SIS Technologies Pty Ltd T/A Specialised Industrial Systems

TERMS AND CONDITIONS OF TRADE

This Contract is entered into between SIS Technologies Pty Ltd (ACN 009 254 040) (Sis Tec) and you, the person or entity identified in the invoice or credit application form attached to this Contract (Customer), together the Parties and each a Party.

1. Definitions

1.1 "Business Day" means a day on which banks are open for general banking business in Perth, Western Australia, excluding Saturdays, Sundays and public holidays.

1.2 "Cancellation Fee Schedule" means the document that we provide to you from time to time setting out the fees that may be payable where you cancel an order made under this Contract.

1.3 "Confidential Information" means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either Party's intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, Contracts, client information (including but not limited to, "Personal Information" such as: name, address, D.O.B, occupation, driver's license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.

1.4 "Consequential Loss" includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

However, the Parties agree that the Customer's obligation to pay SIS Tec the Price under this Contract will not constitute "Consequential Loss".

1.5 "Contract" means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.

1.6 "Cookies" means small files which are stored on a user's computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website and can be accessed either by the web server or the client's computer. If the Customer does not wish to allow Cookies to operate in the background when using SIS Tec's website, then the Customer shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.

1.7 "Customer" means the person/s, entities or any person acting on behalf of and with the authority of the Customer requesting SIS Tec to provide the Services as specified in any credit application form, proposal, quotation, order, invoice, or other documentation, and:

  1. if there is more than one Customer, is a reference to each Customer jointly and severally; and
  2. if the Customer is a partnership, it shall bind each partner jointly and severally; and
  3. if the Customer is on behalf of or part of, a Trust, shall be bound in its own capacity as a trustee; and
  4. includes the Customer's executors, administrators, successors, and permitted assigns.

1.8 "Goods" means all Goods or Services supplied by SIS Tec to the Customer at the Customer's request from time to time (where the context so permits the terms 'Goods' or 'Services' shall be interchangeable for the other).

1.9 "GST" means Goods and Services Tax as defined within the "A New Tax System (Goods and Services Tax) Act 1999" (Cth).

1.10 "Liability" means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Contract or otherwise.

1.11 "Price" means the Price payable (plus any GST where applicable) for the Goods as agreed between SIS Tec and the Customer in accordance with clause 6 below.

1.12 "SIS Tec" means SIS Technologies Pty Ltd T/A Specialised Industrial Systems, its successors and assigns or any person acting on behalf of and with the authority of SIS Technologies Pty Ltd T/A Specialised Industrial Systems.

2. Acceptance

2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by this Contract if the Customer places an order for or accepts delivery of the Goods.

2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the Parties have entered into, the terms of this Contract shall prevail.

2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both Parties.

2.4 The Customer acknowledges that the supply of Goods on credit shall not take effect until the Customer has completed a credit application with SIS Tec and it has been approved with a credit limit established for the account.

2.5 In the event that the supply of Goods requested exceeds the Customer's credit limit and/or the account exceeds the payment terms, SIS Tec reserves the right to refuse delivery.

2.6 Electronic signatures shall be deemed to be accepted by either Party providing that the Parties have complied with Section 10 of the Electronic Transactions Act 2011 (WA) or any other applicable provisions of that Act or any Regulations referred to in that Act.

3. Authorised Representatives

3.1 Unless otherwise limited as per clause 3.2 the Customer agrees that should the Customer introduce any third party to SIS Tec as the Customer's duly authorised representative, that once introduced that person shall have the full authority of the Customer to order any Goods or Services on the Customer's behalf and/or to request any variation to the Goods or Services on the Customer's behalf (such authority to continue until all requested Services have been completed or the Customer otherwise notifies SIS Tec in writing that said person is no longer the Customer's duly authorised representative).

3.2 In the event that the Customer's duly authorised representative as per clause 3.1 is to have only limited authority to act on the Customer's behalf then the Customer must specifically and clearly advise SIS Tec in writing of the parameters of the limited authority granted to their representative.

3.3 The Customer specifically acknowledges and accepts that they will be solely liable to SIS Tec for all additional costs incurred by SIS Tec (including SIS Tec's profit margin) in providing any Goods, Services or variation/s requested by the Customer's duly authorised representative (subject always to the limitations imposed under clause 3.2 (if any)).

