Terms & Conditions

Terms of Trade

These Terms of Trade (Terms) will apply to every sale of goods and provision of services by National Wireless Pty Ltd ABN 95 062 526 943 (Supplier).  Unless expressly accepted in writing by the Supplier, any qualification of these Terms contained in any document issued by the Customer shall be of no force or effect.  These Terms constitute the entire agreement between the Supplier and the Customer, and no variation of or addition to these Terms will be binding unless reduced to writing and signed by the Supplier and the Customer or their duly authorised representatives.

 

Price

1.1

Prices quoted in the Supplier’s price lists, quotes and advertising literature are for guidance only and they are exclusive of GST unless otherwise indicated (which will be included).  The contract price of the goods sold and services rendered to the Customer will be as agreed in writing between the Supplier and the Customer from time to time.

Payment

2.1	Upon placing an order for goods or services with the Supplier, unless the Customer has been approved for a credit account, the Customer must pay a deposit equal to 20% of the total (GST inclusive) purchase price of the goods or services ordered.  To the extent permitted by law, deposits paid by the Customer to the Supplier are strictly non-refundable and will be used to offset costs incurred by the Supplier, including but not limited to, restocking fees.
2.2	Subject to clause 2.3, and unless otherwise agreed in writing, the Customer must pay 60% of the purchase price of the goods or services ordered when any factory test relating to those goods have been completed, and 20% of the purchase price upon commissioning. of those goods or upon the supply of those services.
2.3	Where the Customer has been approved by the Supplier for a credit account, a deposit shall not be required and the contract price of goods and services shall be paid without deduction within 30 days of the end of the month in which the goods or services were supplied, or on such terms as the Supplier and the Customer may otherwise agree in writing.
2.4	The Customer must make payment in such manner as the Supplier directs from time to time by written notice to the Customer, and where the Supplier has extended credit to the Customer, the Supplier reserves the right to revoke the provision of credit at any time.
2.5	The Supplier reserves the right to suspend or cancel the supply of further goods and services if the terms of payment are not strictly adhered to by the Customer, or if the Customer is in breach of or default under any other subsisting agreement between the Supplier and the Customer.
2.6	If the Customer fails to pay any sum to the Supplier by the due date then, although no demand for payment may have been made, the sum in respect of which such default is made or so much thereof as shall from time to time remain unpaid shall bear simple interest at the rate which is 2% in excess of the maximum rate per annum charged by the Supplier’s bank on the due date on overdraft accommodation of the same amount, and such interest shall accrue and be recoverable from day to day.
2.7	All costs and expenses incurred by the Supplier in recovering any outstanding money (including, without limitation, debt collection agency fees or lawyer’s costs on a solicitor-own client basis) shall be paid by the Customer.

 

Delivery and Risk

3.1	Once an order has been placed by the Customer, and accepted by the Supplier, it cannot be cancelled by the Customer.  The supply of goods and/or services is subject to availability, and the Supplier reserves the right to suspend or discontinue the supply of goods and/or services to the Customer.
3.2	The Supplier reserves the right to deliver part of an order to the Customer, and the Customer agrees to accept any part order so delivered.  Where part of an order is delivered, the Customer must pay all money due in relation to that part order, at the relevant time as set out in clause 2.2 or 2.3.  Failure by the Supplier to deliver any part of an order shall not entitle the Customer to cancel the balance of the order and in the event of the Customer defaulting on payment of any part of an order, the Supplier shall be entitled to treat the default as a breach of contract relating to the total order or any or all part orders of such order.
3.3	Where a time for delivery is agreed, the Supplier will take all reasonable action to deliver the goods and/or services on time, but time shall in no circumstances be deemed of the essence, and the Supplier shall not be liable for any loss or damages suffered by the Customer arising out of, or in relation to, a delay in delivery by the Supplier.
3.4	Unless otherwise agreed in writing between the Supplier and the Customer:
	(a) the Customer will be responsible and liable for the collection and transport of goods from the Supplier’s designated (in its acceptance or acknowledgment of the Customer’s order) storage premises in Australia (Designated Storage Premises); and (b) risk in the goods will pass to the Customer upon completion of loading of the goods for transport from the Designated Storage Premises, whereafter the Customer accepts liability for the safe custody of the goods and agrees to indemnify the Supplier for any loss or damage thereto until property and title in the goods passes to the Customer.
3.5	The Customer must affect and maintain insurance with a recognised and reputable public insurance company for goods for their full insurable or replacement value (whichever is the higher) from the time they leave the Designated Premises until the time title in the goods passes to the Customer.

 

