Teknika Australia

Terms and Conditions of Sales

The present Terms and Conditions of Sale ('Terms and Conditions') govern the supply of products by TEKNIKA AUSTRALIA (A.B.N. 59 276 855 093).

These Terms and Conditions shall prevail over the Customer’s terms and conditions for purchase whether or not provided to TEKNIKA AUSTRALIA. Neither commencement of performance nor delivery by TA shall be construed as or constitute acceptance of Customer’s terms and conditions for purchase. The present Terms and Conditions may not be varied without TEKNIKA AUSTRALIA’s prior consent in writing.

1. Definitions

The following terms and conditions apply to and form part of any agreement between the “Company” and the “Customer' (as defined below) for the sale of any goods or services by the Company to the Customer. These terms and conditions replace any previous terms and conditions. In these terms and conditions:

“Business” refers to Teknika Australia, a sole trader operating under ABN 59 276 855 093 in Melbourne, VIC 3171.

“Customer” means the person(s) or company whose Order for the goods is accepted by the Business.

“Financing statement” has the meaning given to it in the PPSA.

“Finance change statement” has the meaning given to it in the PPSA.

“Goods” means any goods supplied or to be supplied by the Business to the Customer and includes their packaging and any replacement goods supplied under these conditions.

“GST” means goods and services tax under the A New tax System (Goods and Services Tax) Act 1999 (Cth).

“PPSA” means the Personal Property Securities Act 2009 (Cth).

“Purchase Money Security Interest” has the meaning given to it in the PPSA.

“Register” has the meaning given to it in the PPSA.

“Security Agreement” means the security agreement under the PPSA created between the Customer and the Business by these Terms and Conditions.

“Security Interest” has the meaning given to it in the PPSA.

“Services” means the supply of technical advice, computer consultancy and software updates/enhancements not involving the supply of hardware..

2. Prices and Quotations

Quotations are confidential and are based on the information provided by the Customer. All reasonable effort has been made to ensure the quotation is accurate, however unforeseen circumstances, provision of incomplete information, misinterpretations, variation of extras which affect production costs may incur additional charges.

No quotation given by the Business shall constitute an offer. Any order for the supply of goods shall not be binding upon the Business until accepted by the Business.

The prices for goods may be varied to the Business’s general prices in effect at the date of delivery of the goods notwithstanding any prior orders or sales order acceptances in respect of the goods.

Prices given in any quotation are applicable to that quotation only and will not necessarily apply to any other instance. Unless the Business withdraws

the quotation, the quotation is valid for 30 days from the date of the quotation.

GST and duties imposed by law on or in respect of the goods and services shall be to the Customer’s account and shall be calculated using the rates and methods of assessment in force at the time of delivery.

3. Purchase Orders

Each purchase order placed by a Customer is deemed to include a representation that the Customer is solvent and able to pay all debts as they fall due. After placement of a purchase order the Business will acknowledge

receipt of the purchase order by sending the Customer an Order Confirmation or Proforma Invoice.

Once a purchase order has been received by the Business it cannot be cancelled or modified without the Business's written consent. Without limiting the generality of this, purchase orders for goods involving non-stock or indent items may not be cancelled.

Where a Customer seeks to modify their purchase order an additional charge may be incurred to cover the cost of materials which have been committed to, the cost of work undertaken (including labour and production) and any other costs incurred. Where the modification causes a delay to the Business's scheduled shipping date (as referenced on the original Order Confirmation) the Business may invoice the Customer at this date for partial work completed and any other additional costs incurred due to the customer modification.

Where a Customer requests to cancel a purchase order, the Business reserves the right to invoice the Customer for any costs already incurred. This may include, but is not limited to, the cost of materials committed to, labour and production costs, and any other associated expenses. The invoice will be issued based on the expected shipping date stated in the Business’s Order Confirmation.

4. Terms of Payment - Pay With Order

Unless otherwise agreed, all goods will be supplied on a Pay With Order basis. Despatch of goods will occur once full payment has been received.

For non-standard or indent items, payment is required in advance, prior to the Business committing to the procurement of materials. In some cases, and at the sole discretion of the Business, a deposit or full prepayment may be required before production commences.

