Terms of service
Terms and Conditions – Sidcon Enterprises Pty Ltd Trading as Sidcon Global
GENERAL TERMS AND CONDITIONS (SECTION A)
(PLEASE READ CAREFULLY)
1. Interpretation
In these conditions:
“ACL” means the Australian Consumer Law set out in Schedule 2 to the CCA.
“Agreement” means the agreement between You and the Company for the supply of Products and/or
Services comprising the documents referred to in clause 2.1 (as varied by the Company from time to
time).
“CCA” means the Competition and Consumer Act 2010 (Cth).
“Company” or “We” or “Us” or “Our” means Sidcon Enterprises Pty Ltd (ABN 56 670 622 081).
“Consequential Loss” means any loss or damage arising from a breach of contract, under an
indemnity or guarantee, tort (including negligence), under statute or any other basis in law or equity
being, loss of profits; loss of revenue; loss of savings or anticipated savings; loss or denial of
opportunity; loss of any contract or future business; loss of custom; loss of use.
“Consumer Guarantees” means the guarantees that apply to goods and services purchased by
consumers (as defined in the CCA), contained in Part 3-2, Division 1 of the ACL.
“Corporations Act” means Corporations Act 2001 (Cth).
“Default Rate” means the interest rate that is 2% above the rate fixed under section 2 of the Penalty
Interest Rates Act 1983 (Vic) from time to time.
“General Terms and Conditions (Section A)” means the terms and conditions set out in Section A
of this Agreement that apply to the supply of all Products and Services.
“Guarantee and Indemnity” means the guarantee and indemnity in favour of the Company annexed
to any relevant credit application between You and the Company.
“GST” has the meaning given to that term in GST Law.
“GST Law” has the meaning given to that terms in the A New Tax System (Goods and Services Tax)
Act 1999 (Cth).
“Insolvent” has the meaning in section 95A of the Corporations Act.
“Intellectual Property” means all registered and unregistered rights in present and future copyright,
trade marks, designs and patents, trade secrets, semi-conductor or circuit layout rights, rights in
confidential information and all rights conferred under statute, common law or equity in relation to the
above.
“Non-Stocked Product” means a Product that is not kept in stock at all times and has been
purchased in by the Company specifically for your order and/or described as “Non Stocked” on an
Order.
“Order” means an order by You to the Company requesting the supply of Products and/or Services
including as set out in any order acknowledgement.
“Other Goods” has the meaning ascribed to it in clause 2.3 of Schedule 1 of the Personal Properties
Securities Regulations 2010(Cth).
“Other Property” means all present and after-acquired property, except the Other Goods supplied by
the Company to You, of You whether acquired alone or jointly as a tenant in common or as joint
tenants.
“PPSA” means the Personal Property Securities Act 2009 (Cth).
“PPSR” means the Personal Property Securities Register established pursuant to the PPSA.
“Products” means the architectural hardware specified in any Order and/or supplied to You pursuant
to this Agreement, which may include (without limitation) locks, keys, master keys, door handles, door
closers, washroom equipment and sanitary equipment.
“Related Body Corporate” is as defined in section 9 of the Corporations Act 2001 (Cth).
“Representative” means the officers, agents or employees of the Company or You (as the case may
be).
“Security Interest” has the meaning given to it in section 12 of the PPSA.
“Services” means the services specified in any Order and/or supplied to You pursuant to this
Agreement, which may include (without limitation) the following:
1.1 (Installation Services) installation of the Products or Third Party Products, by the Company, in
accordance with this Agreement so as to render the Product or Third Party Products operable and
suitable for use and includes integration of the Product or Third Party Products into Your operating
environment.
1.2 (Maintenance Services) maintenance of Products or Third Party Products and may include
preventative maintenance and reactive maintenance of gates;
“Service Specific Terms and Conditions (Section B) ” means the terms and conditions set out in
Section B of this Agreement that apply to a particular category of Services as specified in Section B.
“Specifications” means the agreed specifications and scope of the Services, as set out in the Order.
“Third Party Products” means any equipment, goods or products purchased by You from someone
other than the Company.
“You” or “Your” or“ Customer” means the entity to whom the Products and/or Services are
supplied.
2. Application of terms and conditions
2.1 This Agreement consists of the:
2.1.1 Relevant Order received by the Company in writing;
2.1.2 General Terms and Conditions (Section A) which apply to the supply of all Products and
Services;
2.1.3 Service Specific Terms and Conditions (Section B) where applicable; and
2.1.4 Relevant Orders received by the Company verbally.
2.2 If there is any inconsistency between any provisions of the documents referred to in clause 2.1,
they shall take precedence in the order listed in clause 2.1.
