Skip to main content

Conditions of Sale

MECHTRIC PTY LTD– CONDITIONS OF SALE (DEFINITIONS & RECITALS)

Definitions

In these Conditions of Sale the following definitions apply:

  • Communications or notice in writing includes any form of electronic communication.
  • Conditions of Sale means these terms and conditions.
  • Contract means any contract between Mechtric Pty Ltd and a Customer for the sale and purchase of Goods and/or Services.
  • Customer means a person(s) or entity who places an Order with Mechtric Pty Ltd for Goods and/or Services to be provided by Mechtric to the Customer, and/or whose Order is accepted by Mechtric. A reference to a Customer includes that Customer’s administrators, successors, and permitted assigns.
  • Goods means any goods supplied, or to be supplied, by Mechtric to a Customer, including packaging and any replacement goods supplied under these Conditions of Sale.
  • GST means Goods and Services Tax under the Goods and Services Tax Act 1999 (Australia).
  • Includes means the word in any form and is not a word of limitation.
  • Incoterms® is a reference to the 2010 publication of these terms and any subsequent iteration.
  • Legislation or Regulation includes any re-enactment, amendment or substitution of such legislation or regulation.
  • Manufacturer includes the manufacturer of the product, Mechtric’s supply partners, suppliers, and subcontractors as appropriate.
  • Mechtric means Mechtric Pty Ltd (ABN: 32008700918), of 14 Lorries Court, Malaga 6090, Western Australia, or its successors and permitted assigns.
  • Order means an order presented to Mechtric by a Customer for the supply of Goods and/or Services.
  • Party or Parties means Mechtric and/or the Customer, as the context requires, as the parties to these Conditions of Sale.
  • PPSA means the Personal Property Securities Act 2009 (Australia).
  • Publications includes price lists, brochures, catalogues, electronic media, and other advertising material.
  • Quotation means a quotation made by Mechtric for the supply of Goods and/or provision of Services.
  • Services means any services supplied or to be supplied by Mechtric to the Customer, including technical advice, assistance, repairs, maintenance, training, or labour provided by Mechtric or its technical representatives.
  • Supplier includes the manufacturer of the product, Mechtric’s supply partners, suppliers, and subcontractors as appropriate.
  • Written or in writing includes all modes of presenting or reproducing words, figures, and symbols in a tangible and visible form.

Recitals

These Conditions of Sale apply to every sale, hire, or licence arrangement for the supply of Goods and/or provision of Services by Mechtric to a Customer. Supplemental conditions may also apply to engineering, technical assistance, services, training, the supply of goods for projects (with or without commissioning and/or installation) and any supply and/or delivery outside of Australia.

By submitting an Order to Mechtric for Goods or Services to be provided to the Customer by Mechtric, the Customer:

  • Acknowledges and agrees that any supply of Goods and/or Services by Mechtric will be subject to these Conditions of Sale; and
  • Submits an offer to Mechtric to acquire Goods and/or Services from Mechtric in accordance with these Conditions of Sale, to the exclusion of all other terms and conditions.

Quotations

A Quotation from Mechtric is provided for information purposes only. It does not constitute an offer to form a Contract and does not impose any obligation on Mechtric to sell or supply Goods and/or Services at the prices or conditions stated. Mechtric will use reasonable efforts to ensure pricing and delivery times are accurate at the time of issuing a Quotation.

Quotations are provided on an errors and omissions excepted basis. Mechtric reserves the right to correct any clerical errors or omissions in any Quotation, acknowledgment, or invoice, whether in computation or otherwise. Goods quoted as "ex-stock" are subject to prior sale, and any quoted delivery times are estimates only and do not constitute a binding commitment.

Unless otherwise stated in the Quotation, a Quotation is valid and open for acceptance by the Customer for a period of 28 calendar days from the date of the Quotation. After this period, or after any alternative validity period specified in the Quotation, all prices, delivery arrangements, and other details stated are subject to change and must be reconfirmed in writing by Mechtric before Mechtric will be bound by them.

Prices stated in any Quotation apply only to the specific Goods and/or Services described and do not, unless otherwise agreed in writing by Mechtric, apply to different quantities, variations in product type, or delivery periods that extend beyond Mechtric’s standard timeframes.

Orders and Formation of Agreement

Any Order placed by a Customer constitutes an offer by the Customer to purchase Goods and/or Services at the prices stated in the Order. Mechtric, in its absolute discretion, may accept or reject any Order.

A Contract between Mechtric and the Customer will only be formed upon Mechtric’s written acceptance of the Order. Until such acceptance, no binding agreement exists.

Any Contract formed will comprise:

  • The accepted Order,
  • Mechtric's Quotation (where applicable),
  • These Conditions of Sale,
  • Any supplemental conditions that apply to engineering, technical assistance, services, training, project-based supply (with or without commissioning/installation), and any supply or delivery outside of Australia.

All other terms and conditions presented by the Customer are excluded, except where explicitly accepted in writing by an authorised officer of Mechtric.

Entire Agreement

Unless otherwise agreed in writing and signed by an authorised officer of Mechtric Pty Ltd, the Quotation, these Conditions of Sale, and if applicable, any supplemental conditions related to engineering, technical assistance, services, training, the supply of goods for projects (with or without commissioning and/or installation), and any supply and/or delivery outside of Australia, will override and exclude any terms or conditions contained in or referred to during any negotiations or dealings between Mechtric and the Customer, or set out or referenced in the Customer’s order or other correspondence.

