Terms & Conditions


1. Definition

In these terms and conditions
(a) ‘Buyer’ means the entity purchasing the goods upon these terms and conditions.
(b) ‘Cost of Delivery’ means the cost of transportation of the goods to the place of delivery.
(c) ‘Seller’ means ASN Switchgear(Aust) Pty Ltd ABN 28 867 873 355.

2. Binding Terms and Conditions

The only terms which are binding on the Seller are:
(a) those set out in these terms and conditions or otherwise agreed in writing by the Seller; and
(b) those if any that are imposed by law and which cannot be excluded.

3. Price

(1) Neither the price list of the Seller nor any quotation issued by the Seller to the Buyer is an offer to
sell but is an invitation to treat only and the Seller reserves the right to accept or reject in its absolute
discretion any orders which may be received by it.
(2) The prices shown in the price list are subject to change without notice.
(3) The prices shown in the quotation Issued by the Seller to the Buyer apply only to orders placed
within 30 days after the date of the quotation and thereafter the prices are subject to change without
(4) If the Seller accepts an order it must supply the goods at the price shown in the price list current
when the Seller accepts the order, unless otherwise agreed in writing.
(5) The price shown does not include GST which must be paid by the Buyer at the prescribed rate.

4. Delivery

A delivery charge will apply to all deliveries with the exception of back order deliveries that are part of
the original order that has been partly fulfilled.

5. Acceptance

The Buyer must inspect the goods immediately upon delivery and must within 7days after the date of
the inspection give written notice to the Seller, with particulars of any claim that the goods are not in
accordance with the contract. If the Buyer fails to give that notice,  then to the extent permitted by the
statute the goods are deemed to have been accepted by the Buyer and the Buyer must pay for the
goods in accordance with the provisions of  these terms and conditions.

6. Payment

(1) Payment for goods and GST must be tendered no later than the expiration of the calendar month
following the month of the sale.
(2) Payment is deemed to be made:
(a) if cash is tendered – on the date it is tendered; and
(b) if a cheque (bank or otherwise) or other negotiable instrument is tendered – on the date upon
which the cheque or other negotiable instrument is negotiated and cleared by the Seller’s
(3) Time is of the essence in respect of the Buyers obligation to make payment for the goods sold by the                   Seller to the Buyer.
(4) If the Buyer defaults in making payment to the Seller in accordance with these terms and conditions
the Seller may in its absolute discretion:
(a) Charge the Buyer interest calculated on the portion of the Buyer’s account overdue at the rate of
2% per month from the date on which the default arose; and
(b)  require the Buyer to reimburse the Seller for all collection costs including legal costs  incurred by
the Seller calculated on solicitor and client basis as a consequence of the Seller instructing its
solicitor to provide advice to it in connection with the default and/or to institute such recovery
process as the Seller in its discretion decides.
(5) Any payments tendered by the Buyer to the Seller must be applied as follows:
(a) first as reimbursement for any collection costs incurred by the Seller in accordance with clause
(b) secondly, in payment of any interest charged to the Buyer in accordance with clause 6(4)(a); and
(c) thirdly, in satisfaction or part satisfaction of the oldest portion of the Buyers  account.

7. Returns

(1) The Buyer must not return any goods which the Buyer claims are not in accordance with the contract
(whether or not the goods are deemed to be accepted by the Buyer) unless the Seller has first given
its written approval to their return.
(2) If the Seller has given its written approval to the return under clause 7(1);
(a) the Seller will only give credit for the goods returned if they are in a saleable condition; and
(b) the Seller may charge equivalent to 10% of the price of the goods returned, unless  the Buyer is
a “consumer” for the purpose of the Trade Practices Act 1974 or similar State or Territory

8. Risk and Insurance

Goods supplied by the Seller to the Buyer are at the Buyer’s risk immediately on delivery to the Buyer
or into the Buyer’s custody (whichever is the sooner). The Buyer must insure the goods at its cost from
delivery of the goods until they are paid for in full against such risks as  it thinks appropriate and must note the interest of the Seller on the policy and produce a certificate to this effect to the Seller on request.

9. Retention of Title

(1) The Buyer acknowledges that the ownership of the goods delivered by the Seller to the Buyer
(the “goods”) is only transferred to the Buyer when the Buyer has paid all sums owing to the Seller
on any account whatsoever and until that time the Seller has the right to call for or recover the
goods at its option (for which purpose Seller’s employees or agents may enter the Buyer’s premises)
and the Buyer is obliged to deliver up the goods if so directed by the Seller.
(2) The Buyer agrees to keep the goods in fiduciary capacity for the Seller until such time as the
ownership is transferred to the Buyer.
(3) Despite the foregoing the Buyer may sell the goods to a third party in the ordinary course of

10. Insolvency of Buyer

(1) A breach of contract is deemed to occur if:
(a) an application or order is made to or by a court or a resolution is passed for the winding up or
bankruptcy of the Buyer or notice of intention to propose such a resolution is given; or
(b) a controller (as defined in section 9 of the Corporations Law) or an administrator under Part 5.3A
of the Corporations Law or a trustee in bankruptcy  is appointed in respect of the Buyer, or the
whole or any part of its undertaking or property.
(2) The provisions of clause10(1) apply despite any arrangement between the parties under which the
Seller grants the Buyer credit.