2.3 You agree that the terms and conditions of this Agreement govern and apply to the supply and/or
provision of all Products and/or Services provided by the Company to You.
2.4 This Agreement only applies to the extent that You Order specific Products and Services from the
Company.
2.5 You agree that the terms and conditions contained in this Agreement will prevail over and replace
any terms and conditions proposed by You.
3. Terms of Sale
3.1 Upon placing an Order, You are deemed to accept, and agree to be legally bound by, this
Agreement.
3.2 Subject to the ACL, any promotional material and description in catalogues, brochures or on the
Company’s website are for the sole purpose of giving an approximation of the Products and/or
Services and shall not form part of this Agreement or have contractual force.
3.3 The Company reserves the right to improve, change or alter the descriptions of the Products
and/or Services offered and to discontinue or add any Product and/or Services without prior notice to
You (so long as that doesn’t affect any Orders placed prior to the change).
3.4 Installation and fitting, maintenance or provision of other Services by the Company in respect of
the Products is not included in the supply of Products unless otherwise specifically indicated in the
Order.
4. Orders
4.1 It is Your responsibility to provide all current and accurate information necessary to enable supply
of the Products and/or Services listed in the Order and You are responsible for any costs arising
directly or indirectly from any error or omission in that information or delay in providing that
information.
4.2 The Company, without prejudice to any other rights it has against You, reserves the right to
charge You for any costs or extra expenses incurred by the Company if an Order is varied or
cancelled by You.
5. Provisions of Services
5.1 Where applicable, the Specific Service Terms and Conditions (Section B) of this Agreement apply
to the supply of certain Services to You.
5.2 The Company agrees to provide the Services with due care, skill and diligence and in accordance
with this Agreement and the Specifications.
5.3 The Company makes no warranty or representations of any kind in relation to any Third Party
Products provided by You in connection with the Services and without limiting the foregoing the
Company does not warrant that any Third Party Products will be of acceptable quality and fit for Your
purpose.
5.4 You must obtain all consents required from third parties to enable the Company to access any
premises or property required for the Company to provide the Services.
5.5 The Company will not be liable for any loss or claim that the Company may incur as a result of a
breach of Your obligations under clause 5.5, including a claim by a third party for trespass to property
or an action in conversion or any similar action and You agree to indemnify the Company for such
claim or loss.
5.6 You must provide a safe and secure work environment at all times while the Company or its
Representatives are on Your premises to enable the Services to be provided.
5.7 All such assistance to be provided by You under this clause or in general shall be at Your sole
cost and expense.
6. Price
6.1 If an incorrect price or incorrect information has been included in a quote or there has been a
material price increase including without limitation as a result of a supplier or other circumstances
from a supplier, the Company may withdraw or amend a quote. Unless withdrawn or amended by the
Company earlier, the quotation is valid for 30 days from the date of the quotation.
6.2 You agree to pay the price for the Products and/or Services as set out in the Order.
6.3 In respect of GST –
6.3.1 Unless otherwise expressly stated all prices quoted by the Company are GST exclusive.
6.3.2 In addition to the amount payable for the Products and/or Services, You must pay to the
Company an amount equal to any GST applicable to any taxable supply by the Company under this
Agreement.
6.3.3 You must pay GST without deduction or set off of any amounts, at the same time and in the
same manner as payment for the relevant supply of the Products and/or Services.
6.3.4 You indemnify the Company for any loss that the Company may incur as a result of the incorrect
payment or non-payment of any GST and associated fees and/or penalties.
7. Payment Terms
7.1 If you place Your Order via the Sidcon Online Store:
7.1.1 once You select a Product or Service that you wish to order, you will be shown or told (on the
S&S Innovators Online Store) the price you must pay including GST and any other charges; and
7.1.2 You must pay for the Order in full at the time of ordering by one of the payment methods We
provide on the Sidcon Online Store. You must be fully entitled to use the payment method or
account used for purchases. The payment method or account must have sufficient funds or credit
facilities to cover the purchase.
7.2 Subject to clause 7.1 or as otherwise agreed, You will be invoiced:
7.2.1 for the supply of Products – at the time the Product is completed and ready for collection /
delivery (as applicable) whether or not You wish to collect / take delivery (as applicable) of the
Products at that time; and
7.2.2 for the supply of Services – in accordance with the billing periods specified in the Order and
where no billing period is specified, monthly.