For the avoidance of doubt, when a Customer places an Order with Mechtric for the supply and delivery of Goods and/or Services, the Customer agrees that such supply and delivery will be governed solely by these Conditions of Sale, to the exclusion of any other Customer terms and conditions, unless explicitly accepted by Mechtric in writing and signed by an authorised officer. Mechtric’s failure to object to any additional or conflicting terms submitted by the Customer will not be deemed a waiver of any terms of this agreement.

In all other respects, these Conditions of Sale constitute the entire agreement between Mechtric and the Customer concerning the Goods and/or Services requested in the Order.

Variations to Supply of Goods and/or Services

After a Customer has placed an Order, and prior to the shipment of Goods and/or performance of Services, the Customer may request in writing that the supply of Goods and/or Services be varied or cancelled. If Mechtric accepts such a request, Mechtric may adjust the price, delivery schedule, or other factors relative to the variation. Should the Customer find such adjustments unacceptable, the Customer may reject the adjustments, in which case the requested variation will expire and not form part of the agreement.

Mechtric reserves the right to reject any request for variation if, in its absolute discretion, the variation is unsafe, technically inadvisable, inconsistent with established engineering or quality guidelines, or incompatible with Mechtric’s or the Manufacturer’s design, specifications, or capabilities.

If the Customer requests cancellation of an Order prior to shipment, and Mechtric accepts the cancellation, Mechtric may charge reasonable cancellation and restocking fees, including reimbursement of direct costs incurred in connection with the cancellation. For Goods ordered on a manufactured/assembled-to-order basis or indent-only basis, Mechtric may charge cancellation fees up to the full selling price of the Goods.

Goods that are non-stock, manufactured/assembled to order, or produced to the Customer’s specific requirements are specially procured and may not be cancelled, returned, or varied once ordered and accepted by Mechtric.

In fulfilling any Order, if Goods and/or Services are unavailable, Mechtric may supply substitute Goods that, in its absolute discretion, are of equivalent or improved form, fit, and function. The Customer may reject substituted Goods and/or Services, but such rejection must not be unreasonable.

Price

All prices shown in any Mechtric publications, including price lists, brochures, catalogues, electronic media, and other advertising material:

  • Are recommended selling prices only;
  • Are subject to amendment and adjustment by Mechtric; and
  • Are issued on an errors and omissions excepted basis, with Mechtric reserving the right to correct any clerical errors or omissions, whether in computation or otherwise, in any Quotation, acknowledgment, or invoice.

All prices contained in Mechtric’s advertising materials, brochures, or any Quotation are subject to change without notice. All Orders are accepted by Mechtric on the condition that Goods will be invoiced at the prices applying at the date of Contract formation or the date of dispatch from Mechtric’s premises, as determined by Mechtric in its absolute discretion. Where Mechtric notifies the Customer of a price change prior to dispatch, the Customer may reject the Goods and/or Services at the amended price, but such rejection must not be unreasonable.

Performance

Performance figures provided by Mechtric for Goods and/or Services are based on Mechtric’s and/or the Manufacturer’s experience and represent expected outcomes under test conditions. Actual performance may vary due to differing environmental and operational factors in the Customer’s application.

Following submission of a Quotation or tender, Mechtric is not obliged to comply with additional standards, specifications, rules, or requirements proposed by the Customer after the Quotation or tender has been submitted. If the Customer proposes additional requirements, Mechtric may decline the Order or adjust the terms, including price. Where Mechtric informs the Customer of changes to performance or technical specifications, the Customer may reject the Goods and/or Services, but such rejection must not be unreasonable.

Drawings

If the Customer requests certified drawings, Mechtric may provide these at the Customer’s reasonable expense. Mechtric recommends that Customers independently assess and verify all such drawings, especially to account for variations in environmental and operational conditions where the Goods and/or Services are to be used.

All descriptive specifications, illustrations, drawings, data, dimensions, and weights provided by Mechtric, or contained in Mechtric’s marketing materials (including price lists, brochures, catalogues, and electronic media), are approximate and intended as general descriptions of the Goods. These do not form part of any Contract unless specifically agreed in writing by Mechtric, in which case they are subject to recognised tolerances and rejection limits.

All specifications, drawings, illustrations, descriptions, and particulars of weights, dimensions, capacity, or other details, including any statements regarding compliance with legislation or regulation, are indicative only and do not form part of the Contract.

Mechtric will take reasonable steps to ensure accuracy in descriptions but relies on information provided by Manufacturers and Suppliers. To the fullest extent permitted by law, Mechtric excludes liability for any error or omission in such descriptions, whether arising from negligence or otherwise.

The confidential information, intellectual property, and copyright in any drawings, studies, or documents provided by Mechtric remain the property of Mechtric and/or the Manufacturer. The Customer may only use these materials for purposes directly related to the use and maintenance of the Goods and/or Services. The Customer must not disclose, transmit, or make such materials available to third parties without Mechtric’s prior written consent, except for design verification, installation, commissioning, or maintenance purposes.

