These standard terms and conditions of sale (“Terms”) are entered into between Connect Source Pty Ltd (ACN 601 379 677) (“CONNECT SOURCE”) and the buyer described in the Purchase Order (“Buyer”) and govern the sale of Goods and the provision of Services (as those terms are defined in these Terms) to the Buyer.
1 ORDERS AND CONTRACT
1.1 An order for Goods or Services or both may only be made by the Buyer by providing a purchase order or accepting a quotation provided by CONNECT SOURCE (“Purchase Order”).
- A Purchase Order is accepted by CONNECT SOURCE when the Buyer receives:
- a written order acknowledgement from CONNECT SOURCE (“Order Acknowledgement”);
- a verbal acknowledgement from an authorised person; or
- delivery of the Goods or Services, whichever is the
- Each accepted Purchase Order shall, constitute a separate contract for the supply of the particular Goods or Services or both and shall consist of the following documents in order of precedence:
- any specific terms agreed in writing between the parties;
- the Order Acknowledgement; and
- these Terms, (“Contract”).
- Terms and conditions submitted by the Buyer with a Purchase Order do not form part of the Contract unless expressly agreed in writing by CONNECT SOURCE. To the extent that any other term and condition is sought to be incorporated into the Contract that term and condition is of no The Contract is the entire agreement between the parties in connection with the Goods and Services and to the extent permitted by law any representation, undertaking or warranty made by CONNECT SOURCE or its agent (unless recorded and confirmed by CONNECT SOURCE in writing) is cancelled and withdrawn and shall not apply to the Contract.
2 AMENDMENT OF ORDER
- Buyer may not cancel, modify or defer an accepted Purchase Order without CONNECT SOURCE’s consent in writing (“Amended Order”).
- Buyer must indemnify CONNECT SOURCE for any loss incurred by CONNECT SOURCE arising out of or in connection with the Amended Order, including any loss of
3.1 The price is the total amount specified in an accepted Purchase Order or a quote provided by CONNECT SOURCE to the Buyer (“Price”).
- Unless otherwise stated, any amount payable by the Buyer under these Terms is exclusive of:
- GST and other applicable taxes and duties; and
- freight fees and
- The Price is valid for a period of 30 days from the date of the Purchase Order or quote. After the expiry of this period, the Price may be varied by an amount necessary to take account:
- of any increase or decrease in the cost of any items (including as a result of any change in currency exchange rates) affecting the cost of supply, production and/or delivery of the Goods or Services between the date of CONNECT SOURCE’s acceptance of the Buyer’s order and the date of delivery;
- of any costs incurred by CONNECT SOURCE as a result of the method of payment used by the Buyer including, without limitation, any credit card transaction
- CONNECT SOURCE shall be entitled to set off and deduct any money owing to the Buyer against any Amount Owing to CONNECT SOURCE.
4.1 CONNECT SOURCE may deliver the Goods by a carrier of its choice to an area at or alongside a site specified by the Buyer (“Site”). Where the Buyer nominates the use of other carriers, any additional costs arising beyond CONNECT SOURCE’s normal costs shall be borne by the Buyer.
4.2 Where delivery of small quantities of Goods incurs additional costs or delivery is required to a destination other than the Site, any additional freight costs shall be borne by the Buyer.
- CONNECT SOURCE may deliver the Goods by instalments, and each instalment shall be treated as a separate contract under these
- Any time or date for delivery given by CONNECT SOURCE is intended only as an estimate and CONNECT SOURCE shall not be liable for the consequences of delay however arising and the Buyer acknowledges that CONNECT SOURCE will not accept any liability for any claims for losses arising from its failure to meet the time or date for delivery. Delayed or defective delivery shall not terminate the separate Contract for that particular instalment (if applicable) or the Contract for all the Goods or Services or any other contract or agreement with CONNECT SOURCE or subject CONNECT SOURCE to any penalty. The Buyer will accept the Goods when delivered and pay the price prevailing at the date of delivery notwithstanding any such delayed or defective
- Where CONNECT SOURCE is dependent upon other manufacturers or suppliers to provide Goods or Services or both to enable CONNECT SOURCE to deliver the Goods and Services or both to the Buyer, CONNECT SOURCE is under no liability to the Buyer for the failure of the manufacturer or supplier to provide those Goods or Services or
4.6 CONNECT SOURCE is not obliged to obtain a signed acknowledgment of delivery from any person at the Site, but if they do so and CONNECT SOURCE reasonably believes the person was authorised to sign on the Buyer’s behalf, then such signed acknowledgement is conclusive evidence of the Buyer’s acceptance of the Goods.