4. Errors and Omissions

4.1 In circumstances where the Customer is required to place an order for Goods, in writing, or otherwise as permitted by these terms and conditions, the Customer is responsible for supplying correct order information such as, without limitation, measurements and quantity, when placing an order for Goods (whether they are made to order Goods or not) (Customer Error). The Customer must pay for all Goods it orders from SIS Tec notwithstanding that such Goods suffer from a Customer Error and notwithstanding that the Customer has not taken or refuses to take Delivery of such Goods. SIS Tec is entitled to, at its absolute discretion to waive its right under this subclause in relation to Customer Errors.

5. Change in Control

5.1 The Customer shall give SIS Tec not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer's details (including but not limited to, changes in the Customer's name, address, contact phone or fax number/s, change of trustees, or business practice). The Customer shall be liable for any loss incurred by SIS Tec as a result of the Customer's failure to comply with this clause.

6. Price and Payment

6.1 In consideration for SIS tec providing the Goods, the Customer agrees to pay SIS Tec all amounts due under this Contract in accordance with the invoice provided to the Customer.

6.2 At SIS Tec's sole discretion, the Price shall be either:

  1. as indicated on any invoice provided by SIS Tec to the Customer; or
  2. SIS Tec's quoted Price (subject to clause 6.3) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

6.3 SIS Tec reserves the right to change the Price:

  1. if a variation to the Goods which are to be supplied is requested (including any changes to specifications or quantities); or
  2. to reflect any increases to SIS Tec in the cost of performing the carriage of the Goods, which are beyond the reasonable control of SIS Tec (including, without limitation, increases in the cost of labour, materials, foreign exchange fluctuations, or increases in taxes or customs duties or insurance premiums, warehousing costs, provisions of any Acts, By-Laws, Order or Regulations of any parliament, municipality or local authority enacted after the date of contract between the Customer and SIS Tec, and other manufacturing costs, etc.).

6.4 Variations will be charged for on the basis of SIS Tec's quotation, and will be detailed in writing, and shown as variations on SIS Tec's invoice or otherwise as reasonably agreed between the Parties. If SIS Tec considers that any instructions or directions from the Customer constitutes a variation to SIS Tec's obligations under this Contract, then SIS Tec will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause. If SIS Tec issues a variation, the Customer shall be required to respond to any variation submitted by SIS Tec within ten (10) working days. Failure to do so will entitle SIS Tec to add the cost of the variation to the Price. Goods and be displayed in an invoice. The deposit shall become immediately due and payable. Payment for all variations must be made in full at the time of their completion.

6.5 At SIS Tec's sole discretion, a non-refundable deposit may be required. The deposit amount or percentage of the Price will be stipulated at the time of the order of the.

6.6 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by SIS Tec, which may be:

  1. on delivery of the Goods;
  2. by way of instalments/progress payments in accordance with SIS Tec's payment schedule;
  3. thirty (30) days following the end of the month in which a statement is posted to the Customer's address or address for notices;
  4. the date specified on any invoice or other form as being the date for payment; or
  5. failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by SIS Tec.

6.7 Payment may be made by cash on delivery, electronic/on-line banking, or by any other method as agreed to between the Customer and SIS Tec.

6.8 SIS Tec may in its discretion allocate any payment received from the Customer towards any invoice that SIS Tec determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer SIS Tec may re-allocate any payments previously received and allocated. In the absence of any payment allocation by SIS Tec, payment will be deemed to be allocated in such manner as preserves the maximum value of SIS Tec's Purchase Money Security Interest (as defined in the PPSA) in the Goods.

6.9 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by SIS Tec nor to withhold payment of any invoice because part of that invoice is in dispute. Once in receipt of an invoice for payment, if any part of the invoice is in dispute, then the Customer must pay the undisputed amount and notify SIS Tec in writing within three (3) Business Days, of the basis for disputing the remaining balance of the invoice. The Parties will negotiate (in good faith) to resolve the dispute. If the dispute cannot be resolved by the Parties within 5 Business Days the dispute will be resolved in accordance with clause 24.1. No credit shall be passed for refund until the dispute is completed. Failure to make payment may result in SIS Tec placing the Customer's account into default and subject to default interest in accordance with clause 17.1.

6.10 Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to SIS Tec an amount equal to any GST SIS Tec must pay for any supply by SIS Tec under this or any other agreement for the sale of the Goods. The Customer must pay GST, without deduction or set-off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes may be applicable in addition to the Price except where they are expressly included in the Price.

