Terms and Conditions of Sale - MACRO WELD P/L

                                                                                                                        Terms and Conditions of Sale – MACRO WELD P/L

                                                                                                                  Note: Please read these carefully before using our services


Interpretation of Definitions for the purpose of these Terms:

"CCA" means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) and its associated Regulations as amended.

"Agreement" means any agreement for the provision of Goods or services by Macro Weld P/L to the Buyer.

"Consumer" is as defined in the CCA and in determining if the Buyer is a consumer, the determination is made if Buyer is a consumer under the Agreement.

"Goods" means Goods supplied by Macro Weld P/L to the Buyer.

"GST" means the Goods and Services Tax

"PPSA" means the Personal Property Securities Act 2009 and Regulations as amended.

"Buyer" means the person, jointly and severally if more than one, acquiring Goods or services from Macro Weld P/L

"Services" means services supplied by Macro Weld P/L to the Buyer

"Terms" means these Terms and Conditions of Sale

Basis of Agreement

1.1 Unless otherwise agreed by Macro Weld P/L in writing, the Terms apply exclusively to every transaction and cannot be varied or replaced by any other Terms, including the Buyer's terms and conditions of purchase (if any).

1.2 Any quotation provided by Macro Weld P/L to the Buyer for the proposed supply of Goods or services is:

a) valid for 30 days (but subject to exchange rate fluctuations)

b) only valid if in writing; and

1.3 The Terms may include additional terms in Macro Weld P/L’s proposal, which are not inconsistent with the Terms

1.4 An Agreement is accepted by Macro Weld P/L when Macro Weld P/L accepts in writing or electronic means, an offer from the Purchaser or provides the Purchaser with the Goods or services.

1.5 Macro Weld P/L has absolute discretion to refuse to accept any offer.

1.6 The Purchaser must provide Macro Weld P/L with Its specific requirements, if any, in relation to Goods and services

1.7 Macro Weld P/L may vary or amend these Terms by written notice to the Purchaser at any time. Any variations or amendments will apply to orders placed after the notice date.

Price

2.1 Prices quoted for the supply of Goods and services exclude GST and any other taxes or duties imposed on or in relation to the Goods and services.

2.2 The price quoted does not include the cost of any installation, repair or maintenance services to be performed by Macro Weld P/L that may be required from time to time unless clearly indicated within the contract.

2.3 If the Purchaser requests any variation to the Agreement, Macro Weld P/L may increase the price to account for the variation.

2.4 Where there is any change In the costs incurred by Macro Weld P/L in relation to Goods or services, Macro Weld P/L may vary its price to take account of any such change, by notifying the Purchaser.

Payment

3.1 Unless otherwise agreed in writing:

a) a deposit will be paid upon official order placement and will Include GST. Orders are not placed upon Macro Weld P/L Suppliers until the purchaser's deposits are first cleared into Macro Weld’s account

b) balance of payment plus GST (unless written otherwise within the contract) is due prior to Shipping from Macro Weld P/L supplier.

c) payment terms may be changed or amended at Macro Weld P/L’s discretion, taking effect immediately on giving written notice to the Buyer

Payment Default

4.1 If the Purchaser defaults in payment by the due date of any amount payable to Macro Weld P/L, then all money which would become payable by the Purchaser to Macro Weld P/L at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Purchaser, and Macro Weld P/L may, without prejudice to any of its other accrued or contingent rights:

a) charge the Purchaser interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 (Vic) plus 4% for the period from the due date until the date of payment In full

b) charge the Purchaser for, and the Purchaser must indemnify Macro Weld P/L from, all costs and expenses (including without limitation all legal costs and expenses) incurred by it resulting from the default or in taking action to enforce compliance with the Agreement or to recover any Goods

c) cease or suspend supply of any further Goods or services to the Purchaser;

d) by written notice to the Buyer

5.2 Clauses 4.l(c) and 4.l(d) may also be relied upon, at Macro Weld P/L 's option:

a) where the Purchaser is a natural person 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 Purchaser 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 any class of its creditors generally, or has a liquidator, administrator, receiver or manager or similar functionary appointed in respect of its assets, 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 Purchaser.

