1.1 Unless and until Selectronic Australia provides written notice of any replacement terms and conditions, these Terms and Conditions of Sale (Terms) apply to the sale of products (Products) by Selectronic to any customer (Purchaser) placing a written purchase order (Order) with Selectronic where no separate Supply Agreement is in place between Selectronic and the Purchaser in respect of the Order.
1.2 In the event of any inconsistency between these Terms and any other agreement between Selectronic and the Purchaser or any documentation of the Purchaser in connection with any Order, except where arising under a separate Supply Agreement, these Terms will prevail to the extent of the inconsistency.
2.1 A quotation is not an offer by Selectronic to sell or supply and may be withdrawn or varied at any time prior to Selectronic’s acceptance of an Order, and is void after thirty (30) days, unless extended in writing by Selectronic. In addition, prices are subject to variation in accordance with clause 3 below. Selectronic reserves the right to correct typographical or clerical errors. Any and all declarations of acceptance of Orders must be made in writing by Selectronic to become legally effective. Selectronic’s issue of an Order acknowledgment does not constitute acceptance of any terms or conditions in any Order form or other documentation of the Purchaser.
2.2 Selectronic’s employees are not authorised to make any oral collateral agreements or oral confirmations which go beyond the content of the written contract and the Purchaser will not rely on any such oral collateral agreements or oral confirmations.
2.3 In the event that Selectronic cannot perform or accept an Order for any reason, Selectronic will notify the Purchaser and any funds paid by the Purchaser in respect of the Order will be refunded, unless otherwise agreed in writing.
2.4 Only those specifications which are clearly set out in the Order will apply to the Products supplied.
2.5 Any and all drawings, illustrations, measures, weights or other performance data related to a quotation by Selectronic will only be binding where they are expressly agreed in writing in an Order.
3.1 The Payment terms are net cash before dispatch unless the Purchaser has a current credit account with Selectronic. The payment terms for a Purchaser with a current credit account are net cash, free of exchange, thirty (30) days end of month from the date of invoice in which the Products are delivered. Selectronic reserves the right to invoice for Product deliveries delayed at the Purchaser’s request. All other terms will be as per the purchase agreement.
3.2 Prices quoted or accepted: (a) do not include taxes, imports or duties. Selectronic may recover from the Purchaser, and the Purchaser must pay the amount of any sale tax, customs tax, use tax, consumption tax, goods and services tax or any similar tax, impost or duty levied on any supplies made by Selectronic to the Purchaser under or in connection with these Terms; and (b) are subject to any Incoterms stated in the Order.
3.3 Selectronic reserves the right to modify its prices accordingly if there is any change in the costs of labour, materials, transport, essential services, tariffs, duties, exchange, and other costs and statutory obligations, between the date of quotation and the date of invoice. Selectronic will provide proof of such cost changes at the Purchaser’s reasonable request.
3.4 Selectronic must agree to any reduction of cash discounts separately in writing.
3.5 The Purchaser must pay Selectronic default interest of 0.1% of the value of all amounts in arrears in the aggregate. Default interest will be compounded daily and calculated from the due date for payment until Selectronic receives payment in full.
3.6 Selectronic may use payments to satisfy older debts, and will inform the Purchaser of any such offsets.
3.7 The Purchaser may not cancel or amend any Order accepted by Selectronic without Selectronic’s written approval, which it may grant or deny in its sole discretion.
3.8 Deposits - Custom/indent products - A minimum 35% deposit is required to be paid at the time of placing an order for any custom or indent items.
3.9 Other orders - Orders for other items including stock items may in some circumstances require a deposit. This will be included as required within any quotation or offer. Any required deposit is due to be paid at time of placing an order with Selectronic regardless of the customer’s account status.
4.1 Delivery will be deemed to occur when Selectronic informs the Purchaser that the Products are ready for collection from the delivery point set out in the relevant Order, or if none is set out, from Selectronic’s nominated collection point.
4.2 Dates and periods of delivery may be subject to extension by Selectronic to cover delays caused by Government actions, strikes, lockouts, breakdowns, delays in transport, fines, late delivery of raw materials or components, or other causes beyond Selectronic’s control, and Selectronic will not be liable under these Terms for consequence of any delays. Selectronic will be entitled to postpone delivery by the equivalent period of the delay plus an appropriate restarting time, or to cancel or amend the relevant Order in full or in part.
4.3 If any delay referred to in clause 4.2 lasts more than three (3) continuous months, either party may cancel that part of the Order which has not already been performed by Selectronic. In the event that the period of delivery or performance is extended or in the event that Selectronic is released from its obligations:
(a) to the extent any Products have been delivered but are not yet paid for under an Order, the Purchaser will pay Selectronic the value of the Products as determined by the price(s) stated in the relevant Order, or that cannot be reasonable ascertained, the value of the Products under Selectronic’s then-current pricing list; and
(b) the Purchaser will not be entitled to make any claim against Selectronic for any loss or damage suffered as a result of the cancellation.