Intellectual Property

All intellectual property, including: copyright, patents, design rights, trademarks, software, and licences in, or related to, Goods supplied by Mechtric Pty Ltd, and/or Services provided by Mechtric Pty Ltd, remains the property of Mechtric Pty Ltd and/or the Manufacturer. Unless Mechtric Pty Ltd agrees otherwise in writing signed by an authorised Officer of Mechtric Pty Ltd, the Customer has no right to re-use, re-license, or re-sell the intellectual property in any form to third parties.

Use of Goods which contain, or are to be used with, standard or custom software or firmware may be subject to the Customer’s acceptance of additional terms and conditions in separate Mechtric Pty Ltd or third-party licence agreements (“Third Party Licence Agreements”). Where there is a conflict between any term of a Third Party Licence Agreement and these Conditions of Sale, the Third Party Licence Agreement will prevail to the extent of the inconsistency.

In the absence of a Third Party Licence Agreement, the Customer is granted a non-exclusive, non-transferable, and royalty-free licence to use the intellectual property solely in conjunction with and to enable the use and maintenance of the Goods, with no rights to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the intellectual property.

Compliance with Laws and Instructions

The Customer is solely responsible for obtaining all necessary permits and licences to comply with all applicable legislation, regulations, by-laws, or rules (if any) having the force of law in connection with the installation and operation of the Goods.

The Customer must comply with all instructions provided by Mechtric Pty Ltd or the Manufacturer or the Supplier in relation to the fitting, installation, use, and proper maintenance of the Goods and/or the Services and as a condition precedent of any claim under Warranty.

Insurance

The Customer shall obtain and keep current any insurance necessary and required to address risks allocated pursuant to these Conditions of Sale. The Customer shall, if requested by Mechtric Pty Ltd to do so, provide Mechtric Pty Ltd with a certificate of currency of such insurance.

Risk and Title

The Customer acknowledges and agrees expressly that, unless otherwise specified in writing by Mechtric Pty Ltd, Goods will be delivered to the Customer ex Mechtric Pty Ltd nominated warehouse and that risk passes to the Customer at the time that Mechtric Pty Ltd loads the Goods onto Mechtric Pty Ltd’s transport deck (regardless of which Party pays for freight and insurance).

The Customer acknowledges and agrees expressly that, unless otherwise specified in writing by Mechtric Pty Ltd, the property in, and legal and equitable title to, the Goods, remains with Mechtric Pty Ltd and does not pass to the Customer unless and until Mechtric Pty Ltd has received in full (in cash or cleared funds) all sums due from the Customer to Mechtric Pty Ltd, in relation to the Goods, and in relation to all other Goods previously supplied to the Customer by Mechtric Pty Ltd.

Until the Customer has paid for the Goods in full and ownership passes to the Customer:

  • Mechtric Pty Ltd is and remains the legal and equitable owner of the Goods;
  • The Customer holds the Goods as a fiduciary agent and bailee for Mechtric Pty Ltd;
  • The Customer must hold the Goods as Mechtric Pty Ltd’s bailee, insure the Goods against all usual risks to full replacement value, not pledge or allow any lien, charge or other interest to arise over the Goods; and
  • Mechtric Pty Ltd may enter the Customer’s premises or elsewhere at any time without notice to inspect the Goods. To the extent (if any) that the property in and legal title to the Goods has passed to the Customer by operation of law, then Mechtric Pty Ltd has a specific lien over the Goods until paid for in full.

If the Customer becomes insolvent, passes a resolution for winding up, or a court shall make an order to that effect, or a receiver or administrator is appointed over any assets or undertaking of the Customer, then:

  • The Customer shall not sell, use or part with possession of the Goods, and Mechtric Pty Ltd shall be entitled, without previous notice and without prejudice to Mechtric Pty Ltd’s other remedies, to retake possession of the Goods and for that purpose may enter upon any premises occupied or owned by the Customer.
  • The Customer waives the right to receive any PPSA notice in connection with Mechtric Pty Ltd taking possession of the Goods;
  • The Customer:
    • Will be liable for all costs, losses, and damages incurred or suffered by Mechtric Pty Ltd as a result of Mechtric Pty Ltd retaking possession of the Goods or otherwise exercising its rights under this clause; and
    • Will indemnify Mechtric Pty Ltd, and keep Mechtric Pty Ltd indemnified, for all fees (including legal fees on a full indemnity basis), costs and expenses incurred or suffered as a result of any and all prosecutions, actions, demands, claims or proceedings brought by or against Mechtric Pty Ltd in connection with retaking possession of the Goods or the exercise by Mechtric Pty Ltd of its rights under this clause.

If the Goods are mixed, processed or used so that they lose their identity or are irrevocably incorporated in, mixed with or applied to other goods to make another item, then ownership of the Goods will pass to the Customer; however, a portion of proceeds of sale of any such item equivalent to the cost for the unpaid Goods remains in trust for Mechtric Pty Ltd until payment for the Goods is made in full.

The Customer may use or sell Goods in the ordinary course of business, and the Customer will then be the agent for Mechtric Pty Ltd to the extent necessary to account for the proceeds of any such sale. The Customer must account to Mechtric Pty Ltd for that part of the proceeds of any such sale which equates to the price of the Goods and shall hold that amount in a bank account on trust for and until paid to Mechtric Pty Ltd.

