CrispTech Pty Ltd Terms & Conditions of Trade

1. Definitions
   
   “CRISPTECH” means CrispTech Pty Ltd
   ACN 121 598 927
   ABN 63 121 598 927
   
   “Conditions” means these Terms and Condition of Sale;
   “Customer” means a person, firm or corporation, jointly and severally if there is more than one, acquiring goods or services
   “Goods” means goods supplied by CRISPTECH to the Customer;
   “GST” means any tax imposed by government, whether at point of supply or at some other specified occurrence, by whatever name, and includes (without limitation) a goods and services tax, a broad based consumption or indirect tax and value-added tax;
   “Services” means services supplied by CRISPTECH to the Customer;
   “Tax Invoice” means a tax invoice which complies with the definition in section 29-70 of the A New Tax System (Goods and services Tax) ACT 1999 or any amending legislation.
   
   
2. Basis of Contract
   
   2.1 The conditions apply exclusively to every contract for the sale of goods or services by CRISPTECH to the customer and cannot be varied or supplanted by any other conditions including those that may be offered by a customer or printed on a customer’s purchase order unless expressly accepted in writing by a director of CRISPTECH.
   
   2.2 Any written quotation provided by CRISPTECH to the customer in respect of the proposed supply of goods or services is deemed to be an invitation only to the Customer to place an order based upon that quotation. Quotations are valid for 30 days from the quotation date unless otherwise stated.
   
   
3. Payment
   
   3.1 In the absence of contrary express agreement, the price for goods supplied shall be the CRISPTECH list price ruling at the date of shipment and the charge for services supplied shall be at CRISPTECH’s prevailing rates at the time of supply.
   
   3.2 All prices are expressed net of any applicable freight charges, sales tax, and customs excise and duty which shall be added to the amount to be paid by the customer.
   
   3.3 If Customer has an approved credit account with CRISPTECH, the goods and services supplied must be paid for within a net thirty (30) days of the date of invoicing. Where Customer is overdue with any payments or CRISPTECH is in receipt of credit references which it regards as unsatisfactory CRISPTECH reserves the right to change Customer to a COD account. Where Customer has a COD account all goods and services shall be paid before they are supplied.
   
   
4. Payment Default
   
   4.1 If the Customer defaults in payment by the due date of any amount payable to CRISPTECH then all money which would become payable by the Customer to CRISPTECH at a later date on any account, becomes immediately due and payable without requirement of any notice to the Customer, and CRISPTECH may, without prejudice to any other remedy available to it:-
   
   (a) Charge the Customer interest on any date of which when due until payment at the rate of 2% per month.
   (b) Charge the Customer for all expenses and cost (including legal costs on an indemnity basis) incurred by the taking whatever action it deems appropriate to recover any sum due;
   (c) Cease or suspend for such period as CRISPTECH thinks fit, supply of any further goods or services to the Customer;
   (d) By notice in writing to the Customer, terminate any Agreement with the Customer so far as unperformed by CRISPTECH.
   (e) Cost and expenses incurred by CRISPTECH as a result of the default.
   
   4.2 Clauses 4.1(c) and (d) may also be relied upon, at the option of CRISPTECH:
   
   (a) Where the Customer is an individual and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally; or
   (b) Where the Customer is a corporation and it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or class of this creditors generally, or has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken for, or with the view to the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Customer.
   
   
5. Pricing
   
   5.1 Each amount, of whatever description, specified as payable by the Customer to CRISPTECH under any contract or Agreement is expressed net of GST. In addition to the amount payable, the Customer must pay to CRISPTECH on demand, the GST payable by CRISPTECH in respect of that amount. Prices for the supply of goods and services excluded any other taxes, duties or imposts imposes on or in relation to the goods or services in Australia or overseas.
   
   5.2 The Customer must arrange and pay for all cost associated with the carriage and insurance of the goods from CRISPTECH’S nominated collection address.
   
   5.3 CRISPTECH reserves the right to vary its prices, without notice to the customer, up to the time when final confirmation of the order is given by CRISPTECH.
   
   5.4 Where there is a change in the costs incurred by CRISPTECH which are outside the control of CRISPTECH in relation to the goods or services to take account of such change even after the final confirmation of order is given by CRISPTECH.
   
   
6. Delivery
   
   6.1 Unless otherwise agreed in writing, all goods from CRISPTECH are sold ex-works.
   
   6.2 Risk in the goods and all insurance responsibility for theft, damage or otherwise in respect of the goods will pass to the customer upon presentation of the goods for delivery at CRISPTECH’s premises. Where goods are supplied on a trial basis, risk in the goods remain at all times with the Customer.
   
