Terms and Conditions

Stantron Pty Limited Standard Terms and Conditions

 

Definitions:

“Applicable Trade Controls Laws” means any sanctions, export control, or import laws, or other regulations or orders, relating to the trade of goods which are imposed, administered or enforced from time to time by Australia, the United States, the United Kingdom, Canada, the EU, EU Member States, Switzerland, the United Nations or United Nations Security Council and also includes U.S. anti-boycott laws and regulations.

“Buyer” means the entity (person or company) named as “Buyer” in the relevant Sales Invoice or Quotation

“Conditions” means these terms and conditions.

“Contract” means a contract for sale.

“Excluded Loss” means loss of revenue, loss of profit, loss or denial of opportunity, loss of access to markets, loss of goodwill, loss of business reputation, loss arising from any business interruption, increased overhead costs, and any indirect, remote or unforeseeable loss.

“Exclusive Goods” means non-stock or indent products which are not ordinarily carried in stock by the Seller and are procured by the Seller for the supply to the Buyer under the contract of sale. These include, but not limited to, all products from Hamamatsu, NF and Casella Solutions.

“Goods” means any product supplied to the Buyer by the Seller including, but not limited to, all products from Hamamatsu, NF, Stinger, Schaffler, Zeb and Casella Solutions.

“Health Event” means any epidemic, pandemic, quarantine restrictions, public health emergency, communicable disease outbreak, including without limitation, the Covid-19 outbreak and the consequences of any of the foregoing.

“Purchase Price” means the price for the goods set out in the relevant Quotation or Sales Invoice or as otherwise agreed in writing by the Seller and the Buyer.

“Quotation” means the form of quotation submitted by the Seller to the Buyer setting out the Purchase Price and any other special terms and conditions for the sale and supply of goods by the Seller to the Buyer.

“Restricted Country or Territory” means Afghanistan, Central African Republic, Democratic Republic of Congo, Eritrea, Iraq, Lebanon, Libya, Myanmar, Russia, Somalia, South Sudan, Sudan, Ukraine, Yemen and/or Zimbabwe.

“Restricted Party” means any person, entity, governmental body or organization that is designated for export controls or sanctions restrictions under any Applicable Trade Controls Laws, including but not limited to those designated under the U.S. List of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders List, Entity List, Unverified List, Denied Persons List, Debarred List, the Australian Consolidated List, the UK Consolidated List and the EU Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions.

“Sales Invoice” means the sales invoice issued by the Seller to the Buyer evidencing their agreement for the sale and supply of goods by the Seller to the Buyer.

“Sanctioned Country or Territory” means any country or territory against which comprehensive sanctions are imposed by Australia, the United States, the United Kingdom, Canada, the EU, any EU Member States, Switzerland, the United Nations, or any other country with jurisdiction over the activities undertaken in connection with this Contract. As at the date of this Contract, Sanctioned Countries or Territories include Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine.

“Seller” means Stantron Pty Limited ABN 48154850996.

 

1. Orders

  1. Orders for the supply of goods by the Seller may be made by way of an offer from the Buyer referencing a Quotation. Any such offer shall not bind the Seller until accepted by it in writing or by the commencement of the supply of goods.
  2. When the Seller accepts the Buyer’s offer or issues a Sales Invoice, a separate contract of sale will arise for the goods to which the offer or Sales Invoice relates.
  3. Each Contract will comprise the terms and conditions of the relevant Quotation or Sales Invoice and these Conditions. The terms and conditions of the relevant Quotation or Sales Invoice will prevail over these Conditions to the extent of any inconsistency.
  4. Any direction by the Buyer either verbal or written to procure goods or services from the Seller will be deemed as acceptance by the Buyer of these Conditions, despite any provisions to the contrary in the direction or any purchase order issued by the Buyer.
  5. These Conditions prevail over any terms and conditions contained in any order, offer, acceptance or other document of the Buyer whether or not any inconsistency arises.