5 SAMPLE GOODS
5.1 CONNECT SOURCE may provide samples of the Goods to the Buyer (“Sample Goods”).
5.2 The Buyer must notify CONNECT SOURCE within fourteen days of the date of provision of the Sample Goods whether it accepts or rejects the Sample Goods as the Goods to be supplied under these Terms.
- If the Buyer fails to notify CONNECT SOURCE within fourteen days of its acceptance or rejection of the Sample Goods, the Buyer is deemed to have accepted the Sample
- If the Buyer notifies CONNECT SOURCE after the expiry of fourteen days of its rejection of the Sample Goods, the Buyer will bear the cost of providing further sample
6 RETURN OF GOODS
- The Buyer must notify CONNECT SOURCE if the Buyer wishes to return
- Other than as a claim under the CONNECT SOURCE Warranties, CONNECT SOURCE may in its absolute discretion agree to accept Goods returned by the Buyer if:
- the Buyer returns the Goods to CONNECT SOURCE’s premises at the Buyer’s sole cost and expense; and
- the Goods are undamaged, unsoiled and in a condition which CONNECT SOURCE considers satisfactory for
- CONNECT SOURCE must:
- notify Buyer in writing of its decision to accept or reject the returned Goods; and
if CONNECT SOURCE accepts the returned Goods, provide a Refund to the
- notify Buyer in writing of its decision to accept or reject the returned Goods; and
- Re-stocking fee of 20% of the value of the returned item.
- Subject to clause 8, payment must be made in full within the agreed payment terms.
- If the Buyer fails to pay CONNECT SOURCE in accordance with clause 7.1, without prejudice to any other right or remedy:
- all outstanding money carries interest on daily balances until paid at a rate of interest of 2% per month; and
- CONNECT SOURCE may recover the Price together with all interest from the Buyer as a liquidated debt in a court or tribunal of competent jurisdiction irrespective of any claim that the Buyer may have against CONNECT SOURCE for any thing or matter related to the Goods or Services delivered under the
- The terms and conditions of CONNECT SOURCE Warranties as set out in the Product and Services Warranty
– Terms and Conditions are incorporated into these Terms.
8.2 The Buyer acknowledges that CONNECT SOURCE may not be the manufacturer of the Goods. The Buyer also acknowledges and agrees that CONNECT SOURCE is not liable for loss, damage or liability associated with the loss, interruption or lack of satellite, GPS, internet and other related services and that these services are not provided by or in the control of CONNECT SOURCE.
9 TITLE AND RISK
9.1 Notwithstanding that title in the Goods may remain with CONNECT SOURCE, the risk of any loss, damage or deterioration of or to the Goods shall pass to the Buyer from the time of removal from CONNECT SOURCE’s premises.
9.2 Until title has passed under clause 9.10, where the Buyer is the owner of real property capable of being charged, the Buyer agrees that, for the purpose of securing its obligations and liabilities under this agreement, and in consideration of CONNECT SOURCE supplying Goods to the Buyer, hereby charge and mortgage all its legal and equitable interest of whatsoever nature held in any real property both present and future in favor of CONNECT SOURCE and the Buyer hereby consents to CONNECT SOURCE lodging a caveat or caveats as security for such interest.
- The Buyer consents to CONNECT SOURCE affecting and maintaining a registration on the register (in any manner CONNECT SOURCE considers appropriate) in relation to any security interest contemplated or constituted by this agreement in the Goods and the proceeds arising in respect of any dealing in the Goods and the Buyer agrees to sign any documents and provide all assistance and information to CONNECT SOURCE required to facilitate the registration and maintenance of any security interest. Without limitation, CONNECT SOURCE may at any time register a financing statement or financing change statement in respect of a security interest (including any purchase money security interest). The Buyer waives the right to receive notice of a verification statement in relation to any registration on the register of a security interest in respect of the Goods.