7.3 Subject to clause 7.1, You must pay in full the amount payable for the Products and/or the
provision of Services (as set out in the invoice) within 30 days of the end of the month in which the
invoice is issued.
7.4 Credit will automatically be stopped if Your account is overdue in which case no further Products
or Services will be supplied to You until the earlier of:
7.4.1 all of Your accounts with the Company are paid in full; and
7.4.2 the Company accepts an Order in its absolute and sole discretion.
7.5 If You fail to make any payment to the Company on the due date or You are in breach of any of
the terms and conditions of this Agreement or You are, in the reasonable opinion of the Company,
Insolvent, then the Company is entitled to:
7.5.1 cease supply of the Products and/or Services; and/or
7.5.2 refuse to deliver to You the Products (or any part thereof) and/or provide the Services to You (or
any part thereof); and/or
7.5.3 stop any Products in transit; and/or
7.5.4 otherwise cease to perform any of its obligations to You,
and You must immediately pay to the Company all amounts due and payable to the Company in
respect of Products and Services supplied, plus interest at the Default Rate, calculated daily and
compounded monthly on and from the date such moneys first become due to and excluding the date
of payment to the Company in full and all expenses incurred by the Company in enforcing the terms
and conditions of this Agreement (including, without limitation, legal expenses, and all debt collection
agency costs incurred by the Company on a full indemnity basis).
8. Delivery and Risk
8.1 The delivery times of the Products or the allocated time of providing the Services are estimates
only and You agree, subject to law, that the Company is not liable for late delivery, non-delivery or for
any loss, damage or delay caused to You from late or non-delivery of the Products or the provision of
the Services.
8.2 If You are unable or unwilling to accept delivery of the Products then You are liable for all storage
costs, charges, expenses and additional delivery charges, with such amount to be paid as and when
invoiced at the discretion of the Company.
8.3 Notwithstanding this clause 8, You or Your agent bear all risk of loss or damage to the Products
upon and from delivery of the Products to You or at Your direction. You are responsible for effecting
and maintaining all policies of insurance as is appropriate and any failure to do so is exclusively at
Your risk.
9. Title
9.1 Title to the Products passes to You once the Company has received all amounts owing to it in
respect of the Products, any other amounts owing to the Company and upon You meeting all of Your
obligations in respect of this Agreement and all other contracts between the Company and You.
9.2 Until title passes to You, You acknowledge and agree that:
9.2.1 You must store and identify the Products as the Company’s property;
9.2.2 upon demand from the Company, deliver up the Products and provide reasonable assistance to
the Company’s Representatives to repossess the Products;
9.2.3 should the Products be lawfully repossessed by the Company, the Company reserves the right
to keep or resell the Products; and
9.2.4 if the Products are resold to a third person by You, You hold the sale proceeds on trust for the
Company. You must hold the sale proceeds in a separate account and must not deposit in that
account monies received from any other entity.
10. The Company’s Warranties
10.1 Where the ACL applies, Our Products and Services may come with guarantees that cannot be
excluded under the ACL.
10.2 Nothing in this Agreement is to be read or applied so as to exclude, restrict or modify any
guarantee or other right or remedy in the ACL or other law which cannot by law be excluded,
restricted or modified.
10.3 Except as expressly set out in this Agreement or in respect of the Consumer Guarantees, the
Company makes no warranties or other representations in respect of the Products or Services.
10.4 The Company’s liability in respect of the Products or the provision of the Services, whether for
breach of agreement, negligence, breach of statutory duty or any other cause of action other than a
breach of an applicable Consumer Guarantee in connection with the Products or the Services is
limited to the total fees paid to the Company by You in respect of an Order.
10.5 Subject to this clause 11, the Company extends to You the benefit of the express warranty, if
any, provided to the Company by its suppliers in relation to the particular Products supplied by the
Company to You pursuant to this Agreement.
11. Limitations of Liability
11.1 If the CCA (or analogous legislation in a relevant jurisdiction) applies to this Agreement and
permits the limitation of liability for breach of warranty implied by statute, the liability of the Company
is limited, at the option of the Company, to:
11.1.1 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; and
11.1.2 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 cost of replacing the goods or of acquiring equivalent goods; or
(D) the payment of the cost of having the goods repaired.
11.2 To the extent permitted by law, the Company and its Representatives are not liable for any
special, indirect or Consequential Loss.
11.3 Subject to clause 11.1, You acknowledge that You do not rely on the skill or judgment of the
Company as to whether or not the Products or Services are fit for any particular purpose.