In the event of any payment on insurance in relation to the Goods, the Customer shall hold any insurance monies received by the Customer for Goods owned by Mechtric Pty Ltd in a bank account on trust for and until paid to Mechtric Pty Ltd.

GST

Prices stated are in Australian dollars, exclusive of GST and any transport and handling charges. The amount of GST payable will be calculated by multiplying the sum of the price for the Goods and/or Services plus any additional freight or other charges by the rate of GST applicable at the time of the supply. Mechtric Pty Ltd will issue a tax invoice to the Customer in relation to any supply that is subject to GST.

A supply for export from Australia shall be charged at a zero-rate for tax if the specific conditions in the Goods and Services Tax Act 1985 are met. In circumstances where the Customer carries out its own export freight, the Customer shall notify Mechtric Pty Ltd in writing when the goods are exported. Mechtric Pty Ltd shall have the right to charge tax for exports that do not meet the specific conditions for a zero-rate tax supply under the Goods and Services Tax Act 1985.

The words “supply” and “tax invoice” in this clause have the same meaning as those given to them in the Goods and Services Tax Act 1985.

Payment of Invoices

For Customers without established trading accounts, the Customer shall, if Mechtric Pty Ltd so requires, pay in full any invoice prior to commencement of procurement and/or manufacturing or otherwise prior to any despatch of the Goods.

For Customers with established trading accounts with credit facilities, the time of payment shall be of the essence of the Contract, and the Customer shall pay any invoice within the payment terms agreed in writing by Mechtric Pty Ltd and signed by an authorised Officer of Mechtric Pty Ltd. Should the payment due date fall on a Saturday, Sunday, Public Holiday or Bank Holiday at the address where the payment is to be made, or fall in the month of February, payment is required no later than the last banking day of that month. Payment shall be made in Australian dollars.

Any supply of Goods and/or Services to an account with credit facilities will be subject to a credit limit, which Mechtric Pty Ltd may apply and/or amend from time to time at its absolute discretion.

If the Customer fails to make any payment of any invoice or required milestone prepayment by the date on which that payment is due, then Mechtric Pty Ltd may, without prejudice to any other right or remedy it may have, and in addition to any such other right or remedy, take any action including the following:

  • suspend, defer or cancel any outstanding supply of any Goods and/or Services to the Customer under these Conditions of Sale or any other arrangement, unless and until the overdue amount is paid in full;
  • appropriate any payment made toward payment for the Goods and/or Services under these Conditions of Sale, or any other arrangement, toward payment of the overdue amount, unless and until the overdue amount is paid in full;
  • charge interest (both before and after any judgment) on the amount unpaid, at the rate of 3% per annum above the overdraft rate payable by Mechtric Pty Ltd to its bankers, unless and until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest);
  • demand payment of the arrears as well as payment in advance for any undelivered Goods and unprovided Services, and before proceeding with any procurement and/or manufacturing or further delivery of Goods or Services, unless and until the overdue amount is paid;
  • call on and give effect to any right that Mechtric Pty Ltd may have in any security in place, including: guarantees given by directors or other parties, secured real property, bank guarantees or any rights pursuant to the PPSA.

If payment of invoices is contingent upon any delivery, installation, test or commissioning, and if any of these stages are delayed to suit the Customer’s wishes or convenience, or by reason of the Customer being unready, unavailable, or unable to take delivery or undertake installation, tests or commissioning at the allocated time, date and place, then payment of invoices will be due in accordance with agreed payment terms from the date of the invoice as if there had been no delays. Additionally, risk will pass to the Customer immediately upon the occurrence of the delay, and any storage by Mechtric Pty Ltd necessitated by the delay will be at the Customer’s risk and expense.

Mechtric Pty Ltd may render partial invoices and require progressive payments, and payment is due against each invoice rendered, not upon completion of supply. Mechtric Pty Ltd may render invoices electronically and require payment by electronic funds transfer. If Mechtric Pty Ltd permits payment by credit or debit card, such payment is subject to validation and authorisation, both at the time of agreement and immediately prior to shipment, and Mechtric Pty Ltd may recover as a separate charge any processing fees and other administration costs incurred in processing the transaction.

If the Customer pays by cheque or direct funds transfer, payment only occurs when all cheques or funds transferred have been presented and cleared in full by Mechtric Pty Ltd’s bank.

The Customer must make all payments due under these Conditions of Sale without any set-off, counterclaim, deduction or condition unless Mechtric Pty Ltd otherwise agrees in writing signed by an authorised Officer of Mechtric Pty Ltd.

If Mechtric Pty Ltd is required to take legal action to recover monies due from the Customer, Mechtric Pty Ltd may charge and recover from the Customer all costs (including legal costs) incurred in respect of such legal action.

Mechtric Pty Ltd’s rights as an unpaid seller will not be affected by Mechtric Pty Ltd retaining title to Goods.

Force Majeure

Mechtric Pty Ltd will not be liable for any loss, damage or delay arising out of its failure or that of its Manufacturers and Suppliers to perform obligations under these Conditions of Sale, due to causes beyond its reasonable control. In the event of such delay, Mechtric Pty Ltd’s performance date(s) will be extended for such length of time as may be reasonably necessary to compensate for the cause.