2. Quotations

  1. A Quotation is valid for 14 days or such other period as stated in it. A Quotation is not to be construed as an obligation to sell but merely an invitation to treat and no contractual relationship shall arise from it until the Buyer’s order has been accepted in writing by the Seller which provided the Quotation.
  2. Lead times quoted by the Seller for delivery of goods shall be estimates only.
  3. No Seller shall be bound by any conditions attaching to the Buyer’s order or acceptance of a Quotation and, unless such conditions are expressly accepted by the Seller in writing, the Buyer acknowledges that such conditions are expressly negatived.

3. Delivery and Acceptance

  1. Delivery will be made in the manner and at the place specified in the relevant Contract or if not specified delivery will be made as determined by the Seller.
  2. The Buyer shall inspect all goods upon delivery and shall within seven (7) days of delivery give notice to the Seller of any matter or thing by which the Buyer alleges that the goods are not in accordance with the Buyer’s order or these terms and conditions. Failing such notice, subject to any non-excludable condition implied by law, the goods shall be deemed to have been delivered to and accepted by the Buyer.

4. Returns

  1. Return of goods (other than in situations where the Seller is required to accept a return of goods under the Australian Consumer Law) must be approved by the Seller and shall not occur in respect of goods accepted or deemed to have been accepted by the Buyer.
  2. Authorised returns must be freight prepaid and will only be accepted if they are in a saleable condition and (unless otherwise agreed with the Seller) the goods are returned within 7 days of supply. The Seller reserves the right to charge a handling fee of 15% of the price of the goods returned under this provision. The Seller will not accept the return of Exclusive Goods other than in situations where the Seller is required to accept a return of such goods under the Australian Consumer Law.

5. Terms of Payment

  1. Payment to the Seller for goods delivered is due within 7 calendar days from invoice date or as specified in the Quotation or as agreed in writing by the Seller.
  2. The Buyer must not withhold payment or make any deduction from the invoiced price or any other amount owing to the Seller without the Seller’s prior written consent.
  3. If the Buyer fails to make payment in accordance with this clause, all amounts owing by the Buyer to the Seller on any account shall immediately become due and payable. Each outstanding amount shall bear interest at an annual rate of three percent above the current Bank Bill Swap Reference Rate as quoted in the Australian Financial Review at the date the amount is due and payable or an equivalent rate determined by the Seller (acting reasonably) if this rate ceases to be published, is updated, suspended or discontinued three percent above the then current. Interest will be calculated on a daily basis from the day it falls due until the day it is paid. Any payment made by the Buyer shall be credited first against any interest that has accrued.

6. Passing of Property and Risk

  1. Goods supplied by the Seller to the Buyer shall be at the Buyer’s risk immediately upon delivery to the Buyer, into the Buyer’s custody or at the Buyer’s direction (whichever happens first). The Buyer shall insure the goods from the time of that delivery at its cost against such risks as it thinks appropriate.
  2. Title in the goods supplied by the Seller to the Buyer under these Conditions shall not pass to the Buyer until those goods and all other amounts owing or unpaid by the Buyer to the Seller on any account have been paid in full.

7. Installation

The Seller’s Quotation or Sale Invoice is made on a supply-only basis. Installation, programming, setting up and commissioning (if any) are the responsibility of the Buyer and at the expense of the Buyer unless otherwise specified in writing by the Seller.

8. Performance and Technical Data

  1. All technical information (including photographs, drawings, illustrations, weights, dimensions and any other particulars accompanying, associated with or given in a Quotation, descriptive literature or a catalogue) is approximate only and to the extent permitted by law, the Seller gives no warranty and makes no representation with respect to the correctness, compliance, adequacy or otherwise of that information at its own risk.
  2. To the extent permitted by statute, any performance data provided by the Seller, a supplier or a manufacturer is an estimate only and is provided in good faith but without liability or responsibility on the part of the Seller and without the intention that the Buyer should rely on it.

