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SCS FILTRATION PTY LTD - CONDITIONS OF TRADE
1. Definitions
1.1 "Vendor" shall mean SCS Filtration Pty. Ltd. ACN 008 996 558 and ABN 96 008 996 558, whose registered office is
situated at Unit 22/7-9 Mirra Court, Bundoora Vic 3083.
1.2 "Goods" shall mean all or any of the goods or materials which from time to time the Vendor contracts to supply.
1.3 "Services" shall mean all or any of the services which from time to time the Vendor contracts to supply.
1.4 "Purchaser" means the person, firm, company or other corporation who places an order with the Vendor or otherwise
contracts with the Vendor for any of the Goods or Services.
1.5 "Insolvency Event" shall mean all or any of the events that any distress or execution shall be levied upon any goods of
the Purchaser or if the Purchaser offers to make any arrangement with its creditors or commits any act of bankruptcy or
if a petition in bankruptcy be presented against the Purchaser or if any resolution or petition to wind up the Purchaser
(other than for the purpose of amalgamation or reconstruction without insolvency) shall be presented or passed or if the
Purchaser is placed under administration or if a receiver or manager shall be appointed over the whole or any part of
the Purchaser's business or if the Vendor has any genuine reasons to believe the Purchaser is insolvent.
2. Application
2.1 These conditions shall apply to all contracts, whether written, oral or implied for the supply of Goods or Services.
2.2 Any conditions of purchase or other terms provided by the Purchaser shall be of no effect whatsoever nor shall any
variation or alteration of these conditions be of any effect unless made in writing and signed by or on behalf of the
Vendor by a duly authorised signatory of the Vendor.
2.3 No binding contract shall be created by the placing of an order by the Purchaser unless and until the Vendor's written
acknowledgement of the order shall have been posted or delivered which acknowledgement will be deemed to repeat these
conditions. Alternatively, in the event that no such acknowledgement is sent, at the time of acceptance of any order for
the Goods or Services by the Vendor a binding contract will be created subject to these conditions.
3. Quotations
Any quotation in whatever form given to the Purchaser is given subject to these conditions as an invitation to treat and
does not constitute an offer to sell. The Vendor will not accept any obligation in respect of any quotation dated over
thirty (30) days unless otherwise indicated in writing.
4. Prices
4.1 Subject to anything to the contrary contained in any quotation issued by the Vendor, prices for the Goods or Services
are as referred to in the Vendor's price list current at the time of delivery and unless otherwise stated, are exclusive
of GST and any other similar tax.
4.2 The Purchaser shall have no right of set-off whether statutory or otherwise.
4.3 Unless otherwise expressly stated in writing by the Vendor, prices are exclusive of carriage, handling, packaging and
any insurance charges.
4.4 Unless otherwise expressly stated in writing by the Vendor, all prices payable must be settled in Australian dollars.
5. Payment and Default by Purchaser
5.1 Subject to sub-clauses 5.2 and 5.3, the Purchaser shall pay the Vendor in full for the Goods or Services (as the case
may be) within thirty (30) days of the date of the invoice.
5.2 In the event that the Purchaser fails to make payment by the due date or otherwise commits a breach of these conditions
or if an Insolvency Event occurs, the Vendor may in its absolute discretion and without prejudice to any other rights
which it may have:-
5.2.1 suspend all future deliveries or supplies to the Purchaser under the contract in question or under any other
contracts and/or terminate all or any part of such contract(s) without liability upon its part.
5.2.2 require payment in advance for any future deliveries.
5.2.3 (in the case of non-payment on or before the due date or on demand as mentioned in sub-clause 5.3 below) charge
interest on the amount due on a day to day basis at the rate of 1.5% per month compounded annually from the time
of delivery or date of invoice whichever is the earlier until the date of actual payment, whether before or after
judgement.
5.3 Without prejudice to any other rights the Vendor may have by virtue of paragraph 5.2 the Vendor may demand immediate
payment of all sums whether or not due in the event that the Purchaser is the subject of an Insolvency Event.
6. Delivery and Collection
6.1 Subject to the provision of clauses 4.3 and 7; the Vendor may arrange delivery to the Purchaser's premises at the
Purchaser's request. In all other circumstances collection or delivery of Goods or goods upon which Services have been
rendered will be made at the Vendor's premises at which the Goods are made or Services rendered.
6.2 When delivery or collection takes place at the Purchaser's premises it will be the Purchaser's responsibility to ensure
delivery or collection can take place at the time and place specified or otherwise agreed. The Purchaser shall indemnify
the Vendor against any loss or expense incurred as a result of a breach of these obligations. Without prejudice to the
foregoing, if the Vendor or its agents or employees agree to assist in the loading or unloading (as the case may be)
then the Vendor will not be liable for any loss or damage howsoever arising through any act, omission or negligence of
any of its agents or employees.