- The Buyer undertakes to:
- not register a financing change statement in respect of a security interest contemplated or constituted by this agreement without CONNECT SOURCE’s prior written consent;
- not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without CONNECT SOURCE’s prior written consent;
- do anything (in each case, including executing any new document or providing any information) that is required by CONNECT SOURCE:
- so that CONNECT SOURCE acquires and maintains one or more perfected security interests under the PPSA in respect of the Goods and its proceeds;
- to register a financing statement or financing change statement; and
- to ensure that CONNECT SOURCE’s security position, and rights and obligations, are not adversely affected by the PPSA.
- If Chapter 4 of the PPS Act would otherwise apply to the enforcement of a security interest arising under or in connection with this agreement and:
- section 115(1) of the PPS Act allows for the contracting out of provisions of the PPS Act, the following provisions of the PPS Act will not apply and the Buyer will have no rights under them: section 95 (to the extent that it requires the secured party to give notices to the grantor); section 96; section 118 (to the extent that it allows a secured party to give notices to the grantor); section 121(4); section 128, section 129; section 130; section 132(3) (d); section 132(4); section 134(1); section 135; section 142 and section 143; and
- section 115(7) of the PPS Act allows for the contracting out of provisions of the PPS Act, the following provisions of the PPS Act will not apply and the Buyer will have no rights under them: section 127; section 129(2) and (3); section 130(1); section 132; section 134(2); section 135; section 136(3), (4) and (5) and section 137.
- Unless otherwise agreed and to the extent permitted by the PPSA, the Buyer and CONNECT SOURCE agree not to disclose information of the kind referred to in section 275(1) of the PPS Act to an interested person, or any other person requested by an interested person. The Buyer waives any right it may have, or but for this clause may have had, under section 275(7)(c) of the PPS Act to authorise the disclosure of the above information.
- For the purposes of section 20(2) of the PPS Act, the collateral is the Goods provided by CONNECT SOURCE to the Buyer from time to time. This agreement is a security agreement for the purposes of the PPS
- CONNECT SOURCE may apply amounts received in connection with this agreement to satisfy obligations secured by a security interest contemplated or constituted by this agreement in any way CONNECT SOURCE determines in its absolute
- The Buyer agrees to notify CONNECT SOURCE in writing of any change to the Buyer’s details set out in this agreement, within 5 days from the date of such change.
- While the Goods remain the property of CONNECT SOURCE, the Buyer must not dispose or purport to dispose of, create or purport to create or permit to be created any security interest in the Goods other than with the express written consent of CONNECT SOURCE.
- Title of the Goods shall not pass (and the Buyer upon receipt of the same shall be bailee only) until the Buyer:
- has paid to CONNECT SOURCE the Amount Owing in full;
- resells the Goods pursuant to the authority granted by these
- While ownership of the Goods remains with CONNECT SOURCE:
- the Buyer must store them separately and clearly identify them as belonging to CONNECT SOURCE;
- the Buyer must advise CONNECT SOURCE immediately of any Event of Default; and
- the Buyer must keep the Goods insured against all risks for Goods of that kind and shall provide details of such insurance to CONNECT SOURCE upon
10 EXPORT CONDITIONS OF PAYMENT
- The following conditions apply to the payment of Goods for export and Services provided outside of
- It is the obligation of the Buyer to insure Goods on dispatch from CONNECT SOURCE’s
- Payment is to be in Australian Dollars unless otherwise advised by CONNECT SOURCE.
- Payment Schedule:
- Supply Only
Full payment of invoice amount paid via a bank transfer to CONNECT SOURCE before dispatch of Goods from CONNECT SOURCE’s premises.
- Supply and Installation Projects
- 80% of full invoice amount paid via a bank transfer to CONNECT SOURCE before dispatch of Goods from CONNECT SOURCE’s premises;
- balance of all amounts outstanding on successful commissioning of the Goods by CONNECT SOURCE.