For Australian orders, payment options include EFT (Electronic Funds Transfer) and the use of the following credit cards: VISA, Mastercard, and AMEX. In some instances, credit card surcharges may apply. If applicable, the surcharge will be indicated on the Order Confirmation.

Where payment is made via EFT, the Customer must allow up to two (2) business days for funds to clear. Customer-provided proof of payment will not be accepted as confirmation of payment.

For overseas orders, payment must be made via EFT only. The Business does not accept credit card payments or payments by bank or company cheque. Overseas payments must include all bank processing fees and any other related charges to ensure full receipt of the invoiced amount.

5. Terms of Payment - Credit Facility

The extension of credit to the Customer shall always be at the absolute discretion of the Business. The Customer authorises the Business to make all reasonable enquiries necessary to verify the Customer's creditworthiness and credentials. The Customer’s credit facility with the Business (if applicable) shall remain under the name stated by the Customer in their credit application, unless the Business provides written consent to any change.

Unless otherwise stated, the terms of payment shall be nett cash within thirty (30) days from the date of invoice.

The Customer must notify the Business in writing of any material change to its structure, management, ownership, or any other circumstance that may affect its credit status. This includes, but is not limited to, the sale or disposal of any part of the Customer’s business, changes in control, or the granting of any new charge, mortgage, or security interest to another supplier or financier. Such notice must be provided within forty-eight (48) hours of the change taking effect.

If the Business grants a credit facility or sets a credit limit, it reserves the right to vary, suspend, or withdraw that facility or limit at any time, without prior notice. Upon withdrawal of credit, all outstanding amounts shall become immediately due and payable.

In some cases, where non-stock or indent items are to be supplied by the Business, a deposit may be required from the Customer before production will commence. The requirement for a deposit is at the sole discretion of the Business.

6. Customer Indemnity

Without prejudice to any other rights the Business may have, the Customer shall indemnify and hold harmless the Business against any loss, damage, or expense incurred as a result of the Customer cancelling any order (in whole or in part), or breaching any provision of these Terms and Conditions.

7. Title of Goods

While risk in the goods passes to the Customer upon delivery, legal and equitable title shall remain with the Business until full payment for the goods has been received. Until such payment is made, the Customer shall hold the goods as bailee on behalf of the Business and shall return the goods upon request.

Notwithstanding the above, the Customer, acting in a fiduciary capacity, may sell or otherwise deal with the goods in the ordinary course of business. In such an event, the bailment arrangement shall terminate immediately upon the sale or dealing of the goods.

8. Default

If the Customer fails to make payment when due for any goods or services, commits an act of bankruptcy, or by any act or omission enables the appointment of a scheme manager, trustee, official manager, receiver, receiver and manager, liquidator, or any other person authorised to take possession of or assume control over any of the Customer’s property pursuant to a mortgage or other security, the Business may, without prejudice to any other rights it may have, take one or more of the following actions:

It may withdraw any credit facilities previously extended to the Customer and demand immediate payment of all outstanding amounts. The Business may also withhold any further delivery of goods or the performance of services under the contract. In respect of goods already delivered, the Business may enter the Customer’s premises to recover and resell those goods for its own benefit. Additionally, the Business may suspend or terminate performance of any other contracts it holds with the Customer.

9. Personal Property Securities ACT 2009 (CTH) (‘PPSA’)

The Customer acknowledges and agrees that any agreement between the Customer and the Business for the supply of goods or services on credit terms constitutes a Security Agreement (the “Security Agreement”) for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA), and the following provisions apply:

1. The Security Agreement creates a security interest in:

(a) all goods and services supplied by the Business to the Customer under such agreement, and

(b) all proceeds (if any) received by the Customer in relation to the goods and services.

1.1 The Security Agreement may be registered on the Register as a Purchase Money Security Interest (PMSI).

2. The Customer undertakes to promptly execute any further documents, provide any further information, and perform any further acts as may be required by the Business to:

(a) register a financing statement or financing change statement in relation to a Security Interest on the Register;

(b) register any other document required to be registered by the PPSA; or

(c) correct any defect in a statement referred to in clauses 2(a) and 2(b) above.

