In these Terms:
"Australian Consumer Law" refers to the regulations outlined in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
"Terms" denotes the revised terms and conditions of sale by Teralume Industries, which may be amended from time to time.
"Corporations Act" refers to the Corporations Act 2001 (Cth).
"Customer" signifies any individual placing an Order with Teralume Industries, requesting a quote, or purchasing Goods or Services.
"Goods" are any items specified by the Customer in an Order.
"GST" is defined by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
"Order" constitutes any request made by a person for Teralume Industries to supply Goods and/or Services.
"PPSA" denotes the Personal Property Securities Act 2009 (Cth).
"Proceeds" is defined in the PPSA.
"Security Agreement" refers to the security agreement under the PPSA established between Teralume Industries and the Customer through these Terms.
"Security Interest" is defined in the PPSA.
"Services" are any services specified by the Customer in an Order.
"Teralume Industries" refers to Zenoptic Industries PTY LTD ABN 36 635 440 014 trading as Teralume Industries.
Unless otherwise stated in clause 9.4, these Terms dictate the conditions under which Teralume Industries will provide Goods and/or Services to the Customer, superseding any terms and conditions in any Order or other document.
3.1 Unless agreed upon in writing by Teralume Industries, the Customer must pay in full for all Goods and/or Services provided by the due date specified on Teralume Industries tax invoice or otherwise discussed in writing. Invoices can be issued by Teralume Industries upon receipt of an Order.
3.2 If payment is overdue, Teralume Industries reserves the right to charge interest on the overdue amount at a rate of up to 5%, starting from the due date. All outstanding amounts owed by the Customer to Teralume Industries will become immediately payable.
3.3 All credit card payments made to Teralume Industries are subject to a credit card surcharge of 1.5%.
4.1 The price of Goods and/or Services is determined by Teralume Industries' current pricing at the time of delivery, subject to increases as outlined in clause 4.2.
4.2 In addition to the price of Goods and/or Services, Teralume Industries may include:
4.2.1 Any required excise duties, taxes, or charges levied by any government authority (domestic or foreign) related to the Goods and/or Services;
4.2.2 Any applicable GST levied by a government agency;
4.2.3 Transportation, packaging, and delivery costs; and
4.2.4 Amounts reflecting relevant increases in exchange rates, transportation costs, and labour and material expenses.
WARRANTY AND RETURNS
5.1 Our Goods are protected by guarantees that cannot be excluded under the Australian Consumer Law. In the event of a major failure, you are entitled to a replacement, refund, or compensation for any other reasonably foreseeable damages. If the Goods fail to meet acceptable quality standards but do not constitute a major failure, you have the right to have the Goods repaired or replaced.
5.2 Subject to clause 5.1, further details on our 36-month warranty for Goods and Services are outlined in clause 9 and available on our website at https://teralumeindustries.com/pages/returns, the terms of which are incorporated into these Terms.
Upon delivery of Goods or completion of Services, the Customer must inspect all Goods and/or Services. If the Customer finds any defects, they must report them in writing to Teralume Industries within 7 days of delivery. The report must include the relevant invoice number and a description of the alleged defects. If the Customer does not reject the Goods and/or Services within this 7-day period, they will be considered to comply with the specifications.
Retention of Title:
7.1 Teralume Industries will retain ownership of and title to the Goods until the Customer pays for the Goods in full.
7.2 Until the ownership of and title to the Goods pass to the Customer:
7.2.1 The Customer will hold the Goods as a bailee for Teralume Industries.
7.2.2 The Customer must store the Goods at their cost in a way that clearly identifies them as Teralume Industries' property. They must also keep accurate stock records and records of account for the purchase, receipt, sale, or other dealings in relation to the Goods.
7.2.3 The Customer cannot sell or dispose of the Goods, except in the ordinary course of its business.
7.2.4 If the Goods or part thereof are sold by the Customer, the Customer must hold so much of the Proceeds of such sale as equals the unpaid price payable to Teralume Industries in a separate account for Teralume Industries. Teralume Industries has a right to trace the Proceeds of any such sales in accordance with equitable principles.
7.2.5 The Customer must not charge, encumber or create a Security Interest in the Goods or make any alterations to the Goods or do or allow anything to happen to the Goods that might contribute to the deterioration in their value or otherwise affect the interests of Teralume Industries.
7.2.6 Teralume Industries may, without prejudice to any of its other rights, enter into the Customer’s premises (or any other place occupied by the Customer) to inspect, search for, remove and re-take, repossess or resume possession of any or all of the Goods. The Customer hereby grants to Teralume Industries, its servants and agents, leave and an irrevocable license to do so at any time without prior notice, using reasonable force if necessary, for that purpose if:
(a) there is any breach of any of these Conditions or any other contract between Teralume Industries and the Customer in respect of the Goods; or
(b) the Customer takes any action that could result in their being made bankrupt or arrangement under Part X of the Bankruptcy Act 1966 (Cth) is invoked against the Customer or where the Customer is a corporation, if the Customer is or becomes insolvent or an externally administered body corporate (within the meaning of the Corporations Act) or a controller (within the meaning of the Corporations Act) enters into possession or takes control of the Customer’s undertaking or property or any part thereof.