11 LIMITATION OF LIABILITY
- To the fullest extent permitted by law, CONNECT SOURCE’s liability under this Contract or any contract made in accordance with these Terms is limited to:
- in the case of Goods, replacing (or, at the election of CONNECT SOURCE, repairing) the Goods; or
- in the case of Services, supplying the Services again or payment for the cost of having the Services supplied again, up to the maximum of the Price of the Goods or Services, to the entire exclusion of any other remedy which, but for this clause, the Buyer might have and CONNECT SOURCE shall be under no liability for and the Buyer releases and discharges CONNECT SOURCE from any liability for any damage, injury (to persons or property), death, direct or consequential or other loss or loss of revenue, profits, income, goodwill costs, business opportunities or anticipated savings, charges and expenses on the part of the Buyer or any other person other than as set out above. CONNECT SOURCE shall not be liable to the Buyer if for any reason beyond CONNECT SOURCE’s control it is not able to deliver or supply any of the Goods or
11.2 Subject to CONNECT SOURCE Warranties, liability of CONNECT SOURCE for breach of a condition or warranty compulsorily implied into this Contract by the Australian Consumer Law shall be limited to the extent permitted by the Australian Consumer Law and CONNECT SOURCE shall have no obligation beyond the obligations imposed by the Australian Consumer Law. Any and all warranties or conditions which are not guaranteed under the Australian Consumer Law and which are not expressly included in CONNECT SOURCE Warranties as additional warranties or conditions are excluded.
11.3 CONNECT SOURCE, its employees, officers, agents and contractors shall have no liability for any loss incurred or claim arising out of or in connection with this Contract under the law of a foreign jurisdiction to the extent permitted by the law of that foreign jurisdiction.
12 ACCESS TO SITE
- The Buyer must provide CONNECT SOURCE, its employees, contractors or agents, reasonable and safe access to the Site and the Buyer’s premises for the purposes of delivering Goods or performing the
- The Buyer indemnifies CONNECT SOURCE for any loss or claim arising from or in connection with CONNECT SOURCE, its employees, contractors or agents attending the Site and Buyer’s
- If an Event of Default occurs, the Amount Owing shall immediately become due and payable notwithstanding that the due date has not arisen, and CONNECT SOURCE may do all or any of the following:
- suspend or terminate any Contract;
- refuse to supply any further Goods or Services or both to the Buyer;
- withdraw any credit facilities that may have been extended to the Buyer;
- apply to a court to appoint a receiver in respect of any Goods, without the consent of the Buyer, and any receiver is authorised to do anything referred to in these Terms and otherwise to exercise all rights and powers conferred on a receiver by
- The Buyer agrees that, at any time after an Event of Default has occurred and is continuing or at any time if any Goods are at risk, and if title to the Goods has not passed to the Buyer, CONNECT SOURCE may:
- take possession of any Goods; and/or
- sell or otherwise dispose of any Goods and apply the proceeds of sale in reduction of the Amount Owing, in each case in such manner and generally on such terms and conditions as it thinks fit and, in each case, otherwise do anything the Buyer could do in relation to those
- Nothing in clause 13.1 or 13.2 limits the
- As the Buyer’s agent, CONNECT SOURCE (and its employees and agents) may, without prior notice and to exercise its rights under this clause 13, enter any land or premises where the Goods are kept in order to take possession of and/or remove them, without being responsible for any damage caused in doing so. The Buyer agrees to procure all other rights (including consents) necessary to enable, and to indemnify CONNECT SOURCE (and its employees and agents) against any liability incurred in connection with, such entry, taking of possession and
- The Buyer agrees to indemnify CONNECT SOURCE, upon demand, for all costs and expenses (including without limitation legal fees on a solicitor – client basis, duty, any bank charges or merchant fees) incurred by CONNECT SOURCE:
- as a result (whether directly or indirectly) of the occurrence of an Event of Default (including upon actual or attempted enforcement of the Security Interest and appointment of a receiver);
- as a result of enforcing its rights against the Buyer; and
- in registering and maintaining any security for the Amount Owing by the
13.6 If CONNECT SOURCE retakes possession of the Goods the Buyer shall be liable to pay to CONNECT SOURCE an amount equal to 15% of the sale price of the Goods for accepting the Goods back into stock and such amount shall be recoverable from the Buyer as liquidated damages.