12. Indemnity
12.1 Subject to the ACL, You indemnify the Company from every liability, loss, damage, cost and/or
expense directly or indirectly incurred or suffered by the Company caused by or contributed to or by
any of the following:
12.1.1 the Company complying with any of Your instructions about the Products or Services;
12.1.2 You making any statement about the Products or Services (for example, about their
performance or characteristics) without the Company’s prior written approval;
12.1.3 any negligence or breach of duty or breach of this Agreement by You or any third party; or
12.1.4 Your, or any third party associated with the Customer’s, failure to:
(A) adequately provide or display safety markings or safety information on or with the Products;
(B) comply with any law about the Products You use (for example, their sale, marketing, labeling or
marking);
(C) take any reasonable precaution to bring to the attention of any potential users of the Products any
dangers associated with Products;
(D) take any reasonable precaution to detect any matters in which the Company may become liable in
any way (for example, under the ACL);
(E) provide correct information to the Company;
(F) immediately advise the Company (in writing) of any changes to the information You provided to
the Company; or
(G) correctly use, operate, repair or maintain the Products by You or any third party,
except to the extent that such liability, loss, damage, cost and/or expense is caused or contributed to
by the negligent, fraudulent or intentional acts or omissions of the Company.
13. Inspection and returns
13.1 You must inspect the Products at the time of collection / delivery (as applicable) and, for refunds
other than as required by the ACL, within 7 days of the date of collection / delivery (as applicable)
notify the Company in writing of any damage or defect in the Products or of any non-compliance with
description.
13.2 You warrant and acknowledge that unless You notify the Company as provided in sub-clause
14.1, You are deemed to have accepted the Products.
13.3 To the extent permitted by law and this Agreement, Products are non-returnable unless they are
faulty or breach a Consumer Guarantee. Despite this, the Company may in its absolute discretion
choose to accept a return of undamaged Products (other than Non Stocked Products) for change of
mind if those Products are in their original condition and packaging and returned within 60 days from
the date of collection / delivery (as applicable).
13.4 If the Company accepts a return in accordance with clause 14.3, a restocking fee of 15% of the
original purchase price of the returned Product may be deducted from any credit note or refund.
14. Intellectual Property
14.1 You acknowledge and agree that the supply of the Products and/or the provisions of the
Services does not constitute a transfer of any Intellectual Property in the Products and/or Services (or
part thereof).
14.2 To the extent that the Company owns or has the right to use Intellectual Property rights in and to
the Products and/or Services and any associated documentation, the Company will retain ownership
of and rights in all those Intellectual Property in and to the Products and/or Services and any
associated documentation.
14.3 To the extent that the Company owns documentation produced or developed in connection with
the Products and/or performance of the Services it will retain the ownership of any such
documentation.
15. Force Majeure
15.1 If the Company is prevented (directly or indirectly) from supplying the Products or Services (or
any part thereof) by reason of acts of God, strikes, lockouts, trade disputes, fire, breakdown, delay in
the manufacture of the Products, interruption of transport, government action, non-delivery of raw
materials or any cause whatsoever (whether or not of a like nature to those specified above) outside
its reasonable control, the Company is not liable to You whatsoever and the Company is entitled, in
its absolute discretion, to give notice to You to either cancel the Order or this Agreement or extend the
time for performance by the Company of its obligations.
16. General
16.1 This Agreement, any credit application between You and the Company and the Guarantee and
Indemnity constitute the entire agreement between the Company and You and any prior agreement or
understanding between the parties in respect of the subject matter in this Agreement, including any
quotation, is superseded by, and are to be read subject to, this Agreement.
16.2 The Company may amend this Agreement from time to time. A copy of the most current. The terms and conditions current as at the time you place Your Order will apply to the supply of the Products and Services under that Order.
16.3 This Agreement is governed by and construed in accordance with the laws of Victoria, Australia
and the parties submit to the jurisdiction of the Victorian Courts and courts of appeal from them.
16.4 If a provision of this Agreement would, but for this clause, be unenforceable, the provision must
be read down to the extent necessary to avoid the result and if the provision cannot be read down to
that extent, it must be severed without effecting the validity and enforceability of the remainder of this
Agreement.
16.5 A party waives a right relating to this Agreement only by notice in writing to the other party that it
waives that right. A single or partial exercise or waiver of a right relating to this Agreement will not
prevent any other exercise of that right or any other right.
16.6 Nothing in this Agreement is to be treated as vesting any agency, joint venture or partnership
between the parties or any relationship other than that of independent contracting parties.