If a cause for delay, which is beyond Mechtric Pty Ltd’s reasonable control, continues for a period of 90 days or more, Mechtric Pty Ltd may (without affecting the accrued rights and obligations of the parties as at the date of termination) terminate this agreement immediately by written notice to the Customer.

Testing

Prior to delivery of the Goods, Mechtric Pty Ltd and/or the Manufacturer may, at its own expense, carry out any tests on the Goods in accordance with its own and any applicable standards and testing procedures. Any additional tests, procedures and associated documentation required by the Customer will be mutually agreed and provided only at the Customer’s additional expense.

Packing

Unless stated in the Quotation or otherwise in writing by Mechtric Pty Ltd, the price quoted for supply of Goods includes standard Manufacturer’s packaging and packing for shipment in accordance with Mechtric Pty Ltd’s standard practice. Any other packing and/or labelling and/or marking requirements specified by the Customer are not included in the price of the Goods unless acknowledged in Mechtric Pty Ltd’s quotation or in writing and signed by an authorised Officer of Mechtric Pty Ltd. Mechtric Pty Ltd may impose charges for additional packing and/or crating and/or labelling and/or marking requirements.

Delivery

Unless otherwise specified in writing by Mechtric Pty Ltd, Goods will be delivered to the Customer ex Mechtric Pty Ltd nominated warehouse.

Where the Customer requests, in an Order, that delivery is included in the supply of Goods, the Customer must pay for the cost of delivery by that method from the point of dispatch of the Goods by Mechtric Pty Ltd.

Notwithstanding that Goods may be consigned for delivery by Mechtric Pty Ltd at the direction of the Customer, unless Mechtric Pty Ltd agrees in writing to the contrary, risk in the Goods passes to the Customer upon loading onto the transport vehicle deck.

In the event that the Customer requests in an Order that Mechtric Pty Ltd arrange delivery, then unless Mechtric Pty Ltd states in writing to the contrary:

  • all statements or representations made by Mechtric Pty Ltd about delivery times and costs are made in good faith but are estimates only and are not statements or representations of fact;
  • any delivery period stated in any Quotation is subject to reconfirmation and commences from the date on which Mechtric Pty Ltd receives sufficient information to proceed with supply of Goods, or from the date on which Mechtric Pty Ltd provides written notice to the Customer to confirm that the Customer’s Order has been received and accepted, and that a Contract has been formed, whichever is the later date;
  • dimensional weight calculations may apply. For safety reasons, hazardous goods cannot be shipped by air;
  • Mechtric Pty Ltd may impose additional charges for delivery of certain items, for example those that are very large, heavy or hazardous;
  • a delivery charge per order, charged at the rate applicable at the time of delivery, will be applied on all orders which are delivered to the Customer’s premises or to any premises or location otherwise specified by the Customer;
  • delivery will be made to the Customer’s standard default address. Mechtric Pty Ltd may use any method of delivery available to it. Where the Customer directs Mechtric Pty Ltd to deliver the Goods to a location other than the Customer’s standard default delivery address using Mechtric Pty Ltd’s standard method of transport, an additional delivery charge may apply;
  • the amount charged for Delivery will be shown as a separate item on all invoices. The delivery charge will not be applied to the supply of back orders from an original order;
  • when selecting a delivery method that includes ‘No Signature Required’, the Customer is authorising the Goods to be left at their unattended premises and in that event, the Customer assumes all risk of liability and loss of the Goods arising from the Customer choosing this delivery method;
  • time for delivery and/or performance shall not be of the essence. If delivery is delayed for any reason beyond Mechtric Pty Ltd’s reasonable control after the date on which the Customer is notified that the Goods or any completed items forming part of the Goods are ready for delivery, then Mechtric Pty Ltd will notify the Customer when the reason for the delay is at an end and the delayed date and time for delivery of the Goods; and
  • the Customer acknowledges and agrees expressly that Mechtric Pty Ltd will use reasonable endeavours to meet delivery and/or performance estimates; however, Mechtric Pty Ltd shall not in any circumstances, even where liability arises as a result of negligence by Mechtric Pty Ltd or its carriers, be liable to the Customer for any loss of profits or other loss, damages or penalty caused to the Customer consequent upon any delay in the delivery or any non-delivery of the Goods, or any part of the Goods.

Mechtric Pty Ltd may deliver or perform and invoice by instalments. Failure to meet a scheduled delivery or performance date shall not prevent or restrict Mechtric Pty Ltd from making further deliveries or rendering subsequent performance under the relevant Contract by instalment.

Shortages and Claims for Delivery

Any claims of shortage in deliveries of Goods must be advised to Mechtric Pty Ltd in writing within 28 calendar days of receipt of the Goods.

Mechtric Pty Ltd is not responsible for any loss or damage to the Goods caused by or arising from transport or delivery of the Goods if Mechtric Pty Ltd has not packed the Goods or the Customer has nominated the carrier.

Claims made for damage or loss in transit must be made in the first instance against the carrier in the manner prescribed by the carrier.

Storage

Unless otherwise specified in writing by Mechtric Pty Ltd, Goods will be delivered to the Customer ex Mechtric Pty Ltd nominated warehouse.

If the Customer fails to take delivery of the Goods in accordance with these Conditions of Sale, Mechtric Pty Ltd may arrange suitable storage of such Goods at Mechtric Pty Ltd’s premises or elsewhere, and the Customer must, on demand, pay to Mechtric Pty Ltd all costs of storage, insurance, demurrage, handling and other charges of and incidental to such storage.