11. Exclusions of Implied Conditions and Warranties

(1) The only conditions and warranties which are binding on the Seller in respect of:
(a) the state, quality or condition of the goods supplied by it to the Buyer, and/or
(b) advice, recommendation(s), information or services supplied by it, its employees,  servants
or agents to  the Buyer regarding the goods, their use and application:
are those imposed and required to be binding by statue (including the Trade Practices Act
(2) To the extent permitted by statute the liability, if any, of the Seller arising from the breach of the
conditions or  warranties referred to in clause 11(1) are, at the Sellers option, limited and
completely discharged:
(a) in the case of the goods, by either;
(i) the supply by the Seller of equivalent goods; or
(ii) the replacement by the Seller of the goods supplied to the Buyer; and
(b) in the case of advice, recommendation, information or services by supplying the advice,
recommendation(s), information or services again.
(3) Except as provided in this clause 11 all conditions and warranties whether express or applied by
law in  respect of the state; quality or condition of the goods which may apart from this clause
be binding on the  Seller are excluded.
(4) The Buyer acknowledges that the Buyer does not rely and it is unreasonable for the Buyer to
rely on the skill  or judgement of the Seller as to whether the goods supplied are reasonably fit
for any purpose for which they are being acquired, and that the sale is not a sale of goods by
description or sample.
(5) Except to the extent provided in this clause 11 the Seller has no liability (including liability in
negligence) to  any person for:
(a) any loss or damage consequential or otherwise suffered or incurred by that person in relation
to the goods  and/or advise, recommendation(s), information or service; and
(b) in particular without limiting clause 11(5)(a) any loss or damage consequential or otherwise
suffered or  incurred by that person caused by or resulting directly or indirectly from any
failure, defect or deficiency of any kind of or in the goods and/or  advice, recommendation(s)
information or services.

(6)The Seller is not liable for delay in the delivery of the goods which delivery is beyond the Sellers control or where delay is caused by the delay in the delivery of the goods or parts in manufacture of the Goods by a Third Party

12. Privacy

Where goods are supplied to the Buyer on credit the Buyer irrevocably authorises the Seller its
employees and  agents to make such inquiries as it deems necessary to  investigate the credit
worthiness of the Buyer including (without limitation) making inquiries from persons nominated as
trade referees, the bankers of the Buyer or any credit providers (Information Sources) and the
Buyer authorises the Information Sources to disclose to the Seller all information concerning the
Buyer which is within their possession and which is requested by the Seller.

13. Force Majeure

If a party is prevented from or delayed in complying with an obligation (other than to pay money)
by an event beyond its  reasonable control, including terrorist attack and/or sabtage, performance
by it of that obligation is suspended during the time, but only to the extent that compliance is prevented
or delayed.

14. Severability

If anything in these terms and conditions is unenforceable, illegal or void than it is severed and the
rest of these terms and conditions remain in force.

15. Waiver

A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or
right, and  the exercise of a power or right does not preclude either its exercise in the future or the
exercise of any other  power or right. A waiver is not effective unless it is in writing and is effective
only in respect of the specific  instance to which it relates and for the specific purpose for which it
is given.

16. Notices

(1) A notice or other communication (“Notice”) connected with these terms and conditions has no
legal effect unless it is in writing and;
(a) delivered by hand at the address of the addressee set out in these terms and conditions or
subsequently  notified;
(b) sent by post, postage prepaid to that address; or
(c) sent by facsimile to the facsimile number of the addressee.
(2) A notice is deemed given and received:
(a) if delivered, upon delivery;
(b) if sent post, on the 2nd Business Day (at the address to which it is posted) after posting; or
(c) if sent by facsimile before 4p.m. on a Business Day at the place of receipt, on the day it is
sent and otherwise on the next Business Day at the place of receipt.
(3) Despite clause 16(3)(c) a facsimile is not deemed given or received unless at the conclusion of
the  transmission the sender’s facsimile machine issues a transmission report which indicates
that the relevant number of pages comprised in the Notice have been sent.
(4) For the purpose of this clause 16  “Business Day” means a day that is not a Saturday, Sunday
or any other day which is a public holiday or a bank holiday in the place where an act is to be
performed or a payment to  be made.

17. Governing Law and Jurisdictions

The Law of the State of Victoria governs these terms and conditions.

Dated: 2 August 2010