6.3 Although given in good faith delivery times for the supply of the Goods or the Services specified by the Vendor in its
quotation or otherwise are intended as estimates only and are not therefore to be treated as being of the essence of the
contract or binding on the Vendor. The Vendor will not be liable to the Purchaser for any loss or damage (direct or
indirect) occasioned by its failure (whether as a result of its negligence or otherwise) to deliver the Goods or the
Services by the date or within the time stated and in no case shall delay be a ground for rejecting the same.
6.4 The right to deliver the Goods or Services in parts is expressly reserved by the Vendor and these conditions shall apply
to any such part or parts mutatis mutandis.
6.5 Subject to clause 10 and to the extent permitted by law. In the case of the alleged shortage in or damage to or defect in
the Goods or goods upon which Services have been rendered:-
6.5.1 the Purchaser agrees to notify the Vendor in writing of any claim in respect thereof within seven days of its
receipt by the Purchaser in the case of shortage or damage or in the case of a defect within twenty eight days of
the defect becoming apparent together with written evidence in support of such claim in relation to the date of
receipt; and
6.5.2 the Purchaser agrees to allow the Vendor a reasonable opportunity to inspect any such goods before any use is
made of them or alteration is made thereto and to keep them in good order and store them so as to prevent any
damage arising.
6.5.3 Subject to clause 10 and to the extent permitted by law. The Purchaser shall have no claim against the Vendor for
shortage, damage or defects unless the requirements as to notification set out in this sub-clause 6.5.1, .2 and
.3 are strictly complied with by the Purchaser.
6.6 In the event that the Purchaser is responsible for collecting the Goods or any goods upon which Services have been
rendered and such collection does not occur within seven days of the Purchaser having been informed that such goods are
ready for collection, the Vendor may charge the Purchaser for storage of any such goods until collection occurs in
addition to the price for the Goods or Services.
7. Risk
7.1 The liability for Goods or goods upon which Services have been rendered shall pass to the Purchaser at the time they are
collected at the Vendor's works prior to loading or where the Vendor arranges delivery liability shall pass when the
carrier collects the Goods or goods upon which Services have been rendered at the Vendor's premises prior to loading.
7.2 Without prejudice to the provisions of clause 7.1, in the event of any loss or damage to the Goods or goods upon which
services have been rendered whilst in the possession of the carrier, the Vendor shall take all reasonable steps, at the
Purchaser's expense, to assist the Purchaser pursue any available claim against the carrier.
8. Cancellation
The Vendor shall be under no obligation whatsoever to accept any cancellation of an order once accepted. However, if the
Vendor at its complete discretion agrees to accept any such cancellation or return, it may levy such charges as it, in
its absolute discretion, sees fit.
9. Title
9.1 The provisions of this clause shall apply until such time as the price of the Goods and/or Services has been paid in full
or until payment has been made of all other sums owing to the Vendor at the date of this contract on any account
whatsoever or howsoever arising whichever occurrence shall be the later.
9.2 The property of the Goods shall remain with the Vendor and the Purchaser shall hold the Goods as fiduciary agent and
bailee for the Vendor.
9.3 The Purchaser shall store the Goods separately from any other goods in such a manner that they can be identified as the
property of the Vendor and shall ensure that the Goods are not incorporated in or mixed in or used as part of other
goods.
9.4 Subject to sub-clauses 9.3, 9.5 and 9.6, the Purchaser shall be at liberty to sell or use the Goods in the ordinary
course of its business as agent for the Vendor and the Vendor grants the Purchaser a licence for this purpose. The
purchaser shall not however represent to any third parties that it is in any way acting for the Vendor and the Vendor
will not be bound by or liable under any contracts or arrangements with third parties for the disposal of the Goods by
the Purchaser, who will be solely responsible for any and all such liability.
9.5 The purchaser shall account to the Vendor for the proceeds of any sale of the Goods and until such account is made, the
Purchaser will hold the proceeds of sale upon trust for the Vendor. The Purchaser shall ensure any monies received for
the Goods are not mixed with other monies or paid into any overdrawn bank account.
9.6 The power of sale given to the Purchaser by sub-clause 9.4 above will automatically terminate if the Purchaser is the
subject of an Insolvency Event. An Insolvency Event shall be deemed to be a fundamental breach of contract. Further, the
Vendor may terminate the said power of sale at any time by written notice if the Purchaser is in default of payment of
any sum due to the Vendor.