7.3 Teralume Industries may recover the price of the Goods (plus interest properly payable) and may apply to wind up or bankrupt the Customer if the Goods are not paid for within Teralume Industries’ usual credit terms, notwithstanding that ownership of, and title in, the Goods has not passed to the Customer.
7.4 The provisions of this clause 7 apply notwithstanding any arrangement under which Teralume Industries provides credit to the Customer. To the extent that there is any inconsistency, these provisions prevail.
Personal Property Securities Act (PPSA):
8.1 These Conditions are an agreement that constitutes a Security Agreement.
8.2 The Customer acknowledges that Teralume Industries has a Security Interest
9.1 In accordance with applicable law, Teralume Industries is not responsible for any loss or damage, including consequential loss or damage, regardless of cause (negligence or otherwise), resulting from or relating to the Goods or Services obtained, including situations where:
9.1.1 The Goods have been modified, altered, or had their composition changed;
9.1.2 The Goods were not used in accordance with Teralume Industries' instructions or recommendations published periodically for their use;
9.1.3 The Goods were used in a manner not compliant with relevant laws or regulations.
9.2 As allowed by law, Teralume Industries bears no liability for any loss or damage, including consequential loss or damage, resulting from or related to technical advice or support provided to the Customer in connection with manufacturing, preparing, or supplying Goods and/or Services, provided that Teralume Industries has given such advice or support with due care and skill.
9.3 If any legislation requires the inclusion of certain terms, conditions, warranties, or remedies in the relationship between Teralume Industries and the Customer or in these Conditions or a sales contract, and if that legislation does not allow for exclusion or modification of such provisions, those provisions will be deemed part of these Terms and Conditions of Sale. However, Teralume Industries' liability for breaching such provisions will be limited, at its option, in one or more of the ways permitted by the legislation, including:
9.3.1 For breaches relating to Goods, to:
(a) Replacing the Goods or providing equivalent goods;
(b) Repairing the Goods;
(c) Paying the cost of replacing the Goods or acquiring equivalent goods; or
(d) Paying the cost of repairing the Goods; and
9.3.2 For breaches relating to Services, to:
(a) Resupplying the Services; or
(b) Paying the cost of having the Services resupplied.
9.4 In case of inconsistencies between these Conditions' express terms and any provision deemed included per clause 9.3, the deemed provision prevails to the extent of inconsistency.
9.5 Descriptions, illustrations, and other materials from catalogues, price lists, brochures, leaflets, or other sources provided by or on behalf of Teralume Industries do not form part of these Conditions or any supply contract and do not amount to representations or warranties. The use of such materials does not constitute a contract of sale by description. Goods and Services supplied by Teralume Industries will conform to its standard commercial specifications at the time of supply, with the right to incorporate minor modifications or those necessary to comply with relevant laws without notice.
PROPERTY AND RISK
Risk in Goods transfers to the Customer upon Teralume Industries' delivery of the Goods.
The Customer acknowledges that:
11.1 It has not relied on any representations by Teralume Industries regarding the Goods' suitability for a specific purpose;
11.2 It is responsible for conducting its own research to determine the Goods' suitability for a particular purpose.
Teralume Industries is not liable for delays in performance or non-performance of the Conditions resulting from circumstances beyond its control, including but not limited to acts of God, fire, explosion, flood, equipment breakdown, accident, war, government action, riots, strikes, lockouts, industrial action, shipping delays, or delays by suppliers or contractors due to causes beyond their control.
If it is held by a court of competent jurisdiction that: Teralume Industries Terms and Conditions November 2019
13.1 any part of these Conditions is void, voidable, illegal or unenforceable; or
13.2 these Conditions would be void, voidable, illegal or unenforceable unless any part of these Conditions was severed from these Conditions, that part will be severed from and will not affect the continued operation of the remainder of these Conditions.
No waiver by either party of any breach of any of the terms and conditions contained in these Conditions will be effective unless given in writing, and no waiver will be construed as a waiver of any subsequent breach of the same or any other terms or conditions of these Conditions.
These Conditions are governed by and construed in accordance with the laws in force in the State of Victoria, and Teralume Industries and the Customer submit to the jurisdiction of the courts of that State.
16.1 The Customer is informed that personal information (including credit-related information) relating to the Customer might be disclosed by Teralume Industries to a credit reporting body. The credit-related information that may be disclosed includes details of any overdue payments, payment arrangement defaults, or serious credit infringements (as that term is defined in the Privacy Act 1988 (Cth)).
16.2 The Customer agrees:
16.2.1 that Teralume Industries may obtain from a business that provides information about the commercial creditworthiness of persons, information concerning their respective commercial activities or commercial creditworthiness and use that information for the purposes of assessing this application;
16.2.2 that any credit reporting body may give to Teralume Industries (a credit provider) any credit report or record or information that has any bearing on the creditworthiness, credit standing, credit history, or credit capacity of the Customer for any purpose permitted by law, including:
(a) to assess an application by the Customer for credit;
(b) to notify other credit providers (either directly or by notification to a credit reporting body) of a default by the Customer;
(c) to exchange credit-related information with other credit providers regarding the status of the Customer's account when the Customer is in default with another credit provider; and
(d) to assess the creditworthiness of the Customer at any time.