7. Delivery of Goods

7.1 Delivery of the Goods is taken to occur at the time that:

  1. the Customer or the Customer's nominated carrier takes possession of the Goods at SIS Tec's address; or SIS Tec (or SIS Tec's nominated carrier) delivers the Goods to the Customer's nominated address even if the Customer is not present at the address, (Delivery).

7.2 At SIS Tec's sole discretion, the cost of Delivery is in addition to the Price.

7.3 SIS Tec may deliver the Goods in separate installments. Each separate instalment shall be invoiced and paid in accordance with the provisions of this Contract.

7.4 The Customer must take Delivery by receipt or collection of the Goods whenever they are tendered for Delivery.

7.5 Any time specified by SIS Tec for Delivery of the Goods is an estimate only and SIS Tec will not be liable for any loss or damage incurred by the Customer because of Delivery being late. However, both Parties agree that they shall make every endeavour to enable the Goods to be delivered at the time and place as was arranged between both Parties. If SIS Tec is unable to supply the Goods as agreed solely due to any action or inaction of the Customer, then SIS Tec shall be entitled to charge a reasonable fee for redelivery and/or storage.

8. Goods On Consignment

8.1 Where Goods are supplied on consignment the following provisions apply specifically to those Goods:

  1. the Goods shall be at the Customer's risk from the time of Delivery and the Customer shall be responsible for insuring the Goods;
  2. the Customer may retain possession of the Goods until the Customer sells them or SIS Tec requires re-delivery of them to SIS Tec, whichever first occurs;
  3. if SIS Tec requires re-delivery of the Goods such re-delivery shall be at the Customer's cost; and
  4. the Customer shall notify SIS Tec on a fortnightly basis of all consignment Goods sold during that fortnightly period and shall within thirty (30) days of that fortnightly advice pay SIS Tec for the Goods sold unless otherwise agreed.
9. Risk

9.1 Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.

9.2 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, SIS Tec is entitled to receive all insurance proceeds payable for the Goods. The production of this Contract by SIS Tec is sufficient evidence of SIS Tec's rights to receive the insurance proceeds without the need for any person dealing with SIS Tec to make further enquiries.

9.3 If the Customer requests SIS Tec to leave Goods outside SIS Tec's premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Customer's sole risk.

10. Product Specifications

10.1 The Customer acknowledges that:

  1. all descriptive specifications, illustrations, drawings, data, dimensions, ratings, and weights stated in SIS Tec's or manufacturer's fact sheets, price lists or advertising material, are approximate only and are given by way of identification only. The Customer shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the contract, unless expressly stated as such in writing by SIS Tec; and
  2. while SIS Tec may have provided information or figures to the Customer regarding the performance of the Goods, the Customer acknowledges that SIS Tec has given these in good faith and are estimates based on industry prescribed estimates under optimal operating conditions.
11. Compliance with Laws

11.1 The Customer and SIS Tec shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services.

Modern Slavery

11.2 For the purposes of clauses 11.2 to 11.7:

  1. "Act" means the Modern Slavery Act 2018 (Cth); and
  2. "Modern Slavery", "Modern Slavery Statement" and "Reporting Entity" have the meanings given by the Act.

11.3 If the Customer is a Reporting Entity, it shall comply with all of its obligations under the Act.

11.4 Whether the Customer is a Reporting Entity or not, the Customer shall:

  1. use reasonable endeavours to identify, assess and address risks of Modern Slavery practices in its operations and supply chains;
  2. use its reasonable endeavours to ensure that the personnel responsible for managing the operations and supply chains used for the purposes of the Contract have undertaken suitable training to identify and report Modern Slavery;
  3. use its reasonable endeavours to ensure that if at any time the Customer becomes aware of Modern Slavery practices in its operations and supply chains, the Customer must as soon as reasonably practicable take all reasonable steps to address or remove these practices;
  4. provide to SIS Tec a copy of any Modern Slavery Statement that it submits under the Act within seven (7) days of so doing; and
  5. within seven (7) days of SIS Tec's request (or such longer period as SIS Tec agrees), provide to SIS Tec any information or assistance reasonable requested by SIS Tec;
    1. concerning the Customer's compliance with the Act;
    2. concerning the Customer's operations and supply chains;
    3. to enable SIS Tec to prepare a Modern Slavery Statement or otherwise comply with the Act; or
    4. to enable SIS Tec to assess and address risks of Modern Slavery practices in its operations and supply chains.