4.4 Unless expressly agreed otherwise in an Order, Selectronic may deliver Products in partial deliveries.
4.5 If the Purchaser requests Selectronic to delay delivery, or fails to give Selectronic adequate instructions for delivery, or delays acceptance of delivery, Selectronic may claim from the Purchaser any costs incurred as a result of the delay, including Product storage costs.
5.1 Risk in the Products passes to the Purchaser upon delivery of the Products in accordance with clause 4.1. Selectronic will not be responsible for any loss or damage occurring after the point of delivery.
6.1 If there is any shortfall of Products delivered from the quantities set out in the relevant Order, or if Products are damaged during delivery, the Purchaser must inform Selectronic within three (3) days from the date of delivery. If the Purchaser does not, then Selectronic will not be responsible for any loss or damage by the Purchaser as a result of the shortfall or damage.
6.2 If there is a shortfall in the number of Products or if the Products are damaged during delivery, Selectronic’s liability will in any case be limited to the price of the Products not delivered or damaged.
6.3 If any new Product is found to be defective in materials or workmanship within the applicable warranty period under Selectronic’s Standard Limited Warranty, or does not conform to any applicable drawings and specifications accepted by Selectronic in an Order, then Selectronic will, at its option, either repair or provide a replacement part or Product, provided that:
(a) the Purchaser has given written notice to Selectronic of any alleged defect within a reasonable period from the date of discovery of the defect;
(b) the Purchaser has provided Selectronic a reasonable opportunity to perform all appropriate tests on the Product; and
(c) the defective part or Product is promptly returned to a Selectronic’s nominated address. Any defective Product replaced will become Selectronic property (at its election) and the replaced Product will be delivered to the Purchaser. The Purchaser acknowledges and agrees that Selectronic’s liability in respect of defective Products is limited to the remedies set out in this clause 6.3.
6.4 The warranties in clauses 6.2 and 6.3 above do not cover failure or damage resulting from:
(a) fair “wear and tear” or occurring outside the warranty period;
(b) misapplication, abuse, improper installation or abnormal conditions of operation;
(c) operation, either intentional or otherwise, above or below rated capacities or in an otherwise improper manner;
(d) tampering with or altering a Product by anyone other than an authorised representative of Selectronic; and
(e) the incorporation of, or failure of, parts or components not authorised by Selectronic.
6.5 To the maximum extent permitted by law, all conditions, warranties, terms, undertakings, representations and obligations, whether expressed or implied, and whether arising under statute, common law, equity, custom, trade usage or otherwise (including any implied condition, warranty, term or representation as to the use of the Products, their weight, dimensions, capacities, colours or the correspondence of the Products with any contract description or as to merchantable quality, fitness for any purpose or safety of the products, or operating performance where such performance is conditional on empirical factors or on the whole installation or on the skills of an operator), whether made known or not, are expressly negated and excluded.
6.6 Selectronic shall not be liable for any losses, costs, expenses, liabilities and damages of whatsoever (including loss of profits, liabilities of the Purchaser to its customers or third persons, and any other consequential damages), whether direct or indirect and whether or not resulting from or contributed to by the default or negligence of Selectronic, its agents, employees and sub-contractors, which might be claimed as the result of the use or failure of the Product use or failure of the Product sold or the Services supplied.
7.1 The Purchaser indemnifies and holds Selectronic harmless from and against all liabilities, losses, damages, costs or expenses incurred or suffered by Selectronic from and against all actions, proceedings, claims or demands made against Selectronic, arising in either case as a result of:
(a) the Purchaser’s failure to comply with any laws, rules, standards or regulations applicable in relation to the Products or the use of the Products;
(b) subject to clause 13 below, any use of the Products contrary to any instructions or warnings given by Selectronic;
(c) any other negligence or any breach by the Purchaser of clauses 8.2 or 9.1 below;
(d) any compliance or adherence by Selectronic with any instructions by the Purchaser in relation to the Products; or
(e) any Product failure resulting from incorporation of, or failure of, parts or components not authorised by Selectronic.
8.1 Selectronic is the owner of certain patents and registered designs as well as other intellectual property rights, including copyright, and other technical, business or similar information (including all designs, documents and other materials relating to the Products) (Intellectual Property Rights).
8.2 The Purchaser must not directly or indirectly infringe, or permit any third party to infringe, any of Selectronic’s Intellectual Property Rights subsisting or created in connection with any Order.
9.1 The Purchaser agrees not to copy or disclose to any third party any drawings, price details, any other technical papers or any documents supplied by Selectronic under these Terms without Selectronic’s express prior approval.
10.1 All drawings and specifications, descriptions and other documents attached to any quotation are for tendering purposes only, and will not form the basis nor be part of any agreement between Selectronic and the Purchaser unless expressly set out in an Order or unless otherwise agreed by the parties in writing. Selectronic retains ownership of the copyright and all other intellectual and industrial property rights in all drawings, specifications, manuals and other documentation provided to the Purchaser, and all such documents must be returned to Selectronic on demand.
