Issue Date: 21 May 2010

TriFlex Automation and Controls Pty Ltd

Terms & Conditions of Sale

This document is intended to provide a concise record of TriFlex’s commercial conditions.

  1. General: These general terms and conditions of sale (along with any associated written specification, quotation and/or supplemental terms and conditions provided by Seller) exclusively will govern the sale or licensing by Seller of all goods and services (including without limitation, hardware, firmware and software products, training, programming, maintenance, engineering, parts, repair and remanufacturing services – hereinafter, “Products”) furnished to Buyer hereunder, whether such sale or licensing is effected by paper-based transactions or via facsimile or other forms of electronic data interchange (“EDI”) or electronic commerce, and represents the entire agreement between Buyer and Seller with respect thereto. Buyer’s receipt or acceptance of delivery of any of the Products ordered or purchased hereunder will constitute its acceptance of these terms and conditions. No addition or modification to these terms and conditions will be binding on Seller unless agreed to in writing signed by an authorized representative at Seller’s headquarters. Seller objects to and rejects other terms and conditions that may be proposed by Buyer or that appear on or are referenced in Buyer’s purchase order or requisition that are in addition to or otherwise not consistent with the terms and conditions set forth or referenced herein.
  2. Quotations:
    1. Unless otherwise stated, quotations are valid for 30 days.
    2. Verbal quotations are for budgeting purposes only, are valid for 7 days, and are subject to written confirmation. TriFlex reserve the right to invoice the correct amount when a verbal quotation has been incorrect, misunderstood or misconstrued.
    3. All care will be taken for accuracy of quotations, however the customer shall confirm that the equipment offered is suitable for their requirements. System design remains the responsibility of the purchaser. TriFlex will not be responsible for supplying any items not quoted. All typographical and clerical errors are subject to correction.
    4. Except where part of a formal supply agreement, any quoted discount is limited to the quote in question. Quotations for multiple quantities may not be applicable to smaller quantities, please check before placing your order.
    5. Application for competitive “project” pricing requires project details to be provided. Please call for details.
    6. All quotations are subject to these standard terms and conditions. No exceptions will be made unless specifically agreed to in writing by TriFlex.
    7. Purchaser requests for additional quotation terms and conditions (such as bank guarantees, retention monies, extended warranties, etc.) if accepted, will incur additional charges above any pricing provided for hardware quotations.
    8. Pricing offered in formal quotes assumes customer adherence to payment terms. Failure to honour payment terms may results in pricing revisions on future quotations.
  3. Lead Time: TriFlex aim to maintain reasonable stocks of commonly used parts. Triflex endeavours to provide the most accurate information possible on stock availability and shipping data available from the manufacturer. However, we can not be responsible for variables beyond our control. Our suppliers prefer not to ‘drop ship’ directly to purchasers, and charge a fee when they do agree to do so.
  4. Despatch: Orders for in-stock items placed by 9:30am will be shipped for same day delivery for Sydney Metropolitan Area. Orders placed by 2pm will be shipped same day for overnight delivery Sydney Metropolitan Area. In both instances, faxed urgent orders should be confirmed verbally to ensure the order has been received and goods are in stock. To reduce risk of loss, TriFlex prefer not to drop ship to the premises of a third party, and will do so only when a written delivery address, contact and phone number is provided, and the purchaser takes responsibility for additional costs incurred and lost goods due to inadequate goods inwards provisions.
  5. Goods Return Policy: Goods will be accepted for credit only upon prior agreement or to the extent that they have been wrongly oversupplied. Returned goods shall be delivered to Triflex free of charge, in good order and condition, unused and in the original packaging, including all factory seals intact. If goods are accepted for return, there is a minimum restocking fee of 20% of the goods’ value of $80.00, whichever is higher. Before returning any stock, please obtain a Return Authorisation Number from Triflex. Special orders Software and indent items will not be accepted for return.
  6. Shortage Claims: Claims for shortages in delivery may only be accepted by Triflex if Triflex is notified immediately in writing, not later than 10 days from date of delivery.
  7. Packing and Freight Costs: A nominal packing and freight (P&F) charge will be added to all orders. Orders will be consolidated and despatched when the order can be completed unless partial shipments are specified with order. In general, only the one P&F charge will apply per order unless partial shipments are requested. Freight charges for oversize, exceptionally heavy item, or to locations outside the Sydney metropolitan area will be assessed an incremental freight charge to cover costs.
  8. Expedited Delivery: TriFlex will use all reasonable endeavours to expedite delivery of urgently required equipment; however all freight costs, including overnight, same day and drop ship charges are to the purchaser’s account. Where these costs are incurred totally due to an oversight by TriFlex, we will contribute to these costs at our discretion, and only where the purchaser’s requirements have been clearly stated in writing. Delays due to TriFlex’s suppliers are beyond our control, and hence outside of this offer.