   6.3 All claims for damage during delivery, short supply, non-receipt of goods or incorrect delivery documents must be made to CRISPTECH within 7 days of receipt of goods. A restocking Fee of 25% is payable after this period of time. This also includes return of goods.
   
   6.4 Where the Customer requests CRISPTECH to deliver goods directly to another person, that person take possession of the goods for the Customer as the Customer’s agent, but the Customer remains directly responsible to CRISPTECH under these Conditions.
   
   6.5 CRISPTECH reserves the right to deliver in instalments and all such instalments, when separately invoiced, shall be paid for without regard to the delivery of subsequent instalments.
   
   
7. Liability
   
   7.1 Except as specifically set out in these conditions, or contained in any warranty statement provided with the goods or services, any term, condition or warranty in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods or services, whether implied by statute, common law, trade usage, custom or otherwise, is expressly excluded.
   
   7.2 Replacement or repair of the goods or reprovision of the services is the absolute limit of CRISPTECH’S liability arising under or in connection with the description, quality, condition, performance, assembly, manufacture, design, merchantability or fitness for purpose of the goods or services or alternatively the sale, use of, storage or any other dealings with the goods or services by the Customer or any third party.
   
   7.3 CRISPTECH is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party.
   
   7.4 CRISPTECH will not be liable for any loss or damaged suffered by the Customer where CRISPTECH has failed to meet any delivery date or cancels or suspends the supply of goods or services.
   
   7.5 Nothing in these conditions is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any state or Federal legislation applicable to the sale of goods or the provision of services which cannot be excluded, restricted or modified.
   
   7.6 The customer undertakes in relation to goods it acquires from CRISPTECH:
   
   (a) not to attach CRISPTECH’s name, brand or mark to the goods, unless already attached when CRISPTECH supplied the goods to the Customer.
   (b) It will not use CRISPTECH’s goods for any purpose for which they are not suitable, and that it will (wherever appropriate) correctly advise its customer as to the purposes to which CRISPTECH’s goods should or should not be put.
   (c) To immediately notify CRISPTECH in writing of any claim the Customer may receive in respect of the goods and/or services giving full details of the claim concerned
   
   7.7 The Customer indemnifies CRISPTECH against liabilities and costs (including all legal costs on an indemnity basis) expenses, losses, damages or claims arising in a way as a result of the Customer’s failure to comply with any part of these Conditions.
   
   
8. Warranty
   
   8.1 Subject to clause 8.4 CRISPTECH warrants the goods it supplied to the Customer against defective materials and defective workmanship for the period of 12 months from the date of invoice.
   
   8.2 Any warranty does not apply in circumstances where:
   
   (a) the goods or services are not defective;
   (b) the goods were used or services required for a purpose other than for which they were intended;
   (c) the goods were repaired, modified or altered by any person other than CRISPTECH;
   (d) The defect has arisen due to misuse, neglect or accident;
   (e) The defect has arisen to the incorrect installation of the goods.
   (f) The goods have not been stored or maintained as recommended by CRISPTECH. (g) The defect has arisen due to normal wear and tear on the goods; or
   (h) The Customer is in breach of the Conditions
   
   8.3 In order to make a claim under this warranty, a person must:
   
   (a) give CRISPTECH written details of any defect in the products together with documentary proof of the date of purchase of the products within 30 days of identifying the defect;
   (b) return the defective products to CRISPTECH or allow CRISPTECH or its employees or agents to inspect the products;
   (c) provide any information requested by CRISPTECH in relation the products or installation of the products.
   
   8.4 Where CRISPTECH supplies goods manufactured by third par ty, the manufacturer’s warranty is the only warranty provided to the Customer.
   
   
9. Technological Changes and Approvals
   
   9.1 CRISPTECH reserves the right to alter the goods, including goods on order, if the alteration can be done without changing the technical specifications already agreed upon.
   
   9.2 CRISPTECH is not responsible for any misunderstanding of information contained in any catalogues and other written material supplied by CRISPTECH
   
   9.3 The Customer is responsible and liable for the specific applications to which it puts specific goods supplied by CRISPTECH. CRISPTECH will not be responsible for any goods manufactured by the Customer which include components supplied by CRISPTECH.
   
   9.4 The Customer acknowledges that it is responsible for obtaining any national or international approvals which may be necessary in relation to the goods it may manufacture which include components supplied by CRISPTECH.
   
   
10. Intellectual Property
    
    10.1 CRISPTECH owns or is the licensee of all copyright, trademark, patent or design rights or confidential information (”Intellectual Property”) in or related to any of its goods or services.
    
    10.2 The Customer must not claim any right title or interest in the Intellectual Property nor use or disclose any of the Intellectual property other than necessary for the use of the goods or services. The Customer must not copy the goods nor arrange for any third party to copy them.
    