Inspection of Goods Delivered and/or Services Performed

The Customer must inspect the Goods and/or Services and carry out any necessary testing as soon as reasonably practicable after delivery but in any case no later than 28 calendar days after delivery in the case of Goods, or performance in the case of Services.

Mechtric Pty Ltd shall be liable for a defect in the Goods and/or Services, incomplete or failed delivery or performance, shortage of weight or quantity of the Goods and/or Services, only if the Customer gives notice in writing to Mechtric Pty Ltd within 28 calendar days of the date of delivery or performance. The operation of this clause does not derogate from the Customer’s rights available under the applicable Consumer Law.

The quantity of any consignment of Goods, as recorded by Mechtric Pty Ltd upon dispatch from Mechtric Pty Ltd’s place of business, shall, unless the Customer can provide evidence to the contrary, be conclusive evidence of the quantity received by the Customer on delivery.

Any liability incurred by Mechtric Pty Ltd for non-delivery or non-performance or for Goods notified as defective on delivery or Services notified as defective following performance in accordance with this clause will be limited to replacing the Goods or re-performing the Services within a reasonable time or to refunding the price then paid in respect of such delivery or performance.

Returns

Mechtric Pty Ltd has policies relating to the return of Goods, which must be complied with before any returned Goods are accepted by Mechtric Pty Ltd in exchange for credit, or such returned Goods are otherwise repaired or replaced. Prior to returning any Goods to Mechtric Pty Ltd for any reason, the Customer must contact Mechtric Pty Ltd and obtain authorisation for the return.

Nothing in this clause purports to modify or exclude any conditions, warranties, guarantees and undertakings under the Consumer Guarantees Act or equivalent legislation, and such legislation will operate and prevail to the extent of any inconsistency.

  • 21.1. Where Goods which have been supplied by Mechtric Pty Ltd on a manufactured/assembled to order or indent only basis, Mechtric Pty Ltd will not, unless agreed otherwise in writing, accept them for return, except where such Goods are faulty or have been wrongly delivered against Mechtric Pty Ltd drawings and/or specification sheets signed off by the Customer or its assigns prior to manufacture.
  • 21.2. Goods must be undamaged, in their original condition and original unmarked and unsoiled packaging, and returned to the Mechtric Pty Ltd premises identified in any authorisation issued for return, quoting the authorisation number.
  • 21.3. All Goods are to be returned at the Customer’s risk and expense and are subject to inspection by Mechtric Pty Ltd as a condition precedent to the issue of any credit or replacement.
  • 21.4. The Customer is responsible for returning Goods to Mechtric Pty Ltd and for providing proof of delivery of such return.

Returns of Goods for Repair (Not Under Warranty)

Notwithstanding that Mechtric Pty Ltd has no obligation to repair Goods which are not under warranty and are also not covered by a guarantee under the Consumer Guarantees Act (or equivalent legislation), Mechtric Pty Ltd may nevertheless accept such Goods for repair on the following conditions:

  • 22.1. Mechtric Pty Ltd may charge a fee for inspection and preparation of a repair quotation, and this fee shall be payable in the event that the Customer does not proceed with the repair;
  • 22.2. The Customer is responsible for all forward and return delivery, risk, and insurance costs and requirements;
  • 22.3. Any repairs undertaken by Mechtric Pty Ltd under this clause are guaranteed for a period of 90 days from the date of completion and only in respect of any replacement components used in the repair.

Engineering, Technical Assistance, Services and Training

Mechtric Pty Ltd will provide Technical Assistance, Services and/or Training in accordance with Mechtric Pty Ltd’s published rates in effect as of the date of such supply, unless otherwise stated in any Quotation.

Where applicable, all other associated expenses for airfares, vehicle and equipment hire, meals, accommodation, subcontractors, and miscellaneous out-of-pocket expenses will be separately itemised and charged at cost to Mechtric Pty Ltd. Any required miscellaneous materials purchased by Mechtric Pty Ltd to complete the scope of work will be separately itemised and charged.

Loans and Hire

Any Goods loaned or hired out by Mechtric Pty Ltd must be returned by the recipient in the original packing and in original condition, fair and reasonable wear and tear excepted.

Any Goods loaned or hired out to the Customer by Mechtric Pty Ltd which are returned damaged or defective due to reasons not covered by Mechtric Pty Ltd’s standard warranty provisions will result in the Customer being charged for repair costs, or the cost of the Goods loaned or hired out, whichever is lesser.

Any Goods loaned or hired to the Customer by Mechtric Pty Ltd which are not returned within the loan or hire period specified in the documentation shall be deemed sold to the Customer, and the list price on the date for return of the loaned or hired Goods shall become due and payable upon presentation of Mechtric Pty Ltd’s invoice.

Warranty/Guarantee Not Under the Consumer Guarantees Act

If the Customer is not a Consumer as defined in the Consumer Guarantees Act 1993 (or applicable legislation), then Mechtric Pty Ltd warrants that the Goods and/or Services, whether manufactured by Mechtric Pty Ltd, its Manufacturers or its Suppliers, as published in Mechtric Pty Ltd’s price lists, brochures, catalogues, electronic media and other advertising material, and supplied by Mechtric Pty Ltd, shall for a period of twelve months (or such other period as Mechtric Pty Ltd specifies in writing) from the date of dispatch of the Goods from Mechtric Pty Ltd’s premises, or from the date of performance in the case of Services, be free from defects in workmanship, materials or design.