  9. Payment Terms: 30 days following the close of the accounting period in which the debts are incurred. Transfer of title of goods takes place only upon receipt of payment for 100% of invoice. TriFlex reserves the right to charge a monthly Account Administration Fee for extended unpaid accounts. This fee will be based on a monthly value of 2% of the outstanding account value per month. A late payment penalty fee of $15.00 will be assessed for accounts exceeding payment terms.
  10. Warranty:
    1. Hardware: Seller warrants that new hardware Products furnished hereunder will be free from defects in material, workmanship and design for a period of one (1) year from the date of invoice. Extended warranty may be offered upon request prior to goods being purchased. Repaired or replacement Products provided as a result of this warranty subparagraph are similarly warranted for a period of six (6) months from the date of shipment to Buyer or the remainder of the original warranty term for that particular Product, whichever is longer.
    2. Software and Firmware: Unless otherwise provided in a Seller or third party license, Seller warrants that standard software or firmware Products furnished hereunder, when used with Seller-specified hardware, will perform in accordance with published specifications prepared, approved, and issued by Seller for a period of one (1) year from the date of invoice from Seller or its appointed distributor, as the case may be. Seller makes no representation or warranty, express or implied, that the operation of the software or firmware Products will be uninterrupted or error free, or that the functions contained therein will meet or satisfy Buyer’s intended use or requirements.
    3. Services: Seller warrants that Products comprised solely of services (e.g., training, on-site repair, engineering and custom application programming services) will be performed by appropriately skilled personnel employed or retained by Seller.
    4. Buyer Specifications/Compatibility: Seller does not warrant and will not be liable for any design, materials, construction criteria or goods furnished or specified by Buyer (including that sourced from other manufacturers or vendors specified by Buyer). Any warranty applicable to such Buyer-specified items will be limited solely to the warranty, if any, extended by the original manufacturer or vendor directly or indirectly to Buyer. Seller does not warrant the compatibility of its Products with the goods of other manufacturers or Buyer’s application except to the extent expressly represented in Seller’s published specifications or written quotation.
    5. Remedies: Remedies under the above warranties will be limited, at Seller’s option, to the replacement, repair, re-performance or modification of, or issuance of a credit for the purchase price, of the Products involved, and where applicable, only after the return of such Products pursuant to Seller’s instructions. Replacement Products may be new, remanufactured, refurbished or reconditioned at Seller’s discretion. Buyer requested on-site warranty service (consisting of time, travel and expenses related to such services) will be at Buyer’s expense. The foregoing will be the exclusive remedies for any breach of warranty or breach of contract arising there from.
    6. General: Warranty satisfaction is available only if (a) Seller is provided prompt written notice of the warranty claim and (b) Seller’s examination discloses that any alleged defect has not been caused by misuse; neglect; improper installation, operation, maintenance, repair, alteration or modification by other than Seller; accident; or unusual deterioration or degradation of the Products or parts thereof due to physical environment or electrical or electromagnetic noise environment.
    7. The above warranties are in lieu of all other warranties and conditions, whether expressed, implied or statutory, including implied warranties of merchantability or fitness for a particular use, or performance or application warranties, to the fullest extent permitted by applicable law. Rights under the above warranties (subject to noted limitations) extend to Buyer’s customers if Buyer is a Seller-appointed distributor for the Products.
  11. Disclaimer and limitation of liability: To the fullest extent permitted by applicable law, seller will not be liable for any business interruption or loss of profit, revenue, materials, anticipated savings, data, contract, goodwill or the like (whether direct or indirect in nature) or for any other form of incidental, indirect or consequential damages of any kind. Seller’s maximum cumulative liability relative to all other claims and liabilities, including obligations under any indemnity, whether or not insured, will not exceed the cost of the product(s) giving rise to the claim or liability. Seller disclaims all liability relative to gratuitous information or assistance provided by, but not required of seller hereunder. Any action against seller must be brought within eighteen (18) months after the cause of action accrues. These disclaimers and limitations of liability will apply regardless of any other contrary provision hereof and regardless of the form of action, whether in contract, tort (including negligence and strict liability) or otherwise, and further will extend to the benefit of seller’s vendors, appointed distributors and other authorized resellers as third-party beneficiaries. Each provision hereof which provides for a limitation of liability, disclaimer of warranty or condition or exclusion of damages is severable and independent of any other provision and is to be enforced as such.