    10.3 If the Customer provides, on sells or licences the use of the goods or services, it must ensure the recipient is aware of CRISPTECH’s rights in clause 10.1 and complies with clause 10.2 by written agreement. Further the Customer must ensure that any recipient is bound by similar terms as this clause 10.3
    
    
11. Cancellation
    
    11.1 If, through circumstances beyond the control of CRISPTECH, CRISPTECH is unable to supply the goods or services, then CRISPTECH may cancel the Customer’s order (even if it has already been accepted) by notice in writing to the Customer. CRISPTECH will be under no liability to the Customer or any third party for any damages or losses, direct or indirect, resulting from such cancellation.
    
    11.2 No purported cancellation or suspension of an order or any part thereof by the Customer is binding on CRISPTECH after that order has been accepted by CRISPTECH.
    
    
12. Passing of Property
    
    12.1 Until full payment in cleared funds is received by CRISPTECH for all goods and services sold by it to the Customer, as well as all other amounts owing on any account to CRISPTECH by the Customer:-
    
    (a) Title in the goods remain vested in CRISPTECH and does not pass to the Customer; (b) The goods are held as fiduciary bailee and agent for CRISPTECH;
    (c) Where practicable the Customer must keep the goods separate from its goods and maintain the labelling and packaging of CRISPTECH;
    (d) The Customer is required to hold the proceeds of any sale of the goods on trust for CRISPTECH and if the Customer uses the goods in some manufacturing or construction process of its own or some third party, the Customer shall hold such part of the proceeds of such manufacturing or construction process as relates to the goods, in trust for CRISPTECH;
    (e) CRISPTECH may without notice, enter any premises where it suspects the goods may be and remove them, notwithstanding that they may have been attached to other goods not the property of CRISPTECH, and for this purpose the Customer irrevocably licenses CRISPTECH to enter such premises and also indemnifies CRISPTECH from and against all costs, claims. Demands or actions by and party arising from such action.
    
    
13. Change of Ownership
    
    13.1 The Customer agrees to notify CRISPTECH in writing of any change of ownership of the Customer or business within 7 days of such change and herby indemnifies CRISPTECH against any loss or damaged incurred by CRISPTECH as a result of the Customer’s failure to notify CRISPTECH of such change.
    
    
14. Privacy
    
    14.1 CRISPTECH is bound by the Privacy Act 1988 and takes steps to ensure that personal information obtained in connection with the Customer will be appropriately collected, stored, used, disclosed and transferred in accordance with the National Privacy Principles. Such information may be accessed by request to CRISPTECH in accordance with the Privacy Act.
    
    14.2 The Customer’s information will be collected, held and used by CRISPTECH on the condition that it will be accessible to any of CRISPTECH or its Associated Companies’ employees and agents who need to access the information for the efficient running of CRISPTECH’S or its Associated Companies’ business.
    
    
15. Goods return policy
    
    15.1 ONLY STOCK items will be authorised for return. A Returned Goods Authorisation Form MUST be received with the returned goods for a credit to be issued.
    
    15.2 Goods must be returned within 30 days of the delivery date (non-negotiable). Stock Items must be in a saleable state in the unbroken outer box. Packaging that has been tampered with and affects the integrity of the product will not be credited. Internal contents of product packaging must be accounted for if return is to proceed.
    
    15.3 The maximum value that can be returned is $1,000.
    
    15.4 Incorrect items delivered by CrispTech Pty Ltd must follow the Returned Goods Authorisation format. CrispTech Pty Ltd will pay return freight.
    
    15.5 Claims for shortages, faulty goods or goods damaged in transit must be made within 48hrs of delivery and in writing. All returns will be credited to your customer account. No refunds. Replacement goods will be dispatched within 48hrs of delivery and in writing. All returns will be credited to your customer account. No refunds. Replacement goods will be dispatched within 48hrs of notification (based on availability of stock).
    
    15.6 Goods not required by the customer that is damaged in return freight will not be credited.
    
    15.7 Cancellation of orders must be in writing and must be requested before the order has been packed.
    
    15.8 Any indent item will not be credited once packed or invoiced to customer.
    
    
16. General
    
    16.1 If CRISPTECH fails to enforce any terms or to exercise its rights under these Conditions at any time, CRISPTECH has not waived those rights.
    
    16.2 If any provision of these Conditions is held to be invalid or unenforceable for any reason, the remaining provision shall remain in full force and effect and the parties shall adjust their respective rights and obligations in accordance with the spirit and intent of the parties as shown by these Conditions.
    
    16.3 These Conditions will be governed by the laws of Queensland and the parties hereby submit to the exclusive jurisdiction of the Queensland courts and the Federal Court of Australia (Queensland).