GENERAL TERMS AND CONDITIONS (SECTION A)
(PLEASE READ CAREFULLY)
1. Interpretation
In these conditions:
“ACL” means the Australian Consumer Law set out in Schedule 2 to the CCA.
“Agreement” means the agreement between You and the Company for the supply of Products and/or
Services comprising the documents referred to in clause 2.1 (as varied by the Company from time to
time).
“CCA” means the Competition and Consumer Act 2010 (Cth).
“Company” or “We” or “Us” or “Our” means Sidcon Enterprises Pty Ltd (ABN 56 670 622 081).
“Consequential Loss” means any loss or damage arising from a breach of contract, under an
indemnity or guarantee, tort (including negligence), under statute or any other basis in law or equity
being, loss of profits; loss of revenue; loss of savings or anticipated savings; loss or denial of
opportunity; loss of any contract or future business; loss of custom; loss of use.
“Consumer Guarantees” means the guarantees that apply to goods and services purchased by
consumers (as defined in the CCA), contained in Part 3-2, Division 1 of the ACL.
“Corporations Act” means Corporations Act 2001 (Cth).
“Default Rate” means the interest rate that is 2% above the rate fixed under section 2 of the Penalty
Interest Rates Act 1983 (Vic) from time to time.
“General Terms and Conditions (Section A)” means the terms and conditions set out in Section A
of this Agreement that apply to the supply of all Products and Services.
“Guarantee and Indemnity” means the guarantee and indemnity in favour of the Company annexed
to any relevant credit application between You and the Company.
“GST” has the meaning given to that term in GST Law.
“GST Law” has the meaning given to that terms in the A New Tax System (Goods and Services Tax)
Act 1999 (Cth).
“Insolvent” has the meaning in section 95A of the Corporations Act.
“Intellectual Property” means all registered and unregistered rights in present and future copyright,
trade marks, designs and patents, trade secrets, semi-conductor or circuit layout rights, rights in
confidential information and all rights conferred under statute, common law or equity in relation to the
above.
“Non-Stocked Product” means a Product that is not kept in stock at all times and has been
purchased in by the Company specifically for your order and/or described as “Non Stocked” on an
Order.
“Order” means an order by You to the Company requesting the supply of Products and/or Services
including as set out in any order acknowledgement.
“Other Goods” has the meaning ascribed to it in clause 2.3 of Schedule 1 of the Personal Properties
Securities Regulations 2010(Cth).
“Other Property” means all present and after-acquired property, except the Other Goods supplied by
the Company to You, of You whether acquired alone or jointly as a tenant in common or as joint
tenants.
“PPSA” means the Personal Property Securities Act 2009 (Cth).
“PPSR” means the Personal Property Securities Register established pursuant to the PPSA.
“Products” means the architectural hardware specified in any Order and/or supplied to You pursuant
to this Agreement, which may include (without limitation) locks, keys, master keys, door handles, door
closers, washroom equipment and sanitary equipment.
“Related Body Corporate” is as defined in section 9 of the Corporations Act 2001 (Cth).
“Representative” means the officers, agents or employees of the Company or You (as the case may
be).
“Security Interest” has the meaning given to it in section 12 of the PPSA.
“Services” means the services specified in any Order and/or supplied to You pursuant to this
Agreement, which may include (without limitation) the following:
1.1 (Installation Services) installation of the Products or Third Party Products, by the Company, in
accordance with this Agreement so as to render the Product or Third Party Products operable and
suitable for use and includes integration of the Product or Third Party Products into Your operating
environment.
1.2 (Maintenance Services) maintenance of Products or Third Party Products and may include
preventative maintenance and reactive maintenance of gates;
“Service Specific Terms and Conditions (Section B) ” means the terms and conditions set out in
Section B of this Agreement that apply to a particular category of Services as specified in Section B.
“Specifications” means the agreed specifications and scope of the Services, as set out in the Order.
“Third Party Products” means any equipment, goods or products purchased by You from someone
other than the Company.
“You” or “Your” or“ Customer” means the entity to whom the Products and/or Services are
supplied.
2. Application of terms and conditions
2.1 This Agreement consists of the:
2.1.1 Relevant Order received by the Company in writing;
2.1.2 General Terms and Conditions (Section A) which apply to the supply of all Products and
Services;
2.1.3 Service Specific Terms and Conditions (Section B) where applicable; and
2.1.4 Relevant Orders received by the Company verbally.
2.2 If there is any inconsistency between any provisions of the documents referred to in clause 2.1,
they shall take precedence in the order listed in clause 2.1.