Technical Documents and information

5.1 The Buyer must not pass on any manuals or technical documents to any other party without Macro Weld P/L’s written agreement.

Safety Standards

6.1 Refer to Macro Weld P/L document “Laser Safety and Protection Information”. This document must be read, understood and signed off by the Buyer before Goods are used. The buyer is fully responsible for the safe use of this equipment and ensuring all employees are aware of the hazards of these Goods.

Title of Goods

7.1 Until Macro Weld P/L receives full payment and clear funds in their bank account, for all the Goods supplied by them to the Buyer, as well as all other amounts owing to Macro Weld P/L by the Buyer:

a) title and property in all Goods remain vested in Macro Weld P/L and do not pass to the Buyer

b) the Purchaser must hold Goods as fiduciary bailee and agent for Macro Weld P/L

c) the Purchaser must keep the Goods insured against theft, breakage, fire flood and any other risks as reasonably required by Macro Weld P/L

d) the Purchaser must keep the Goods separate from its Goods and maintain Macro Weld P/L 's labelling and packaging.

e) the Purchaser must hold the proceeds of sale of the Goods on trust for Macro Weld P/L in a separate account with a bank to whom the Purchaser has not given security however failure to do so will not affect the Purchaser's obligation as trustee

f) in addition to its rights under the PPSA, Macro Weld P/L may without notice, enter any premises where it suspects the Goods are and remove them, notwithstanding that they may have been attached to other Goods not the property of Macro Weld P/L, and for this purpose the Purchaser irrevocably licences Macro Weld P/L to enter such premises and also indemnifies Macro Weld P/L from and against all costs, claims, demands or actions by any party arising from such action.

Personal Properties Securities Act

8.0 Personal Property Securities Act 2009 ("PPSA")
8.1 In this clause financing statement, financing change statement, security agreement, and

security interest has the meaning given to it by the PPSA.
8.2 Upon assenting to these terms and conditions in writing the Buyer acknowledges and

agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account) – being a monetary obligation of the Buyer to Macro Weld P/L for Services – that have previously been supplied and that will be supplied in the future by Macro Weld P/L to the Buyer.
8.3 The Buyer undertakes to:
(a) 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 Macro Weld P/L may reasonably require to;
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 8.3(a)(i) or 8.3(a)(ii);
(b) indemnify, and upon demand reimburse, Macro Weld P/L 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;
(c) not register a financing change statement in respect of a security interest without the prior written consent of Macro Weld P/L;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of Macro Weld P/L;
(e) immediately advise Macro Weld P/L of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
8.4 Macro Weld P/L and the Buyer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
8.5 The Buyer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
8.6 The Buyer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
8.7 Unless otherwise agreed to in writing by Macro Weld P/L, the Buyer waives their right to receive a verification statement in accordance with section 157 of the PPSA.
8.8 The Buyer must unconditionally ratify any actions taken by Macro Weld P/L under clauses 8.3 to 8.5.
8.9 Subject to any express provisions to the contrary (including those contained in this clause 8), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

Risk

9.1 Risk of damage to or loss of the Goods passes to the Buyer on Delivery and the Buyer must insure the Goods on or before Delivery.
9.2 Delivery of the Goods shall be deemed to occur and the Goods shall be at the Buyer's risk:
(a) in the case of transport to the Buyer's specified delivery point; upon the commencement of the unloading of the Goods from the transport vehicle; or
(b) in the case of collection by the Buyer from Macro Weld P/L's premises; upon the commencement of the loading of the Goods onto the Buyer's vehicle; or
(c) in the case of installation; the risk in the Goods passes to the Buyer upon installation.
9.3 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Buyer, Macro Weld P/L is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Macro Weld P/L is sufficient evidence of Macro Weld P/L's rights to receive the insurance proceeds without the need for any person dealing with Macro Weld P/L to make further enquiries.
9.4 If the Buyer requests Macro Weld P/L to leave Goods outside Macro Weld P/L's premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Buyer's sole risk.