9.7 At any time after termination pursuant to 9.6 above the Vendor may repossess the Goods and the Purchaser hereby grants to
the Vendor an irrevocable licence to enter upon any premises of the Purchaser for the purpose of so doing.
9.8 The Vendor shall be entitled to appropriate any payment made by the Purchaser in settlement of such invoices or accounts
as the Vendor in its absolute discretion thinks fit notwithstanding any proposal to the contrary by the Purchaser.
9.9 Each of the foregoing sub-clauses shall, so far as the context permits, be read and construed independently of the other
sub-clauses so that if one or more of them shall be held to be invalid this shall not affect the validity of the
remaining sub clause.
10. Guarantee
10.1 Subject to the limitations contained in clause 10.3 and 11 below, the Vendor agrees that, any defects which under proper
use appear in the Goods within a period of 12 months of the Goods having been first used or within 15 months of delivery
whichever shall be the sooner and are due to faulty materials or workmanship shall be made good by the Vendor either by
repair or at the Vendor’s option by replacement provided that the Purchaser complies with its obligations under clause
6.5 above.
10.2 Subject to the limitations which appear in clause 10.3 and 11 below, the Vendor agrees that, any defects which under
proper use appear in goods upon which Services have been rendered within a period of 12 months of delivery and are due to
faulty workmanship, shall be made good by the Vendor by the provision of further Services on the goods originally
supplied by the Purchaser provided the Purchaser complies with its obligations under clause 6.5 herein.
10.3 The Purchaser should note that the Goods contain disposable or replaceable parts including filter elements which will
need replacing from time to time according to use. The life of any such parts and in particular any filter elements will
depend on a large number of variable conditions and no guarantee can be given for their life.
11. Limitation of Liability and Indemnity
11.1 All warranties, conditions, liabilities or representations as to the quality or fitness of the Goods or Services the
correctness of information, advice or other services concerning the Goods or Services or otherwise (other than any rights
which by law cannot be excluded, restricted or modified) are expressly excluded.
11.2 To the extent permitted by law, the liability of the Vendor, its employees or agents for a breach of any of the non-
excludable rights referred to in clause 10.1 or any express warranty is limited at the Vendors option to:
11.2.1 in the case of Goods, any one or more of the following:
(a)the replacement of the Goods or the supply of equivalent goods;
(b)the repair of the Goods;
(c)the payment of the costs of replacing the Goods or of acquiring equivalent Goods; or
(d)the payment of the costs of having the Goods repaired; and
11.2.2 in the case of Services;
(a)the supplying of the Services again; or
(b)the payment of the cost of having the Services supplied again.
11.3 Subject to clause 10.1 and 10.2 the Vendor shall not be liable for any loss or damage (including any consequential loss
or damage) of any kind howsoever arising even if due to the negligence of the Vendor, its employees or agents.
11.4 In no circumstances, shall the Vendor be liable for any economic loss or damage suffered by the Purchaser howsoever
caused and whether foreseeable or contemplatible which, for the avoidance of doubt, shall be taken as including any loss
of profits, business revenue, goodwill, anticipated saving, overhead and labour costs.
11.5 The Vendor’s prices are determined on the basis of the limits of liability set out in this clause. In the event that the
Purchaser requires the Vendor to accept a higher limit of liability, the Purchaser shall give written notice of this
whereupon the Vendor will accept such liability providing insurance can be obtained against that higher level of
liability and providing the cost of such insurance is borne by the Purchaser.
11.6 Each of the foregoing sub-clauses shall, so far as the context permits, be read and construed independently of the other
sub-clauses so that if one or more of them shall be held to be invalid this shall not affect the validity of the
remaining sub-clauses.
12. Instructions
Any Goods disposed of by the Vendor are complete with instructions for installation and use. The Purchaser agrees that
the Goods will be installed and used in accordance with those instructions by suitably trained personnel. The Vendor will
assist the Purchaser or any ultimate user with further information relating to installation or use upon request.
13. Vendor’s Indemnity
13.1 Where the Purchaser shall supply goods or materials to the Vendor in connection with the supply of Services and any
defect or hazard appears in the goods or materials supplied then the Purchaser shall indemnify and keep indemnified the
Vendor from and against any and all loss, damage or liability suffered and legal fees and costs incurred by the Vendor as
a result of the defect unless the Purchaser can prove that the defect did not arise from any cause within his control.