2.3 You agree that the terms and conditions of this Agreement govern and apply to the supply and/or
provision of all Products and/or Services provided by the Company to You.
2.4 This Agreement only applies to the extent that You Order specific Products and Services from the
Company.
2.5 You agree that the terms and conditions contained in this Agreement will prevail over and replace
any terms and conditions proposed by You.
3. Terms of Sale
3.1 Upon placing an Order, You are deemed to accept, and agree to be legally bound by, this
Agreement.
3.2 Subject to the ACL, any promotional material and description in catalogues, brochures or on the
Company’s website are for the sole purpose of giving an approximation of the Products and/or
Services and shall not form part of this Agreement or have contractual force.
3.3 The Company reserves the right to improve, change or alter the descriptions of the Products
and/or Services offered and to discontinue or add any Product and/or Services without prior notice to
You (so long as that doesn’t affect any Orders placed prior to the change).
3.4 Installation and fitting, maintenance or provision of other Services by the Company in respect of
the Products is not included in the supply of Products unless otherwise specifically indicated in the
Order.
4. Orders
4.1 It is Your responsibility to provide all current and accurate information necessary to enable supply
of the Products and/or Services listed in the Order and You are responsible for any costs arising
directly or indirectly from any error or omission in that information or delay in providing that
information.
4.2 The Company, without prejudice to any other rights it has against You, reserves the right to
charge You for any costs or extra expenses incurred by the Company if an Order is varied or
cancelled by You.
5. Provisions of Services
5.1 Where applicable, the Specific Service Terms and Conditions (Section B) of this Agreement apply
to the supply of certain Services to You.
5.2 The Company agrees to provide the Services with due care, skill and diligence and in accordance
with this Agreement and the Specifications.
5.3 The Company makes no warranty or representations of any kind in relation to any Third Party
Products provided by You in connection with the Services and without limiting the foregoing the
Company does not warrant that any Third Party Products will be of acceptable quality and fit for Your
purpose.
5.4 You must obtain all consents required from third parties to enable the Company to access any
premises or property required for the Company to provide the Services.
5.5 The Company will not be liable for any loss or claim that the Company may incur as a result of a
breach of Your obligations under clause 5.5, including a claim by a third party for trespass to property
or an action in conversion or any similar action and You agree to indemnify the Company for such
claim or loss.
5.6 You must provide a safe and secure work environment at all times while the Company or its
Representatives are on Your premises to enable the Services to be provided.
5.7 All such assistance to be provided by You under this clause or in general shall be at Your sole
cost and expense.
6. Price
6.1 If an incorrect price or incorrect information has been included in a quote or there has been a
material price increase including without limitation as a result of a supplier or other circumstances
from a supplier, the Company may withdraw or amend a quote. Unless withdrawn or amended by the
Company earlier, the quotation is valid for 30 days from the date of the quotation.
6.2 You agree to pay the price for the Products and/or Services as set out in the Order.
6.3 In respect of GST –
6.3.1 Unless otherwise expressly stated all prices quoted by the Company are GST exclusive.
6.3.2 In addition to the amount payable for the Products and/or Services, You must pay to the
Company an amount equal to any GST applicable to any taxable supply by the Company under this
Agreement.
6.3.3 You must pay GST without deduction or set off of any amounts, at the same time and in the
same manner as payment for the relevant supply of the Products and/or Services.
6.3.4 You indemnify the Company for any loss that the Company may incur as a result of the incorrect
payment or non-payment of any GST and associated fees and/or penalties.
7. Payment Terms
7.1 If you place Your Order via the Sidcon Online Store:
7.1.1 once You select a Product or Service that you wish to order, you will be shown or told (on the
S&S Innovators Online Store) the price you must pay including GST and any other charges; and
7.1.2 You must pay for the Order in full at the time of ordering by one of the payment methods We
provide on the Sidcon Online Store. You must be fully entitled to use the payment method or
account used for purchases. The payment method or account must have sufficient funds or credit
facilities to cover the purchase.
7.2 Subject to clause 7.1 or as otherwise agreed, You will be invoiced:
7.2.1 for the supply of Products – at the time the Product is completed and ready for collection /
delivery (as applicable) whether or not You wish to collect / take delivery (as applicable) of the
Products at that time; and
7.2.2 for the supply of Services – in accordance with the billing periods specified in the Order and
where no billing period is specified, monthly.