11.1 All Products will remain the sole and absolute property of Selectronic as legal and equitable owner, and the property in and title to the Products will not pass from Selectronic to the Purchaser until the Purchaser has paid Selectronic in full for the Products.
11.2 Until title in the Products has passed under clause 11.1, the Purchaser:
(a) holds the Products as bailee in the capacity of a fiduciary of Selectronic;
(b) must keep the Products supplied to it by Selectronic in its possession and must take proper care of them and store them and mark them in a manner that identifies the Products supplied and clearly shows that they belong to Selectronic;
(c) must sufficiently insure the Products at the Purchaser’s own expense against fire and water damage and theft;
(d) must carry out any necessary maintenance and inspection work at its own expense; and
(e) must immediately inform Selectronic if any third party seizes or attempts to seize any Product or any part thereof.
(f) If the Products (or any objects to which the Products are attached or of which the Products form a constituent part) are on-sold by the Purchaser, then the Purchaser does so as an agent for Selectronic and the Purchaser unconditionally agrees to keep the proceeds of such on-sale in a separate bank account on trust for Selectronic to be paid to Selectronic on demand and, if applicable, to assign to Selectronic any debt owed to the Purchaser in relation to the on-sale (which for the avoidance of doubt will not constitute any release of the Purchaser from liability to pay for the Products).
11.3 The Purchaser must not represent to any third party that it is acting as an agent for Selectronic, and Selectronic will not be bound by any legal obligation to any third party agreed to by the Purchaser unless it expressly agrees in writing to be so bound.
11.4 If any payment due by the Purchaser to Selectronic is overdue, in whole or in part, or the Purchaser is otherwise in default under any contract with Selectronic, or the Purchaser becomes bankrupt or commits any act of bankruptcy or compounds with its creditors or has judgment entered against it in any court or, being a company, has a provisional liquidator, receiver or manager appointed or otherwise suffers some form of insolvency administration, all sums then owing by the Purchaser to Selectronic in relation to the Products will become immediately due and payable and Selectronic may (without prejudice to any of its other rights) recover and resell the Products and, for that purpose, enter upon the Purchaser’s premises by its servants or agents, and the Purchaser irrevocably authorises Selectronic or its nominated representative to effect such entry, including the use of such reasonable force as is necessary to effect such entry, and to use the name of the Purchaser and to act on behalf of the Purchaser, if necessary, to recover possession of the Products and any other goods supplied by Selectronic and to detach the Products any such other goods from any other object to which they have been attached or of which they form a constituent part. The Purchaser must provide Selectronic all the information and documents necessary, and otherwise assist Selectronic to recover possession of the Products in these circumstances.
11.5 If Selectronic recovers the Products or any other goods, it may resell the Products and any other goods recovered. If the proceeds of sale are more than the amount due to Selectronic from the Purchaser. Selectronic may use the balance to pay the costs of taking possession and selling the Products or any other goods. If any proceeds of resale are less than the amount due to Selectronic, Selectronic may recover the shortfall from the Purchaser.
12.1 Selectronic reserves the right to modify the manufacturing specifications of Products at any time, however, Selectronic is not obliged to carry out such modifications to products already delivered.
13.1 If any of these Terms is held by any competent authority to be unlawful, invalid or unenforceable in whole or in part then the validity of the other provisions of these Terms and the remainder of the provisions in question will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.
13.2 The Purchaser must not transfer, assign or sub-contract its obligations under these Terms without Selectronic’s prior written consent.
13.3 Failure or neglect by Selectronic to enforce any of these Terms will not be a waiver of Selectronic’s rights and will not affect the validity of the whole or any part of these Terms or prejudice Selectronic’s right to take subsequent action.
13.4 Any notice required under these Terms must be in writing addressed to the other party at its registered office or principal place of business or any other address notified by the receiving party to the party giving notice.
13.5 Selectronic reserves the right to make any changes to these Terms at any time in its sole discretion by notice to the Purchaser.
13.6 The law of Australia governs these Terms and the Vienna Convention of Sales of Goods does not apply to these Terms. The Purchaser agrees to submit the non-exclusive jurisdiction of the courts of Australia.
14.1 Performance guarantees are specified in the Order and are subject to proper use and maintenance by the Purchaser.
15.1 Selectronic is not liable for any damage caused by the incorporation of unauthorized parts or components into the Products.
16.1 Any software provided with the Products is licensed, not sold, and is subject to the terms of the software license agreement.
16.2 The Purchaser is responsible for maintaining backup copies of any data stored on the Products.
17.1 The Purchaser must comply with all applicable environmental laws and regulations concerning the disposal of the Products.
18.1 No stock items sold and delivered may be returned to Selectronic without written authorisation and must be returned with a Return Authorisation number (RA).
18.2 Any goods which are returned for credit must be returned within 30 days from date of invoice and will incur a minimum restocking fee of 20% of the invoice value.
18.3 All returned goods must be in “as new” condition and in their original unopened packaging. No freight or handling charges will be credited or paid for by Selectronic.
Last Update: 20th September 2024
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