Standard Terms and Conditions of Sale

1.Governing Terms and Conditions

• 1.1 These Standard Terms and Conditions apply to the sale of products by GEOTAS to the Purchaser and prevail over any other Terms and Conditions (including but not limited to any variations to these Standard Terms and Conditions purported to be made by the Purchaser) apart from any terms, conditions or guarantees, implied or provided for by applicable law which cannot lawfully be excluded.

2. Acknowledgement
   1. 2.1  The Buyer acknowledges and agrees that these Terms and Conditions of sale form an integral part of all orders and collateral documents involving the sale of goods or services by the Seller to the Buyer unless the Seller and the Buyer agree in writing to separate or varied Terms and Conditions of sale.
   2. 2.2  Any order is an offer by the Purchaser to enter into a binding contract with GEOTAS, which GEOTAS is free to accept or decline at its absolute discretion.
   3. 2.3  This contract constitutes the entire contract between the Seller and the Buyer and no other contacts or understandings shall affect the relationship between the parties unless agreed to in writing by the Seller.
   4. 2.4  If any of the Standard Terms and Conditions are inconsistent with any term of the order, the GEOTAS Standard Terms and Conditions shall prevail.
   5. 2.5  These Standard Terms and Conditions shall become binding on the parties when:
      1. (a)  GEOTAS issues the Purchaser with written acceptance of an order or
      2. (b)  GEOTAS notifies the Purchaser that GEOTAS can provide the products, whichever is the earlier, at which point the contract shall come into existence between the parties.
      3. (c)  in the absence of any correspondence from GEOTAS, it can be assumed that the order has been accepted.
3. Price
   1. 3.1  The price of the goods or service is set out in the Sellers quotation current at the date of Buyer’s order or such other price as we may agree in writing.
   2. 3.2  If the cost of the goods or service to the Seller increase due to any factor beyond the Sellers control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, Seller can increase the price prior to delivery.
   3. 3.3  The Purchaser is solely responsible for payment of all freight, insurance, delivery costs, taxes and other charges levied or payable in respect of the products, unless otherwise agreed by the parties in writing.
   4. 3.4  In the event of the suspension of supply on the Buyer’s instruction, or lack thereof, or due to the inability of Buyer to accept the goods for any reason on or after the date on which they are ready for delivery, Buyer shall be liable for all extra costs and losses thereby incurred by Seller, including a re-stocking fee.
   5. 3.5  Price quoted is exclusive of GST, the Buyer is required to pay the applicable GST to the Seller along with a price at the same time when the price is due as per the sale Terms and Conditions.

4. Payment

1. 4.1  Unless otherwise stated in any Quotation issued by GEOTAS to the Purchaser the due date for payment by the Purchaser to GEOTAS for the order is as follows:
   1. (a)  30 days from the end of month on which the invoice was raised by GEOTAS, if the following conditions are satisfied at the time that the order was submitted to GEOTAS (1) the Purchaser has a pre-approved credit facility with GEOTAS and (2) the order value, combined with any outstanding payments due to GEOTAS by the Purchaser at that time of the order, fall within the Purchasers approved credit limit.
   2. (b)  In all other cases payment is immediately due at the time that the goods are collected.
2. 4.2  If the Purchaser fails to make any payment by the due date, then, without prejudice to any other right or remedy available to GEOTAS, GEOTAS may, in its sole discretion elect to:
   1. (a)  Suspend any further supply of products or services to the Purchaser arising from the order.
   2. (b)  Cancel the order for products or services not yet supplied to the Purchaser in whole or in part by GEOTAS.
   3. (c)  Enter the property of the Purchaser in order to repossess the products.
   4. (d)  Appoint a receiver or receiver/manager to do anything the law allows a receiver or receiver/manager to do.
   5. (e)  Reverse any discount applied to the purchases invoices that have not been paid by due date.
   6. (f)  Charge the Purchaser interest (both before and after any judgment) on the unpaid amount at the rate of 1.5% per month (calculated on daily balances) until payment is made in full; and/or
   7. (g)  Withdraw any credit limits or credit facilities previously approved and extended to the Purchaser.
3. 4.3  When a deposit has been paid at the time of order, and the order is for imported, or specialised goods, then the deposit is not refundable, if for any reason the order is cancelled, unless otherwise agreed upon by both parties at the time of order.
4. 4.4  Where goods ordered are imported or specialized, then cancellation of an order can only be accepted if;
   1. (a)  Imported – Goods have not been picked up from the place of manufacture or storage, or
   2. (b)  Specialised – Manufacture of the goods has not commenced, or the purchase of specialised components has not taken place.
   If conditions (a) or (b) cannot be met, then no cancellation of order can be accepted, and the goods will be delivered to the Purchaser as per the original terms of the quotation, or these Standard Terms and Conditions. If a cancellation of order is accepted, then the Purchaser may be liable for any costs or charges incurred by GEOTAS in the process of ordering goods, including but not limited to arranging freight, or fixing exchange rates for foreign currency.