7.3 Subject to clause 7.1, You must pay in full the amount payable for the Products and/or the
provision of Services (as set out in the invoice) within 30 days of the end of the month in which the
invoice is issued.
7.4 Credit will automatically be stopped if Your account is overdue in which case no further Products
or Services will be supplied to You until the earlier of:
7.4.1 all of Your accounts with the Company are paid in full; and
7.4.2 the Company accepts an Order in its absolute and sole discretion.
7.5 If You fail to make any payment to the Company on the due date or You are in breach of any of
the terms and conditions of this Agreement or You are, in the reasonable opinion of the Company,
Insolvent, then the Company is entitled to:
7.5.1 cease supply of the Products and/or Services; and/or
7.5.2 refuse to deliver to You the Products (or any part thereof) and/or provide the Services to You (or
any part thereof); and/or
7.5.3 stop any Products in transit; and/or
7.5.4 otherwise cease to perform any of its obligations to You,
and You must immediately pay to the Company all amounts due and payable to the Company in
respect of Products and Services supplied, plus interest at the Default Rate, calculated daily and
compounded monthly on and from the date such moneys first become due to and excluding the date
of payment to the Company in full and all expenses incurred by the Company in enforcing the terms
and conditions of this Agreement (including, without limitation, legal expenses, and all debt collection
agency costs incurred by the Company on a full indemnity basis).
8. Delivery and Risk
8.1 The delivery times of the Products or the allocated time of providing the Services are estimates
only and You agree, subject to law, that the Company is not liable for late delivery, non-delivery or for
any loss, damage or delay caused to You from late or non-delivery of the Products or the provision of
the Services.
8.2 If You are unable or unwilling to accept delivery of the Products then You are liable for all storage
costs, charges, expenses and additional delivery charges, with such amount to be paid as and when
invoiced at the discretion of the Company.
8.3 Notwithstanding this clause 8, You or Your agent bear all risk of loss or damage to the Products
upon and from delivery of the Products to You or at Your direction. You are responsible for effecting
and maintaining all policies of insurance as is appropriate and any failure to do so is exclusively at
Your risk.
9. Title
9.1 Title to the Products passes to You once the Company has received all amounts owing to it in
respect of the Products, any other amounts owing to the Company and upon You meeting all of Your
obligations in respect of this Agreement and all other contracts between the Company and You.
9.2 Until title passes to You, You acknowledge and agree that:
9.2.1 You must store and identify the Products as the Company’s property;
9.2.2 upon demand from the Company, deliver up the Products and provide reasonable assistance to
the Company’s Representatives to repossess the Products;
9.2.3 should the Products be lawfully repossessed by the Company, the Company reserves the right
to keep or resell the Products; and
9.2.4 if the Products are resold to a third person by You, You hold the sale proceeds on trust for the
Company. You must hold the sale proceeds in a separate account and must not deposit in that
account monies received from any other entity.
10. The Company’s Warranties
10.1 Where the ACL applies, Our Products and Services may come with guarantees that cannot be
excluded under the ACL.
10.2 Nothing in this Agreement is to be read or applied so as to exclude, restrict or modify any
guarantee or other right or remedy in the ACL or other law which cannot by law be excluded,
restricted or modified.
10.3 Except as expressly set out in this Agreement or in respect of the Consumer Guarantees, the
Company makes no warranties or other representations in respect of the Products or Services.
10.4 The Company’s liability in respect of the Products or the provision of the Services, whether for
breach of agreement, negligence, breach of statutory duty or any other cause of action other than a
breach of an applicable Consumer Guarantee in connection with the Products or the Services is
limited to the total fees paid to the Company by You in respect of an Order.
10.5 Subject to this clause 11, the Company extends to You the benefit of the express warranty, if
any, provided to the Company by its suppliers in relation to the particular Products supplied by the
Company to You pursuant to this Agreement.
11. Limitations of Liability
11.1 If the CCA (or analogous legislation in a relevant jurisdiction) applies to this Agreement and
permits the limitation of liability for breach of warranty implied by statute, the liability of the Company
is limited, at the option of the Company, to:
11.1.1 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; and
11.1.2 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 cost of replacing the goods or of acquiring equivalent goods; or
(D) the payment of the cost of having the goods repaired.
11.2 To the extent permitted by law, the Company and its Representatives are not liable for any
special, indirect or Consequential Loss.
11.3 Subject to clause 11.1, You acknowledge that You do not rely on the skill or judgment of the
Company as to whether or not the Products or Services are fit for any particular purpose.
