you to the contrary, to the extent that we are liable to pay GST in connection with any taxable supply pursuant to this agreement (the affected supplies):

(a) We may add to each of the amounts payable by you for the affected supplies, an allowance in respect of GST as reasonably calculated by us (for past, present or future GST liabilities) and you must pay us the higher amount which results
(b) We may make a further charge after termination, being a further allowance in respect of any remaining GST as reasonably calculated by us, and you must also pay us that charge
(c) Any amount payable under this agreement, including an amount payable because of the previous provisions, remains payable whether or not there is disclosure of any amount included on account of GST
(d) We must comply on demand with our obligations in relation to the issue of any relevant tax invoice to you.
(e) Anything we might have said to you about GST in connection with this agreement was only intended to reflect our current understanding and may not have been applicable in your particular circumstances. We recommend that you obtain and only rely on your own independent expert advice in relation to GST in particular.

GST, tax invoice and taxable supply have the meanings defined in A New Tax System (Goods and Services Tax) Act 1999 as may be amended or substituted from time to time. If those definitions are repealed, then those words have the meanings defined for such comparable terms as we may reasonably identify in any comparable legislation.