13.2 The Purchaser indemnifies the Vendor from and hold it harmless against all liabilities, losses, damages, costs or
expenses directly or indirectly incurred or suffered by the Vendor as a result of compliance or adherence by the Vendor
with any instuctions of the Purchaser in relation to the Goods or Services and from and against all actions, proceedings,
claims or demands made against the Vendor as a result of such compliance or adherance, or arising from any of the
following:
13.2.1 as a result of the Purchaser’s failure to:
(a)ensure that any safety markings on the Goods are adequately displayed;
(b)comply with any legislation as to the labelling or marking of Goods;
(c)take any other reasonable precautions either to bring to the attention of any potential users of the Goods any
dangers associated with Goods, or to detect any matters in relation to which the Vendor may become liable,
including, without limitation, liability under Part VA of the Trade Practices Act; or
(d)otherwise comply with any laws, rules, standards or regulations applicable in relation to the Goods or Services
or the use of the Goods;
13.2.2 as a result of any other negligence or other breach of duty by the Purchaser; or
13.2.3 as a result of any compliance or adherence by the Vendor with any instructions of the Purchaser in relation to the
Goods or their manner of fabrication or the Services.
14. Patent Infringement
The Purchaser warrants that any instructions, plans or designs furnished or given by it shall not be such as will cause
the Vendor to infringe any letters patent, copyright, registered design, right of confidence or trade mark in execution
of the Purchaser’s order and agrees to indemnify the Vendor against all claims, costs or other expenses incurred by the
Vendor in respect thereof.
15. General Lien
The Vendor shall have a general lien over all goods or materials of the Purchaser in its possession for all monies due to
the Vendor or liabilities incurred by the Vendor upon whatever account and shall also be entitled to apply any monies of
the Purchaser held by it under one contract to the discharge of monies due to it under any other contract. The Vendor
shall be entitled to charge rent and other expenses incurred during all periods in which a lien on goods or materials is
being asserted. Further, if the Vendor exercises its right of lien over any goods or materials then if monies due are not
paid within one month after it has first retained such goods or if the Purchaser is the subject of an Insolvency Event,
the Vendor shall have power, without giving notice, to sell the whole or part of such goods or materials to cover the
monies due and expenses of sale.
16. Catalogues, Advertisements and Drawings
16.1 Whilst the Vendor believes that all specifications, illustrations, performance data and other information contained in
any drawings, catalogues, advertisements or other documents supplied by the Vendor are as accurate as reasonably
possible, they do not constitute a description of the Goods and shall not be taken to be representations made by the
Vendor and are not warranted to be accurate.
16.2 The Purchaser shall not copy or otherwise reproduce any drawings, advertisements, catalogues or other documents supplied
by the Vendor without the Vendor’s prior written consent.
17. Intellectual Property
All intellectual property rights in the Goods or any drawings, specifications, designs prepared by the Vendor shall at
all times remain vested in the Vendor as the Vendor’s absolute property and the Purchaser shall not reproduce or use all
or any of them without the Vendor’s prior written consent.
18. Alterations and Modifications
The Vendor may carry out from time to time and without notice to the Purchaser, alterations or improvements in
construction or design, specification, materials or manner of manufacture of the Goods.
19. Force Majeure
Without prejudice to the generality of any of the foregoing conditions, the Vendor shall not be liable for any loss or
damage caused by the non-performance or delay in the performance of any of its obligations here-under if the same is
occasioned by any cause whatsoever which is beyond the Vendor’s control, including but not limited to Acts of God, war,
civil disturbance, requisitioning, import or export regulations, strike, lock-out or trade dispute, difficulties in
obtaining materials, breakdown of machinery, fire or accident. Should any such event occur the Vendor may cancel or
suspend this contract without incurring any liability for any loss or damage thereby occasioned.
20. Frustration
If any contract to which these conditions apply is frustrated and/or the Goods in respect thereof cannot be delivered for
any cause whatsoever, it is expressly agreed that:
20.1 If any sum has been paid on account to the Vendor by the Purchaser and is repayable by operation of law the Vendor shall
be entitled to deduct there from all expenses incurred in connection with the said contract; and
20.2 If no sum has been paid on account the Purchaser shall be bound to pay the Vendor all expenses so incurred in connection
with the said contract.
21. Notices
Any notice required to be served pursuant to these conditions shall be served as follows:-
21.1 Notices to the Vendor to its offices, Unit 22/7-9 Mirra Court, Bundoora Vic 3083 or such other address as it may from
time to time notify to the Purchaser.
21.2 Notices to the Purchaser to such address as the Purchaser may notify to the Vendor or, in default of notification, to
such address as appears on any order by the Purchaser, or if the Purchaser is a company, at the Vendor’s option to the
Purchaser’s registered office.
22. Governing Law
The construction, validity and performance of the contract shall be governed by and be interpreted in accordance with
Victorian Law. The parties hereto agree to submit themselves to the non-exclusive jurisdiction of the Victorian Courts
for the purposes of this contract.
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