5. Delivery

1. 5.1  Unless stated in any quotation, delivery of the products will be ex works GEOTAS premises regardless of what is stated in the order submitted by the Purchaser.
2. 5.2  Delivery dates and times made known to the Purchaser are estimates only. GEOTAS shall not be liable to the Purchaser for any loss (including any consequential loss) arising from late delivery.
3. 5.3  The Purchaser shall not be relieved of any obligation to accept or pay for the products by reason of late delivery or performance.

4. 5.4  Notwithstanding delivery and the passing of risk in the products, the parties acknowledge and agree that the title to, and property and ownership of, the products supplied under the Standard Terms and Conditions will not pass to the Purchaser until GEOTAS has received, in cleared funds, payment in full for the products and any other sums which are, or may become due to GEOTAS under the Standard Terms and Conditions or any other agreement or arrangement between the parties
5. 5.5  Until such time as the full title, property and ownership of the products passes to the Purchaser in accordance with clause 5.4, and while the products remain in the Purchaser’s full control and position:
   1. (a)  the Purchaser must hold the products as GEOTAS’ fiduciary agent and bailee;
   2. (b)  the Purchaser must keep the products properly stored, protected and insured;
   3. (c)  GEOTAS’ may at any time after payment is overdue require the Purchaser to deliver up the products to GEOTAS and, if the Purchaser fails to deliver up the products immediately, GEOTAS may enter the premises of the Purchaser and repossess them; and
   4. (d)  the Purchaser must not pledge or in any way charge by way of security for any indebtedness, any of the products which remain the property of GEOTAS. If the Purchaser does pledge or in any way charge by way of security for any indebtedness any of the products for which property and ownership has not passed to the Purchaser, all moneys owing by the Purchaser to GEOTAS will (without prejudice to any other right or remedy of GEOTAS) immediately become due and payable to GEOTAS.
   5. (e)  if any products supplied are incorporated within a system and are used in such a way to deliver the whole system capability (ie. making those products inseparable from the system), before payment for all the products supplied has been made in full, then the legal and equitable title of all such products will be and remain with GEOTAS until full payment of the purchase price of the products supplied has been made and GEOTAS’ rights in respect of the products supplied will extend to such other products, which will at all times be stored in such a way as to indicate that they are clearly the property of GEOTAS.
6. 5.6  The buyer shall at the buyer’s expense provide labour, cranes or forklift and reasonable access to the point of delivery for off-loading of goods without delay.
7. 5.7  The Purchaser must ensure that the latest version of any project specification or construction drawings are issued to GEOTAS, prior to GEOTAS either constructing, or ordering specialised goods for the project. If goods, and/or service personnel arrive to site, and it is discovered that works cannot proceed because GEOTAS has not been advised or provided with the latest project information, then GEOTAS reserve the right to charge the Purchaser for goods that may no longer be of use on the project, and charge the Purchaser for lost time, mobilisation and de-mobilisation costs.