11.5 The Parties agree that in the circumstances a breach arises pursuant to this clause or the terms of the Act, the Parties will try and resolve the breach by way of remediation and SIS Tec (acting reasonably) will be able to terminate the Contract for any breach by the Customer.

11.6 The Customer warrants that any information supplied to SIS Tec is true and accurate and may be relied upon for the purposes of the Act.

11.7 The Customer shall indemnify SIS Tec against any loss or liability suffered by SIS Tec as a result of the Customer's breach of this clause 11.

12. Title

12.1 SIS Tec and the Customer agree that ownership of the Goods shall not pass until:

  1. the Customer has paid SIS Tec all amounts owing to SIS Tec; and
  2. the Customer has met all of its other obligations to SIS Tec.

12.2 Receipt by SIS Tec of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

12.3 It is further agreed that, until ownership of the Goods passes to the Customer in accordance with clause 12.1:

  1. the Customer is only a bailee of the Goods and must return the Goods to SIS Tec on request;
  2. the Customer holds the benefit of the Customer's insurance of the Goods on trust for SIS Tec and must pay to SIS Tec the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
  3. the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for SIS Tec and must pay or deliver the proceeds to SIS Tec on demand;
  4. the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of SIS Tec and must sell, dispose of or return the resulting product to SIS Tec as it so directs;
  5. the Customer irrevocably authorises SIS Tec to enter any premises where SIS Tec believes the Goods are kept and recover possession of the Goods;
  6. SIS Tec may recover possession of any Goods in transit whether or not Delivery has occurred;
  7. the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of SIS Tec; and
  8. SIS Tec may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.
13. Personal Property Securities Act 2009

13.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the Personal Property Securities Act 2009 (Cth) (PPSA).

13.2 Upon assenting to this Contract in writing the Customer acknowledges and agrees that this Contract constitutes a security agreement for the purposes of the PPSA and creates a security interest in all Goods that have previously been supplied and that will be supplied in the future by SIS Tec to the Customer, and the proceeds from such Goods.

13.3 The Customer undertakes to:

  1. promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up to-date in all respects) which SIS Tec may reasonably require to;
    1. register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
    2. register any other document required to be registered by the PPSA; or
    3. correct a defect in a statement referred to in clause 13.3(a)(i) or 13.3(a)(ii);
  2. indemnify, and upon demand reimburse, SIS Tec for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
  3. not register a financing change statement in respect of a security interest without the prior written consent of SIS Tec;
  4. not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods or the proceeds of such Goods in favour of a third party without the prior written consent of SIS Tec; and
  5. immediately advise SIS Tec of any material change in its business practices of selling the Goods which would result in a change in proceeds derived from such sales.

13.4 SIS Tec and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by this Contract.

13.5 The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.

13.6 The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.

13.7 Unless otherwise agreed to in writing by SIS Tec, the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.

13.8 The Customer must unconditionally ratify any actions taken by SIS Tec under clauses 13.3 to 13.5.

13.9 Subject to any express provisions to the contrary (including those contained in this clause 13), nothing in this Contract is intended to have the effect of contracting out of any of the provisions of the PPSA.

14. Security and Charge

14.1 In consideration of SIS Tec agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, and the Customer grants a security interest in all of its present and after-acquired property for the purposes of, including but not limited to registering SIS Tec's security interest over the Customer on the PPSA, to secure the performance by the Customer of its obligations under this Contract (including, but not limited to, the payment of any money).

14.2 The Customer indemnifies SIS Tec from and against all SIS Tec's costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising SIS Tec's rights under this clause.

14.3 The Customer irrevocably appoints SIS Tec and each director of SIS Tec as the Customer's true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 14 including, but not limited to, signing any document on the Customer's behalf.

15. Defects, Warranties and Returns, Competition and Consumer Act 2010

15.1 The Customer must inspect the Goods on Delivery and must within seven (7) days of Delivery notify SIS Tec in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Customer must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification the Customer must allow SIS Tec to inspect the Goods.

15.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the Competition and Consumer Act 2010 (Cth) (CCA)), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into this Contract (Non-Excluded Guarantees).