3. Purchase orders for goods or services may be accepted by the Business, at its discretion, by despatching the goods or services. However, despatch will not constitute acceptance where the price for the goods or services has been incorrectly quoted or referenced by the Customer in its purchase order.

4. The Customer acknowledges that it has received value as of the date of the first delivery of the goods or services and has not agreed to postpone the time for attachment of the Security Interest granted to the Business under any agreement.

5. The Customer agrees that:

(a) sections 96, 115, and 125 of the PPSA will not apply;

(b) it waives its right to receive any notices, information, or statements as may be required under sections 95, 118, 121(4), 123(2), 130, 132(3)(d), and 132(4) of the PPSA, and any right to receive a Verification Statement under the PPSA;

(c) it waives its rights as grantor and/or debtor under sections 142 and 143 of the PPSA.

10. Warranty

Goods supplied are warranted by the Business or the manufacturer (as applicable) against defects in workmanship and materials. The Business’s obligations under this express warranty are strictly limited to the repair or replacement of the defective goods or materials, at the option of the Business or the manufacturer.

Services provided by the Business are expressly warranted to be rendered with due care and skill.

To the extent permitted by law, all implied conditions and warranties—other than those implied by the Competition and Consumer Act 2010 (Cth) or any other applicable consumer protection legislation—are expressly excluded.

11. Delivery

Where goods are delivered in part shipments, the Business shall be entitled to issue pro rata progress invoices, including applicable freight charges.

The Business shall not be liable for any loss or damage (including consequential loss or damage) arising from any delay in delivery or failure to deliver due to circumstances beyond its reasonable control. The Customer agrees to accept and pay for goods notwithstanding any late delivery.

Unless otherwise agreed, delivery shall be deemed to occur:

FOB (Free on Board), when the goods are loaded onto the delivery vehicle at the Business’s works or warehouse; or

Ex Works, when the goods are made available for collection from the Business’s premises.

The Customer shall be responsible for insuring the goods from the point of delivery and must maintain insurance until full payment has been made. The Customer shall indemnify the Business for any loss or damage to the goods from the time of delivery until payment is received in full.

Inspection of the goods must be carried out by the Customer upon receipt. Any shortages must be reported immediately upon receipt. Any damage must be reported to the Business within five (5) days of receiving the goods. Goods may not be returned without prior written approval from the Business and, if approved, must be returned using a carrier nominated by the Business.

12. Returns

Prior to returning any goods to the Business for any reason, the Customer must first obtain written authorisation from the Business. Goods arriving at the Business’s premises without prior authorisation will not be accepted and will be returned to the Customer at the Customer’s expense.

Where goods are to be returned due to incorrect supply by the Business, the Customer must obtain written authorisation within 14 days of receipt and return the goods using a carrier nominated by the Business. For all other returns, the cost of freight shall be borne by the Customer. All goods are returned at the Customer’s risk and must be returned undamaged and suitably packaged.

Non-standard products and indent items ordered specifically for the Customer will not be accepted for return or credit unless proven to be faulty.

At the discretion of the Business, and subject to prior written approval, goods may be accepted for exchange or partial credit. In such cases, the goods must be returned within 14 days of receipt by the Customer. Upon receipt and inspection by the Business, a restocking fee will be applied to cover administrative and inspection costs.

Where the return is due to an error by the Business, no restocking fee will apply. Where the return is due to Customer error, a restocking fee of 30% of the order value (subject to a minimum of $55.00 including GST) will be charged.

13. Disputes

In the event of a dispute between the Business and the Customer in relation to an agreement for the supply of goods or services, either party may give written notice to the other party identifying the existence of the dispute. Upon such notice, the dispute shall be referred to arbitration in accordance with the laws of Victoria.

The arbitrator shall be appointed by the President of the Law Institute of Victoria. In any arbitration proceedings, the parties may be represented by a solicitor or counsel only if both parties agree to such representation.

14. Applicable Law

Unless otherwise stated, any contract arising from the Business’s receipt and acceptance of a Customer’s order shall be governed by and construed in accordance with the laws of Victoria.

The Customer acknowledges, understands, and agrees to the Terms and Conditions set out herein.

TEKNIKA AUSTRALIA | ABN 59 276 855 093

support@teknika.com.au