The warranties above will only be effective, and impose liability on Mechtric Pty Ltd, if:

  • Mechtric Pty Ltd is provided with written notice of the circumstances giving rise to the claim within 28 calendar days of occurrence;
  • Mechtric Pty Ltd is permitted to inspect the Goods before repair or replacement;
  • The Customer returns the Goods or components to Mechtric Pty Ltd’s premises at the Customer’s expense;
  • Mechtric Pty Ltd’s examination confirms that the alleged defect was not caused by:
    • Improper use, installation, operation, accident, neglect, lightning, power surge, or improper repair, alteration, modification or adjustment; or
    • Unusual deterioration due to physical, electrical, electromagnetic, or environmental factors.

Any repairs, alterations or work carried out by persons other than authorised representatives of Mechtric Pty Ltd will void this warranty.

Replacement or repaired Goods will be warranted for the longer of the unexpired portion of the original warranty or 90 days. Replaced Goods become the property of Mechtric Pty Ltd.

If the Customer requests warranty service or other attendance at the Customer’s premises, any costs exceeding direct repair or replacement costs at Mechtric Pty Ltd’s premises will be at the Customer’s expense.

By requesting or insisting on onsite service, the Customer grants Mechtric Pty Ltd and its representatives access to its premises and must provide a safe and secure work environment, including responsibility for all necessary electrical isolation and, where applicable, isolating computers or processors from networks and backing up data prior to service.

Consumer Guarantees Act Claims

To claim a guarantee under the Consumer Guarantees Act (or equivalent legislation) for goods or services supplied by Mechtric Pty Ltd, the defect must occur within 12 months from the date of purchase of the goods or provision of the services.

The Customer must immediately stop using the goods and notify Mechtric Pty Ltd of the defect.

To make a claim under the Consumer Guarantees Act, the Customer must follow this procedure:

Contact Mechtric Pty Ltd Customer Service at 1800 252 995 or via email at www.mechtric.com.au

The Customer is responsible for the costs of returning any goods to Mechtric Pty Ltd. If the defect is demonstrated to Mechtric Pty Ltd’s reasonable satisfaction, Mechtric Pty Ltd will reimburse the Customer for reasonable return costs.

Any benefits the Customer receives under the Consumer Guarantees Act are in addition to any other rights or remedies available at law.

Representations as to Performance and Fitness for Purpose

Except as expressly set out in these Conditions of Sale and as required by the Consumer Guarantees Act, Mechtric Pty Ltd makes no warranty, representation, or statement regarding the Goods, their quality, or fitness for any purpose beyond what is expressly stated.

The Customer acknowledges that Mechtric Pty Ltd makes no representation or warranty regarding any standard or custom software or firmware supplied with the Goods, including that such software will be uninterrupted, error-free, or meet the Customer’s intended use or requirements, except as expressly stated or required by law. Software is supplied on the strict understanding that Mechtric Pty Ltd does not warrant it to be free from defects or errors.

Regarding performance or fitness for purpose:

  • Unless performance figures, tolerances, or characteristics have been specifically reviewed and expressly warranted in writing by an authorised officer of Mechtric Pty Ltd, environmental and operational factors may affect these, and the Customer should independently assess and verify such information to determine its reliability and applicability;
  • The responsibility for ensuring Goods and/or Services are suitable for any particular purpose lies with the Customer unless otherwise agreed in writing by an authorised officer of Mechtric Pty Ltd;
  • Mechtric Pty Ltd accepts no liability for any failure of the Goods or Services to meet such criteria, whether due to negligence or otherwise;
  • Any advice or recommendation by Mechtric Pty Ltd employees not confirmed in writing by an authorised officer should be independently verified by the Customer and is followed entirely at the Customer’s risk; Mechtric Pty Ltd is not liable for advice or recommendations not so confirmed.

Limitation of Liability

If the Customer relies on any representation, warranty, statement, advice or recommendation that proves incorrect, inaccurate, or misleading, Mechtric Pty Ltd’s liability is limited to either:

  • Refund of the price paid for the Goods and/or Services; or
  • At Mechtric Pty Ltd’s option, supplying replacement Goods and/or Services that are sufficient and suitable.

Mechtric Pty Ltd will not be liable for any consequential or indirect loss, including loss of revenue, profit, or opportunity.

Liability Exclusion

This clause sets out the full extent of Mechtric Pty Ltd’s obligations and liability to the Customer in relation to the Goods and/or Services supplied under any Contract. Except for those terms that cannot be excluded or limited by law, all other terms, conditions, warranties, and representations that might otherwise be implied by statute or otherwise are expressly excluded.

To the fullest extent permitted by law, and subject only to any express exceptions contained in these Conditions of Sale, Mechtric Pty Ltd shall have no liability to the Customer (whether in contract, tort—including negligence—breach of statutory duty, restitution, or otherwise) for any indirect or consequential loss. This includes, but is not limited to, pure economic loss, loss of profits, loss of business, loss of use, loss or cost of recovery of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts, or any similar loss, however caused, arising out of or in connection with the Goods and/or Services.