14 INTELLECTUAL PROPERTY
- In Clause 14.2 “Intellectual Property Rights” means any and all registered and unregistered intellectual property rights throughout the world including without limitation, all copyright, trade secrets, patents, patent applications, trademarks, domain names, business names, designs and circuit layout
14.2 All illustrations, drawings, data and other documents supporting or forming part of the Purchase Order (“Confidential Information”) and all Intellectual Property Rights in the Goods or Services or both remain the exclusive property of CONNECT SOURCE at all times. The Buyer must not disclose the Confidential Information or make it available to any other person, corporation or entity without the prior written consent of CONNECT SOURCE, which consent may be withheld in CONNECT SOURCE’s absolute discretion.
- Clause 15.2 applies if the Buyer is a trustee of a trust.
- The Buyer and the Guarantor (if there is a guarantee provided on the Credit Account Application form) warrant and agree that they are, at the time of entering into the Contract or at any time during the currency of the Contract, a trustee of any trust (the “Trust”):
- to produce a stamped copy of the Trust deed (with all amendments) if and when requested by CONNECT SOURCE;
- that they have full power and authority to enter into, or continue with their obligations under, the Contract on behalf of the Trust as they are doing so in their individual capacity and in their several capacity as trustee;
- that they shall be bound by the terms and conditions of the Contract in their individual capacity, or further or alternatively, in their several capacity as trustee; and
- that the assets of the Trust shall be available to meet their obligations to CONNECT SOURCE.
16 FORCE MAJEURE
- CONNECT SOURCE is not liable for failure to perform the Contract during the time and to the extent that such performance is prevented, wholly or substantially, by Force
- CONNECT SOURCE may terminate the Contract by written notice to the Buyer if the event of Force Majeure has continued for more than 60 days. CONNECT SOURCE is not liable to the Buyer for any loss or damage suffered by the Buyer as a result of a Force Majeure event or CONNECT SOURCE’s termination of the Contract under this clause. Upon such termination, the Buyer shall pay any Amount Owing in respect of Goods delivered or Services provided to the Buyer prior to the date of
17 USE OF INFORMATION
The Buyer agrees that CONNECT SOURCE may obtain and use information about the Buyer from the Buyer or any other person (including any credit or debt collection agencies) in the course of CONNECT SOURCE’s business, including credit assessment, debt collecting and direct marketing activities for CONNECT SOURCE’s business purposes, including direct marketing activities, and the Buyer consents to any person providing CONNECT SOURCE with such information.
If CONNECT SOURCE exercises or fails to exercise any right or remedy available to it, this shall not prejudice CONNECT SOURCE’s rights in exercising that or any other right or remedy. Waiver of any term of these Terms must be specified in writing and signed by an authorised officer of CONNECT SOURCE.
19.1 CONNECT SOURCE is entitled at any time to assign to any other person either or both of the Contract and all or part of any debt owing by the Buyer to CONNECT SOURCE.
19.2 The Buyer must not assign either or both of the Contract and all or part of any debt owing by the Buyer to CONNECT SOURCE without CONNECT SOURCE’s consent.
20 REVIEW OF TERMS
CONNECT SOURCE reserves the right to review and vary any of these Terms at any time and from time to time. If, following any such review, there is any variation to these Terms that variation will take effect from the date on which CONNECT SOURCE gives notice to the Buyer of such variation.
If any part of these Terms is held by any Court to be illegal, void or unenforceable, such determination shall not impair the enforceability of the remaining parts of these Terms.
22 RIGHTS, POWERS AND REMEDIES
The rights, powers and remedies provided for in these Terms are in addition to, and do not limit or exclude (or otherwise adversely affect), any right, power or remedy provided to CONNECT SOURCE by law.
23 GOVERNING LAW
These Terms are governed by and construed in accordance with the laws of Western Australia, and the parties hereby submit to the non-exclusive jurisdiction of the courts of Western Australia.