9. Warranty

  1. The Seller makes no express warranties or representations in respect of any goods or services supplied to the Buyer under these terms and conditions. Manufacturers of goods may, from time to time, provide a voluntary warranty directly to the Buyer in relation to goods supplied to the Buyer. The Buyer must address issues relating to a manufacturer’s warranty with the manufacturer on the terms of that warranty.
  2. The Buyer shall not carry out any remedial work to allegedly defective goods without first obtaining the written consent of the Seller to do so. The provisions of this clause 9 do not constitute a warranty in relation to the quality or fitness of the goods, or require the Seller to repair or replace goods, or offer a refund in relation to goods, in circumstances other than those set out in Australian Consumer Law (to the extent that the Australian Consumer Law applies to the goods).

10. Force Majeure

The Seller shall be excused from the performance or observance of any obligations of the Seller to the extent its performance or observance is prevented, restricted or affected by reason of a force majeure event including strike, lock out, industrial dispute, raw material shortage, breakdown of plant, transport or equipment, a Health Event, measures or actions taken by any government or government body including, without limitation, in connection with a Health Event and importation of goods or any other cause beyond the reasonable control of the Seller. The Seller may, in its absolute discretion, give notice of that cause to the Buyer.

11. Liability of Seller

  1. To the extent permitted by statute, the Seller shall not in any circumstances be liable to the Buyer for or in respect of any Excluded Loss.
  2. To the extent permitted by statute, all warranties, conditions and guarantees (whether express, implied or applied, and whether given by the Seller, the manufacturer or a third party) and any obligation of the Seller to repair or replace any goods are void in respect of any goods which the Buyer tampers with or alters.
  3. Where goods are purchased from the Seller by the Buyer as a Consumer, the Australian Consumer Law provides certain statutory guarantees in relation to the goods. Nothing in these Conditions purports to modify or exclude such guarantees, but the Seller’s liability in respect of any failure to comply is limited to the fullest extent permitted by law.
  4. Subject to clauses 11.3, and except in the case of fraud or willful misconduct of the Seller, the total aggregate liability of the Seller, whether in contract, in tort (including but not limited to negligence), in equity, under any warranties or indemnities, by operation of statute or otherwise, will to the extent permitted by law, be limited to the Purchase Price.

12. Vienna Sales Convention

To the fullest extent permitted by law, the United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980) known as the Vienna Sales Convention does not apply to the contract comprised by these Conditions nor do any of the Conditions express or implied by the Vienna Sales Convention form part of the contract.

13. Governing Law

These Conditions and any contract including them shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia, and the Seller and the Buyer submit to the non-exclusive jurisdiction of the Courts of New South Wales, Australia.

14. Intellectual Property 

All Intellectual Property in and relating to the goods including Exclusive Goods will remain, or be solely, owned by the Goods’ manufacturers. The Seller does not pass any manufacturer’s intellectual property rights for the Goods supplied to the Buyer.

15. End use restrictions and requirements

  1. The Buyer agrees that it will comply with Applicable Trade Control Laws in relation to any Goods provided under this Contract by the Seller.
  2. Without limitation, the Buyer agrees that it will not sell, or otherwise supply or pass on, any Goods purchased from the Seller to a Restricted Party and that it will not sell, or otherwise supply or pass on, any Goods to any entity which will result in the Seller’s Goods being provided to a Restricted Party.
  3. The Buyer agrees that it will not sell, or otherwise supply or pass on, any Goods purchased from the Seller to any entity, person or government in a Restricted Country or Territory or a Sanctioned Country or Territory.

16. Alterations to Conditions

The Seller may, at any time and from time to time, alter these Conditions without notice and with immediate effect once posted on the Seller’s website, provided that any variation to these Conditions will not apply to any orders placed but not yet fulfilled prior to the date of such variation taking effect, or contract for a specified term.