Mechtric Pty Ltd does not exclude, restrict, or modify any liability which cannot be excluded or limited by law, including liability under the Consumer Guarantees Act 1993. Where such statutory provisions apply, or where the Customer has rights under express provisions of these Conditions, Mechtric Pty Ltd’s total liability shall be limited, at its option, to the following:

For Goods:

  • Replacement of the Goods; or
  • Supply of equivalent Goods; or
  • Payment of the reasonable documented cost of replacing the Goods; or
  • Payment of the reasonable documented cost of acquiring equivalent Goods; or
  • Repair of the Goods; or
  • Payment of the reasonable documented cost of having the Goods repaired.

For Services:

  • Supply of the Services again; or
  • Payment of the reasonable documented cost of having the Services supplied again.

No costs for rectification work done by third parties will be accepted without prior written approval signed by an authorised officer of Mechtric Pty Ltd.

If the Goods can store user-generated data, any repair may result in loss of that data. To the fullest extent permitted by law, Mechtric Pty Ltd expressly excludes all liability for such data loss and recommends the Customer back up all data before servicing or returning Goods for repair.

Liability for Fault Only

Notwithstanding anything else in this Agreement, and to the extent permitted by law, Mechtric Pty Ltd shall only be liable for injury, loss, or damage to the extent that it is caused by Mechtric Pty Ltd’s fault.

Mechtric Pty Ltd will not be liable for any direct, special, indirect, or consequential loss or damage to the Customer or any third party resulting from supplying, failing to supply, or delaying supply of the Goods and/or Services under this Agreement.

Limitation of Liability

To the extent permitted by law, Mechtric Pty Ltd’s total aggregate liability arising from the performance or non-performance of its services under contract, tort, statute, or otherwise shall be limited to the lesser of:

  • The cost of repair or replacement of the Goods supplied;
  • The price paid to Mechtric Pty Ltd by the Customer for the item(s) giving rise to the claim.

Mechtric Pty Ltd shall not be liable for any business interruption, loss of profit, revenue, anticipated savings, data, contracts, goodwill, or any other incidental or consequential loss or damage, whether direct or indirect.

Furthermore, no claim against Mechtric Pty Ltd may be brought more than twelve (12) months after the event giving rise to the claim, regardless of the form of action or any conflicting provisions in these Conditions of Sale.

Each limitation, disclaimer, or exclusion in these Conditions of Sale is independent and severable from the others.

Governing Law and Jurisdiction

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Conditions of Sale or any Contract between the parties.

These Conditions of Sale and any Contract between the parties shall be governed by the laws of Australia.

The parties submit to the exclusive jurisdiction of the courts of Australia for the resolution of any disputes arising under or in connection with these Conditions of Sale or any Contract.

Severability

If any provision of these Conditions of Sale (or part thereof) is found to be invalid or unenforceable in any jurisdiction, that provision shall, if possible, be read down to be valid and enforceable. If this is not possible, that provision shall be severed to the extent of the invalidity or unenforceability without affecting the remainder of these Conditions or the validity and enforceability of that provision in other jurisdictions.

Failure or partial failure by Mechtric Pty Ltd to enforce any provision of these Conditions of Sale shall not be construed as a waiver of any rights under these Conditions.

Waiver

Any waiver of a right, power, authority, discretion, or remedy arising from a breach or default under these Conditions of Sale must be made in writing and signed by the party granting the waiver.

Assignment

The Customer must not assign or transfer any rights or obligations under these Conditions of Sale without Mechtric Pty Ltd’s prior written consent.

Mechtric Pty Ltd may assign the benefit and burden of these Conditions and/or any Contract to a related company without the Customer’s consent or prior notice.

Notices

All notices or communications under these Conditions of Sale must be in legible English writing and addressed to the recipient at the address previously notified by that party.

Resolution of Disputes

The procedures set out here are the exclusive means for resolving disputes under these Conditions of Sale.

If a dispute arises relating to these Conditions of Sale or any Goods or Services supplied, the parties shall promptly attempt to resolve the matter by good faith negotiation within 28 calendar days after a written Notice of Dispute is provided.

Negotiations shall be conducted in English between authorised representatives of each party.

If unresolved within 30 calendar days after the Notice of Dispute, the parties shall attempt to resolve the dispute by non-binding third-party mediation.

If the parties cannot agree on a mediator within 10 calendar days of a Notice of Dispute, either party may request the President of the Law Society of the relevant Australian state or territory to appoint a mediator, or request appointment through a recognised mediation body such as the Resolution Institute or ACICA.

Mediation shall occur within 90 calendar days of the Notice of Dispute. The mediator’s fees and expenses shall be shared equally.

If mediation fails to resolve the dispute, the matter may be submitted to a court of competent jurisdiction in the relevant state or territory of Australia where the Customer is located, or another location as agreed between the parties.

Amendment

Mechtric Pty Ltd may review and amend these Conditions of Sale at any time. Any changes will be communicated in writing and will apply to all orders accepted by Mechtric Pty Ltd after the date of notification.

Variation of Terms

These Conditions of Sale may only be varied by written agreement signed by authorised officers of both parties.

These Conditions supersede all previous terms and conditions governing the sale of Goods and/or Services from Mechtric Pty Ltd to the Customer.

!