15.3 SIS Tec acknowledges that nothing in this Contract purports to modify or exclude the Non-Excluded Guarantees.

15.4 Except as expressly set out in this Contract or in respect of the Non-Excluded Guarantees, SIS Tec makes no warranties or other representations under this Contract including but not limited to the quality or suitability of the Goods. SIS Tec's liability in respect of these warranties is limited to the fullest extent permitted by law.

15.5 If the Customer is a consumer within the meaning of the CCA, SIS Tec's liability is limited to the extent permitted by section 64A of Schedule 2.

15.6 If SIS Tec is required to replace the Goods under this clause or the CCA, but is unable to do so, SIS Tec may refund any money the Customer has paid for the Goods.

15.7 If the Customer is not a consumer within the meaning of the CCA, SIS Tec's liability for any defect or damage in the Goods is:

  1. limited to the value of any express warranty or warranty card provided to the Customer by SIS Tec at SIS Tec's sole discretion; or
  2. limited to any warranty to which SIS Tec is entitled, if SIS Tec did not manufacture the Goods.

15.8 Subject to this clause 15, returns will only be accepted provided that:

  1. the Customer has complied with the provisions of clause 15.1;
  2. SIS Tec has agreed that the Goods are defective;
  3. the Goods are returned within a reasonable time at the Customer's cost (if that cost is not significant); and
  4. the Goods are returned in as close a condition to that in which they were delivered as is possible.

15.9 Notwithstanding clauses 15.1 to 15.8 but subject to the CCA, SIS Tec shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

  1. the Customer failing to properly maintain or store any Goods;
  2. the Customer using the Goods for any purpose other than that for which they were designed;
  3. the Customer continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
  4. the Customer failing to follow any instructions or guidelines provided by SIS Tec; and
  5. fair wear and tear, any accident, or act of God.

15.10 SIS Tec may in its absolute discretion accept non-defective Goods for return in which case SIS Tec may require the Customer to pay any handling fees of of the returned Goods plus any freight costs.

15.11 Notwithstanding anything contained in this clause if SIS Tec is required by a law to accept a return, then SIS Tec will only accept a return on the conditions imposed by that law.

16. Intellectual Property

16.1 Where SIS Tec has designed, drawn, or developed Goods for the Customer, then the copyright in any designs and drawings and documents shall remain the property of SIS Tec. Under no circumstances may such designs, drawings and documents be used without the express written approval of SIS Tec.

16.2 The Customer warrants that all designs, specifications, or instructions given to SIS Tec will not cause SIS Tec to infringe any patent, registered design, or trademark in the execution of the Customer's order and the Customer agrees to indemnify SIS Tec against any action taken by a third party against SIS Tec in respect of any such infringement.

16.3 The Customer agrees that SIS Tec may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, or Goods which SIS Tec has created for the Customer.

17. Default and Consequences of Default

17.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2%) per calendar month (and at SIS Tec's sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

17.2 If the Customer owes SIS Tec any money, the Customer shall indemnify SIS Tec from and against all costs and disbursements:

  1. incurred; and/or
  2. which would be incurred and/or

in regard to legal costs on a solicitor and own client basis, internal administration fees, SIS Tec's Contract fees owing for breach of this Contract', including, but not limited to, contract default fees and/or recovery costs (if applicable), as well as bank dishonour fees.

17.3 Further to any other rights or remedies SIS Tec may have under this Contract, if a Customer has made payment to SIS Tec, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by SIS Tec under this clause 17 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer's obligations under this Contract.

17.4 Without prejudice to SIS Tec's other remedies at law SIS Tec shall be entitled, after a period of five (5) Business Days from the relevant due date, to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to SIS Tec shall, whether or not due for payment, become immediately payable if:

  1. any money payable to SIS Tec becomes overdue, or in SIS Tec's opinion the Customer will be unable to make a payment when it falls due;
  2. the Customer has exceeded any applicable credit limit provided by SIS Tec;
  3. the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
  4. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
18. Cancellation

18.1 Without prejudice to any other remedies SIS Tec may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under this Contract SIS Tec may suspend or terminate the supply of Goods to the Customer. SIS Tec will not be liable to the Customer for any loss or damage the Customer suffers because SIS Tec has exercised its rights under this clause.

18.2 SIS Tec may cancel any Contract to which this Contract applies or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice SIS Tec shall repay to the Customer any money paid by the Customer for the Goods. SIS Tec shall not be liable for any loss or damage whatsoever arising from such cancellation.