Notices to be given by the Buyer to CONNECT SOURCE may be delivered personally, sent by post, email or facsimile to the attention of Managing Director at CONNECT SOURCE’s address as notified to the Buyer from time to time, and such notices shall be deemed to be delivered when received by CONNECT SOURCE at the notified address. Notices to be given by CONNECT SOURCE to the Buyer (including invoices) may be delivered personally or sent by post, email or by facsimile to last known address or facsimile number of the Buyer, and notices sent by post shall be deemed to be delivered on the second business day following posting, and if sent by facsimile, on the business day it was sent, provided a transmission confirmation receipt has been received by CONNECT SOURCE.
25 COSTS, EXPENSES AND DUTY
- The Buyer shall pay any costs and expenses payable under these Terms or in connection with the
- The Buyer will pay all duty that may be payable in respect of the
In these Terms:
Australian Consumer Law has the meaning given to it in the Competition and Consumer Act 2010 (Cth).
Amount Owing means, at any time, the unpaid Price charged by CONNECT SOURCE for the Goods or Services, and any other sums which CONNECT SOURCE is entitled to charge under these Terms or which are otherwise owing by the Buyer to CONNECT SOURCE (in whatever capacity).
Contract has the meaning given it in clause 1.3. An event of Default means an event where:
- the Buyer fails to comply with these Terms
or any other agreement with CONNECT SOURCE; or
- the Buyer is insolvent or likely to become insolvent or ceases to carry on business or subject to any event which is in the nature of dissolution, winding up, bankruptcy, liquidation, provisional liquidation, insolvency or receivership, or receivership and administration, or which generally precedes such an event; or
- an event occurs or information becomes known to CONNECT SOURCE, which in CONNECT SOURCE’s opinion, might materially affect the Buyer’s creditworthiness, the value of the Goods the subject of the Security Interest, or the Buyer’s ability or willingness to comply with its obligations under these Terms or any other agreement with CONNECT SOURCE.
Force Majeure means an event beyond the reasonable control of the party and which that party is unable to overcome by the exercise of reasonable diligence and at a reasonable cost; but does not include any event which the party affected could have prevented or overcome by exercising a standard of reasonable care, or a lack of funds for any reason.
Goods means all goods supplied from time to time by CONNECT SOURCE to the Buyer and (unless the context requires otherwise) includes all proceeds of such Goods and any product or mass which the Goods subsequently become part of.
GST has the meaning given it in the A New Tax System (Goods and Services Tax) Act 1999.
Order Acknowledgement has the meaning given it in clause 1.2.
PPSA means the PPS Act and any other legislation and regulations in respect of it and the following words in the PPSA clause of this agreement have the respective means given to them in the PPS Act; collateral, financing change statement, financing statement, interested person, purchase money security interest, register, registration, security agreement, security interest, proceeds and verification statement.
PPS Act means the Personal Property Securities Act 2009 (Cth).
Price has the meaning given in clause 3.1.
Purchase Order has the meaning given it in clause 1.1.
CONNECT SOURCE Warranties has the meaning given to it in the Product and Services Warranty – Terms and Conditions.
Refund means the Price less 20% of the Price.
Sample Goods has the meaning given to it in clause 5.1.
Services means any services provided from time to time by CONNECT SOURCE to the Buyer, either as ancillary to the provision of the Goods or as specified in the quote or Purchase Order and includes training and repair and maintenance services.
Supplier means the person who supplies Goods to CONNECT SOURCE.
Site has the meaning given it in clause 4.1.
Terms has the meaning given it at the commencement of these terms and conditions of sale, as varied under clause 20 from time to time.
- A reference to any party under these Terms includes that party’s successors and permitted substitutes and assigns and a reference to person includes a corporation, association, firm, company, partnership or
- A reference to any legislation or legislative provision includes any modification or re- enactment or substitution of the legislation or provision, and any statutory instruments, regulations and orders issued under such legislation.
- Where the context admits the singular includes the plural.
- Unless the context otherwise requires, if two or more persons under the Contract undertake an obligation or give any warranty or representation they will be bound jointly and severally.