6. PPSA

1. 6.1  The Purchaser acknowledges that until such time as full title, property and ownership of the products passes to the Purchaser. These Standard Terms and Conditions constitute a security agreement for the purposes of the PPSA, and GEOTAS has a security interest in the products.
2. 6.2  The Purchaser agrees to do such things as GEOTAS may require from time to time to ensure that any security interest of GEOTAS arising from or connected with these Standard Terms and Conditions is perfected under the PPSA for whatever period GEOTAS determines in its sole discretion including signing documents and providing GEOTAS with all further information required to enable GEOTAS to register its security interests on the PPSA register, and to otherwise protect GEOTAS’ position under the PPSA. The Purchaser must keep GEOTAS fully informed of all relevant information regarding it and its activities, including by providing not less than 14 days’ notice in writing of any proposed change in its name or contact details, and immediately advising GEOTAS of all material changes in its business activities.
3. 6.3  The Purchaser agrees to indemnify GEOTAS for all expense incurred by GEOTAS in registering its security interests on the PPSA register and will reimburse GEOTAS for all such expenses immediately upon demand.

6.4 The Purchaser agrees that nothing in sections 118, 121(4), 125, 130, 142, or 143 of the PPSA will apply to these Standard Terms and Conditions or any security interests in the products created by these Standard Terms and Conditions, and waives its rights to receive any of the following documents:

1. (a)  A notice of removal of an accession under section 95 of the PPSA.
2. (b)  I notice all that any attention to seize collateral under section 123 of the PPSA.
3. (c)  A notice of a disposal of collateral under section 130 of the PPSA.
4. (d)  A statement of account under section 132(3)(d) of the PPSA.
5. (e)  A statement of account under section 132(4) of the PPSA.
6. (f)  I notice of retention of collateral under section 135 of the PPSA.
7. (g)  Any notice from GEOTAS under each of the provisions listed in section 144 of the PPSA WCE.

7. Inspection and Acceptance of Goods
   1. 7.1  It is the Purchasers responsibility when accepting this contract, or ordering goods, to ensure that the goods ordered conform to the Purchasers requirements and are fit for the purpose.
   2. 7.2  The Purchaser must carefully examine the goods upon receival, and confirm that they are as specified, un-damaged, and that the quantity is correct. If any discrepancies or damage to the goods is discovered, then the Purchaser must notify GEOTAS within 7 days of delivery, providing supporting evidence of any claim. Failure to notify GEOTAS within this period will be deemed to be full acceptance of the goods by the Purchaser.
   3. 7.3  Other than by agreement, GEOTAS will only accept returned goods if GEOTAS is satisfied that those goods are defective, or not as per Purchaser’s order, and if required, has carried out an inspection of the goods.
   4. 7.4  Subject to Purchasers compliance with this clause and/or GEOTAS’ agreement, Purchaser may return the goods and GEOTAS will, as appropriate, repair, or replace, or refund the goods or part of them.
   5. 7.5  GEOTAS will be under no liability, or further obligation in relation to the goods if:
      1. (a)  the Purchaser fails to provide notice as set out above; and/or
      2. (b)  the Purchaser makes any further use of such goods after giving notice under the clause above relating to the damages and shortages and/or
      3. (c)  the defect arises because the Purchaser did not follow GEOTAS’ oral or written instructions about the storage, commissioning, installation, use and maintenance of the goods; and/or
      5. (e)  the defect arises from normal wear and tear of the goods; and/or
      6. (f)  the defect arises from misuse or alteration of the goods, negligence, wilful damage or any other act by Purchaser, Purchaser’s employees or agents or any third parties.
8. Force Majeure Event

8.1 If GEOTAS is partially or wholly precluded from complying with its obligations under these Standard Terms and Conditions by any circumstances beyond its reasonable control, including, but not limited to, strikes, lock-outs, accidents, war, fire, flood, Cargo lost at sea or destroyed in transit, explosion, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery, shortage or unavailability of raw materials from normal source of supply, act of god or any order or direction of any local, state or Federal government, government authority or instrumentality (Force Majeure Event), GEOTAS’ obligation to perform under the Standard Terms and Conditions shall be suspended for the duration of the actual delay arising directly out of the force majeure event.