12. Indemnity
12.1 Subject to the ACL, You indemnify the Company from every liability, loss, damage, cost and/or
expense directly or indirectly incurred or suffered by the Company caused by or contributed to or by
any of the following:
12.1.1 the Company complying with any of Your instructions about the Products or Services;
12.1.2 You making any statement about the Products or Services (for example, about their
performance or characteristics) without the Company’s prior written approval;
12.1.3 any negligence or breach of duty or breach of this Agreement by You or any third party; or
12.1.4 Your, or any third party associated with the Customer’s, failure to:
(A) adequately provide or display safety markings or safety information on or with the Products;
(B) comply with any law about the Products You use (for example, their sale, marketing, labeling or
marking);
(C) take any reasonable precaution to bring to the attention of any potential users of the Products any
dangers associated with Products;
(D) take any reasonable precaution to detect any matters in which the Company may become liable in
any way (for example, under the ACL);
(E) provide correct information to the Company;
(F) immediately advise the Company (in writing) of any changes to the information You provided to
the Company; or
(G) correctly use, operate, repair or maintain the Products by You or any third party,
except to the extent that such liability, loss, damage, cost and/or expense is caused or contributed to
by the negligent, fraudulent or intentional acts or omissions of the Company.
13. Inspection and returns
13.1 You must inspect the Products at the time of collection / delivery (as applicable) and, for refunds
other than as required by the ACL, within 7 days of the date of collection / delivery (as applicable)
notify the Company in writing of any damage or defect in the Products or of any non-compliance with
description.
13.2 You warrant and acknowledge that unless You notify the Company as provided in sub-clause
14.1, You are deemed to have accepted the Products.
13.3 To the extent permitted by law and this Agreement, Products are non-returnable unless they are
faulty or breach a Consumer Guarantee. Despite this, the Company may in its absolute discretion
choose to accept a return of undamaged Products (other than Non Stocked Products) for change of
mind if those Products are in their original condition and packaging and returned within 60 days from
the date of collection / delivery (as applicable).
13.4 If the Company accepts a return in accordance with clause 14.3, a restocking fee of 15% of the
original purchase price of the returned Product may be deducted from any credit note or refund.
14. Intellectual Property
14.1 You acknowledge and agree that the supply of the Products and/or the provisions of the
Services does not constitute a transfer of any Intellectual Property in the Products and/or Services (or
part thereof).
14.2 To the extent that the Company owns or has the right to use Intellectual Property rights in and to
the Products and/or Services and any associated documentation, the Company will retain ownership
of and rights in all those Intellectual Property in and to the Products and/or Services and any
associated documentation.
14.3 To the extent that the Company owns documentation produced or developed in connection with
the Products and/or performance of the Services it will retain the ownership of any such
documentation.
15. Force Majeure
15.1 If the Company is prevented (directly or indirectly) from supplying the Products or Services (or
any part thereof) by reason of acts of God, strikes, lockouts, trade disputes, fire, breakdown, delay in
the manufacture of the Products, interruption of transport, government action, non-delivery of raw
materials or any cause whatsoever (whether or not of a like nature to those specified above) outside
its reasonable control, the Company is not liable to You whatsoever and the Company is entitled, in
its absolute discretion, to give notice to You to either cancel the Order or this Agreement or extend the
time for performance by the Company of its obligations.
16. General
16.1 This Agreement, any credit application between You and the Company and the Guarantee and
Indemnity constitute the entire agreement between the Company and You and any prior agreement or
understanding between the parties in respect of the subject matter in this Agreement, including any
quotation, is superseded by, and are to be read subject to, this Agreement.
16.2 The Company may amend this Agreement from time to time. A copy of the most current. The terms and conditions current as at the time you place Your Order will apply to the supply of the Products and Services under that Order.
16.3 This Agreement is governed by and construed in accordance with the laws of Victoria, Australia
and the parties submit to the jurisdiction of the Victorian Courts and courts of appeal from them.
16.4 If a provision of this Agreement would, but for this clause, be unenforceable, the provision must
be read down to the extent necessary to avoid the result and if the provision cannot be read down to
that extent, it must be severed without effecting the validity and enforceability of the remainder of this
Agreement.
16.5 A party waives a right relating to this Agreement only by notice in writing to the other party that it
waives that right. A single or partial exercise or waiver of a right relating to this Agreement will not
prevent any other exercise of that right or any other right.
16.6 Nothing in this Agreement is to be treated as vesting any agency, joint venture or partnership
between the parties or any relationship other than that of independent contracting parties.