Retention of Title and Security Interest

4.1	Property in and legal and beneficial ownership of the goods shall remain with the Supplier until the Customer has made payment in full in cleared funds of the contract price of those goods and any other money owing by the Customer to the Supplier, and pending such payment the Customer:
	(a) shall hold the goods as fiduciary bailee and agent for the Supplier; (b) shall retain the goods in a manner such that they are readily identifiable as the Supplier’s property; (c) shall not in any way deal with, or part with possession of, the goods or part thereof or attempt to do so; (d) shall not make any new object from the goods, or mix or incorporate them into or with other goods; (e) shall handle and store the goods with due care; and (f) shall not use the goods for any purpose whatsoever.
4.2	Despite clause 4.1, if the Customer supplies any of the goods to any person before all monies payable by the Customer have been paid to the Supplier:
	(a) the Customer shall hold the proceeds of that supply of the goods on trust for and as agent for the Supplier immediately when they are receivable or are received; and (b) the Customer must either pay the amount of the proceeds of supply to the Supplier immediately when they are received or pay those proceeds into an account with a bank or a financial institution or deposit-taking institution as trustee for the Supplier.
4.3	Notwithstanding clause 4.1, if the Customer makes any new object from the goods, or incorporates or mixes them into or with other goods, before all monies payable by the Customer have been paid to the Supplier:
	(a) those new or other goods or objects will be held on trust for the Supplier; and (b) if those new or other goods or objects are supplied by the Customer to any other person, the Customer shall hold the proceeds of that supply of the goods or objects on trust for and as agent for the Supplier immediately when they are receivable or are received, and the Customer must either pay the amount of the proceeds of supply to the Supplier immediately when they are received or pay those proceeds into an account with a bank or financial institution or deposit-taking institution as trustee for the Supplier.
4.4	The Customer acknowledges and agrees that by assenting to these Terms, the Customer grants a security interest to the Supplier in all goods now or in the future supplied by the Supplier to the Customer (or to its account) during the continuance of the relationship between the Supplier and the Customer.
4.5	The Customer will, whether before or after goods are supplied under these Terms, do such acts and provide such information (which information the Customer warrants to be complete, accurate and up to date in all respects) as in the opinion of the Supplier (acting in its absolute discretion) may be required or desirable to enable the Supplier to perfect under the Personal Property Securities Act 2009 (Cth) (as amended or replaced from time to time) (PPSA) the security interest created by these Terms.
4.6	To the extent permitted by law the Customer waives any right to receive a copy of a verification statement under the PPSA and agrees as to any contract between the Supplier and the Customer for the supply of goods governed by these Terms, to the extent permitted by law, to contract out of section 115(1) of the PPSA, except section 115(1)(g), to the intent that the Supplier will preserve its right to seize collateral, and the Customer agrees to waive its rights referred to in section 115(1).
4.7	The Customer agrees to pay the costs, charges and expenses of and incidental to the need for, or desirability of registration of, a financing statement or financing change statement or any action taken by the Supplier to comply with the PPSA or to protect its position under the PPSA.  The Customer agrees to pay any costs incurred by the Supplier, including, but not limited to, legal costs on a solicitor-own client basis, arising from any disputes or negotiations with third parties claiming an interest in any goods supplied by the Supplier.

 

Return of Goods

5.1

To the extent permitted by law:

(a) the Supplier will only accept the return of goods and bear the cost of return freight if the Supplier is legally obliged to repair or replace those goods or the goods were delivered to the Customer as a result of the Supplier’s error, but not otherwise.  If so required by the Supplier, the Customer will return goods to the Supplier’s nominated representative; (b) the Customer will not return goods for repair or replacement until, following receipt of the Customer’s written notice that goods require repair or replacement, the Supplier’s agent has inspected the goods and advised the Customer of an authorisation number which the Customer must quote to the Supplier in all subsequent dealings relating to the relevant goods; and (c) subject to the foregoing, receipt by the Supplier or by any of its agents or representatives of goods returned, will not constitute or be deemed to constitute the Supplier’s acceptance of the return of those goods for any purpose, and those goods will be returned to the Customer at the Customer’s expense.

 

Termination of Supply

6.1	The Supplier may at any time by written notice to the Customer terminate its obligation to supply goods to the Customer upon the happening of any of the following:
	(a) where the Customer is an individual, the Customer becoming bankrupt, and where the Customer is a company, the Customer becoming insolvent, being placed into liquidation, having a voluntary administrator appointed or having a receiver or receiver and manager appointed to any of its property; or (b) any other event occurs or circumstance arises, financial or otherwise, which, in the reasonable opinion of the Supplier, is likely materially and adversely to affect the ability of the Customer to observe any of its payment obligations to the Supplier, 6.2
6.2	and in any such event the Customer shall be deemed to be in breach of its obligation to purchase those goods.

 

Warranty and Limitation of Liability

7.1	To the extent permitted by law and subject to the rest of this clause 7 and clause 8, the Supplier does not provide any warranty or guarantee in relation to its goods or services.  The Supplier is (among other things) a re-supplier of goods manufactured overseas.  Where the manufacturer of goods has provided a warranty in relation to its goods, the Seller will take all reasonable action to pass on the benefits of such warranty to the Customer.
7.2	Provisions of the Competition and Consumer Act 2010 (Cth) (as amended or replaced from time to time) (Act) and other laws in force from time to time in Australia may imply warranties or conditions or impose obligations on the Supplier.  If any such provisions apply then, to the extent permitted by law, the Supplier’s liability shall be limited at the Supplier’s option to the repair or replacement of the relevant goods
7.3	Subject to clause 7.1, the Supplier offers no guarantee or warranty in respect of the goods it supplies to the Customer, and all representations, conditions and warranties of any nature made in relation to the goods are expressly excluded from these Terms and shall not bind the Supplier.
7.4	To the extent permitted by law, where the Supplier becomes liable to the Customer in any manner for any breach of any condition or warranty expressed or implied in relation to the supply of goods or services to the Customer, the Supplier’s liability will be limited, at the Supplier’s sole discretion to either:
	(a) in relation to the supply of goods:   (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; and (b) in relation to the supply of services:   (i) the supplying of the services again; or (ii) the payment of the cost of having the services supplied again.

 

Supplier as Deemed Manufacturer