18.3 The Customer agrees and acknowledges that if the Customer cancels an order for stocklist Goods, then:

  1. SIS Tec may charge the Customer a cancellation fee, calculated according to our Cancellation Fee Schedule, which will be calculated and provided to you at the time you provide notice of cancellation to us (Cancellation Fee); and
  2. any Cancellation Fee charged is a genuine pre-estimate of SIS Tec's losses by reason of the cancellation.

18.4 Cancellation of orders for Goods made to the Customer's specifications, or for non-stocklist items, will not be accepted once production has commenced, or an order has been placed.

19. Privacy

19.1 You acknowledge and agree that any 'personal information' (as that term is defined in the Privacy Act 1988 (Cth)) you provide to us will be handled in accordance with our privacy policy, available on our website or upon request.

20. Unpaid Seller's Rights

20.1 Where the Customer has left any item with SIS Tec for repair, modification, exchange or for SIS Tec to perform any other service in relation to the item and SIS Tec has not received or been tendered the whole of any monies owing to it by the Customer, SIS Tec shall have, until all monies owing to SIS Tec are paid:

  1. a lien on the item; and
  2. the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected goods.

The lien of SIS Tec shall continue despite the commencement of proceedings, or judgment for any monies owing to SIS Tec having been obtained against the Customer.

21. Service of Notices

21.1 Any written notice given under this Contract shall be deemed to have been given and received:

  1. by sending it by registered post to the address of the other Party as stated in this Contract; or
  2. if sent by email to the other Party's last known email address.

21.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

22. Trusts

22.1 If the Customer at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (Trust) then whether or not SIS Tec may have notice of the Trust, the Customer covenants with SIS Tec as follows:

  1. the Contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund;
  2. the Customer has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Customer against the Trust or the trust fund. The Customer will not release the right of indemnity or commit any breach of trust or be a Party to any other action which might prejudice that right of indemnity;
  3. the Customer will not without consent in writing of SIS Tec (SIS Tec will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
    1. the removal, replacement or retirement of the Customer as trustee of the Trust;
    2. any alteration to or variation of the terms of the Trust;
    3. any advancement or distribution of capital of the Trust; or
    4. any resettlement of the trust property.
23. Liability

23.1 Despite anything to the contrary but subject to clause 15, to the maximum extent permitted by law:

  1. neither Party will be liable for Consequential Loss;
  2. a Party's liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its personnel), including any failure by that other Party to mitigate its loss; and
  3. SIS Tec's aggregate liability for any Liability arising from or in connection with this Contract will be limited to the Price paid by the Customer to SIS Tec in respect of the supply of the relevant Goods to which the Liability relates.
24. General

24.1 Any dispute or difference arising as to the interpretation of this Contract or as to any matter arising herein, shall be submitted to, and settled by, mediation before resorting to any external dispute resolution mechanisms (including arbitration or court proceedings) by notifying the other Party in writing setting out the reason for the dispute. The Parties shall share equally the mediator's fees. Should mediation fail to resolve the dispute, the Parties shall be free to pursue other dispute resolution avenues.

24.2 The failure by either Party to enforce any provision of this Contract shall not be treated as a waiver of that provision, nor shall it affect that Party's right to subsequently enforce that provision. If any provision of this Contract shall be invalid, void, illegal or unenforceable the validity, existence, legality, and enforceability of the remaining provisions shall not be affected, prejudiced, or impaired.

24.3 This Contract shall be governed by the laws of Western Australia and are subject to the jurisdiction of the courts in Perth, Western Australia.

24.4 Subject to clause 15, this Contract contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Contract, and this Contract supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

24.5 SIS Tec may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Customer's consent.

24.6 The Customer cannot licence or assign without the written approval of SIS Tec.

24.7 SIS Tec may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of SIS Tec's sub-contractors without the authority of SIS Tec.

24.8 Neither Party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc, or other event beyond the reasonable control of either Party. This clause does not apply to a failure by the Customer to make a payment to SIS Tec.

24.9 Both Parties warrant that they have the power to enter this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.

24.10 The rights and obligations of the Parties will not merge on completion of any transaction under this Contract, and they will survive the execution and Delivery of any assignment or other document entered, for the purpose of, implementing any transaction under this Contract.