Limitation of Liability

10.1 Save where otherwise expressly provided in the Contract, Macro Weld P/L shall not be liable for any claim, loss, damage or expense, whether direct or indirect (including consequential loss or damage) arising out of any:
(a) breach of contract by Macro Weld P/L;
(b) negligence of Macro Weld P/L, its employees or agents; or
(c) act or omission of Macro Weld P/L in connection with the Goods.
10.2 Macro Weld P/L shall not be liable for any defect, damage or other malfunction caused to the Goods by misuse, neglect, accident, vandalism, damage in transit, normal wear and tear, alteration, modification or unusual physical, environmental or electrical stress.
10.3 Without prejudice to any other rights Macro Weld P/L may have against the Buyer, and to the extent permitted by law, the Buyer hereby agrees to indemnify and keep indemnified Macro Weld P/L against any loss, damage or expense (including, without limitation, costs, whether or not the subject of a court order) incurred by it should the Buyer breach the Contract or cancel any order or part thereof for the Goods after entry into the Contract.
10.4 Nothing in the Contract shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Competition and Consumer Act 2010 (CCA), Fair Trading Act or PPSA) and which by law cannot be excluded, restricted or modified

Cancellation of Order

11.1 Without prejudice to any other remedies Macro Weld P/L may have, if at any time the Buyer is in breach of any obligation (including those relating to payment) under these terms and conditions Macro Weld P/L may suspend or terminate the supply of Goods to the Buyer. Macro Weld P/L will not be liable to the Buyer for any loss or damage the Buyer suffers because Macro Weld P/L has exercised its rights under this clause.
11.2 Macro Weld P/L may cancel any contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Buyer. On giving such notice Macro Weld P/L shall repay to the Buyer any money paid by the Buyer for the Goods. Macro Weld P/L shall not be liable for any loss or damage whatsoever arising from such cancellation.
11.3 In the event that the Buyer cancels Delivery of Goods the Buyer shall be liable for any and all loss incurred (whether direct or indirect) by Macro Weld P/L as a direct result of the cancellation (including, but not limited to, any loss of profits).
11.4 Cancellation of orders for Goods made to the Buyer's specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

Shortages and Exchanges

12. l Subject to clauses 12.2 and 12.4, Macro Weld P/L will not be liable for any shortages, damage or non-compliance with the specifications in the Agreement unless the Purchaser notifies Macro Weld P/L with full details and description within 10 days of delivery otherwise the Purchaser is deemed to have accepted the Goods.

12.2 When any shortages, claim for damaged Goods or non-compliance with the Agreement specifications is accepted by Macro Weld P/L , Macro Weld P/L may, at its discretion, replace the Goods, or refund the price of the Goods.

12.3 Subject to clause 12.4, Macro Weld P/L will not under any circumstances accept Goods for return that :

(a) have been specifically produced, imported or acquired to fulfil the Agreement;

(b) are discontinued Goods or no longer stocked by Macro Weld P/L;

(c) have been altered in any way;

(d) have been used; or

(e) are not in their original condition and packaging.

12.4 If the Buyer is a consumer, nothing in this clause 12 limits any remedy available for a failure of the guarantees in Sections 56 and 57 of the CCA

General

13.1 The failure by either party to enforce any provision of these terms and conditions 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 these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
13.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Victoria, the state in which Macro Weld P/L has its principal place of business, and are subject to the jurisdiction of the courts in Victoria .

13.3 Subject to clause 13, Macro Weld P/L shall be under no liability whatsoever to the Buyer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by Macro Weld P/L of these terms and conditions (alternatively Macro Weld P/L's liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).

13.4 Macro Weld P/L may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Buyer's consent.
13.5 The Buyer cannot licence or assign without the written approval of Macro Weld P/L.
13.6 Macro Weld P/L 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 Buyer agrees and understands that they have no authority to give any instruction to any of Macro Weld P/L's sub-contractors without the authority of Macro Weld P/L.
13.7 The Buyer agrees that Macro Weld P/L may amend their general terms and conditions for subsequent future contracts with the Buyer by disclosing such to the Buyer in writing. These changes shall be deemed to take effect from the date on which the Buyer accepts such changes, or otherwise at such time as the Buyer makes a further request for Macro Weld P/L to provide Goods to the Buyer.
13.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
13.9 Both parties warrant that they have the power to enter into 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.