Terms and Conditions Statement
Spot Networks Pty. Ltd. ABN 19 091 374 784 Trading As ArcFlashWear
The following terms and conditions together with any other rules and policies posted on this website constitute an agreement between ArcFlashWear and you, the visitor/customer, governing your access and use of all content and functionalities available on the ArcFlashWear website and any related micro-sites accessed using the URL www.arcflashwear.com or www.arcflashwear.com.au and related domain names and any other website or micro-website of ArcFlashWear (collectively the 'Website'). ArcFlashWear is a trading division of Spot Networks Pty. Ltd., a proprietary limited Company registered in Australia, whose principal place of business is located at 57 Cameron Street, Launceston 7250, Tasmania, Australia. By visiting this website, you are accepting and consenting to the practices described in the following Terms and Conditions Statement. We may modify the Terms and Conditions Statement from time to time and your continued use of this website (or any of our other Sites) following such change shall signify your agreement to be bound to the modified Terms and Conditions Statement.
1. In the following terms and conditions:
a. ‘we’, ‘us’ and ‘our’ refers to Spot Networks Pty. Ltd. ABN: 19 091 374 784 trading as ArcFlashWear and where this context requires this will include its Directors, employees, authorised agents, successors and permitted assigns and,
b. ‘you’, ‘your’ refers to (you) the customer/buyer and where this context requires this will include your Directors, employees, authorised agents, successors and permitted assigns.
2. We reserve the right at any time between the time of quotation and/or order and the date of final delivery arrangements of the goods or provision of services to make any reasonable adjustment to prices. Listed prices are subject to change without notice and without recourse to us and quoted prices are determined subject to order quantities and manufacturing options. Prices for Australian customers will be quoted GST¹ inclusive in AUD ($) while International customers will be quoted GST¹ exclusive in AUD ($), or if requested, USD ($), GBP (£) or EUR (€). Other currency pricing for International customers will be considered on request. For Account Settlement procedures, please refer to Account Settlement.
Currency and Imported Goods - where goods are imported into Australia by us, any adverse variation in the quoted price arising from fluctuation in exchange rates between the date of your order and the date of our payment will be to your account.
¹GST refers to the Australian Government's Goods and Services Tax which is currently 10%.
3. We reserve the right to request prepayment on account of commitment to manufacturing and/or order fulfilment, whether by way of a payment in cash deposited to our Company's bank account or by Bank Guarantee provided by your Bank. We reserve the right to negotiate prepayments on account of commitment to manufacturing and/or order fulfilment on an individual customer basis. The negotiated prepayment could range from a one hundred (100) per cent prepayment, either by way of a payment in cash or Bank Guarantee or structured prepayments on account of commitment to manufacturing and/or order fulfilment milestones being met. Delivery dates and times quoted for delivery of goods, or the provision of services, are estimates only and we shall not be liable for any loss or damage howsoever arising as a result or consequence of any failure to deliver or delay in delivery of any goods or services arising from any circumstances of whatsoever nature which are outside our control. You shall not be relieved of any obligation to accept or pay for goods or services by reason of any delay in delivery, dispatch or performance. We reserve the right to deliver by way of partial shipments and each partial shipment shall be deemed to be sold under a separate sales contract. Failure to deliver any shipment shall not entitle you to rescind or repudiate the sales contract.
4. An official order, in writing on company letterhead, or equivalent, must be issued to us before any delivery can be effected. Orders must clearly state: Order Number, Name and Signature of Purchasing Officer, Product Code(s), Configuration(s) Required, Unit Pricing and Total Order Value, Delivery Address, Delivery Date/Schedule required, Invoice Address, Special Requirements/Conditions etc. Once you have lodged your order with ArcFlashWear, you will receive an email acknowledging the details of your order. This email is NOT an acceptance of your order. Unless you cancel your order, acceptance of your order will be perfected upon completion of the packing of your order at which time you will receive a second email containing your tracking number (if applicable) and confirmation that your order has been dispatched. The sale contract is therefore enacted in the State of Tasmania, Australia and the language of the contract is English. We reserve the right not to accept your order in the event, for example, that we are unable to obtain authorisation for payment, that shipping restrictions apply to a particular item, that the item(s) ordered are out of stock or does not satisfy our quality control standards and is withdrawn, or that you do not meet the eligibility criteria set-out within the Terms and Conditions Statement.
5. Until we have been paid in full for all goods supplied to you under any contract whatsoever between you and us:
a. The goods shall remain as our property. In situations where credit terms have been negotiated and extended and for Retention of Title type sales agreements, that is, where you have possession of the goods, have not paid for them and have not acquired title from us pending full payment being satisfied, ArcFlashWear will have a security interest pursuant to the Personal Property Securities Act 2009 (Cth) ("PPSA") and will be entitled to register its interest on the Personal Property Securities Register as a Purchase Money Security Interest or other security interest. ArcFlashWear will enforce its rights under the PPSA in respect of its security interest if you breach the Terms and Conditions Statement. You waive your right to receive notices from ArcFlashWear of:
(1) a verification statement under section 157 of the PPSA,
(2) a statement of account under section 132 of the PPSA and
(3) any proposal of ArcFlashWear to retain the secured ArcFlashWear goods under section 135 of the PPSA.
If requested, you must provide to ArcFlashWear any information that ArcFlashWear may deem necessary to enable its security interest to be registered. You must, at your own expense, insure the goods to their full value until property in them passes to you.
b. You shall store the goods separately and in such a way that they can be readily identified as being our property.
c. Subject to (d) and (e), you shall be at liberty to sell the goods in the ordinary course of business on the basis that you shall be under a fiduciary duty to us and to account to us for the proceeds of such sale but may deduct from such proceeds any excess of such proceeds of the total amount due from you to us under any contract whatsoever, provided that you shall have no authority to enter into any contract of sale on behalf of us. Any contract or sale shall be accordingly concluded in your name.
d. We may at any time revoke your power of sale by notice to you if you are in default of payment of any sum whatsoever due to us in respect of any goods or services supplied to you by us or any other sums whatsoever or if any bill of exchange, cheque or any other negotiable instrument drawn or accepted by you in favour of us is dishonoured on presentation for payment or if we have bona fide doubts as to your solvency.
e. Your power of sale shall automatically cease in the event of the appointment of a Receiver, Receiver and Manager, Administrator or Controller over any, or all of your assets or undertakings or upon the commencement of a winding up application, the appointment of a Liquidator or if you call a meeting of, or make any arrangement or composition with creditors or commit any act of bankruptcy.
f. Upon determination of your power of sale under (d) or (e) you shall place the goods at our disposal and we shall be entitled to enter upon any of your premises for the purpose of repossessing such from the premises.
g. Terms thereafter will be on a strictly cash basis only. Sales will be made subject to our standard Terms and Conditions of sale. In consideration of us granting you credit facilities it is irrevocably agreed as follows:
(1) All goods obtained from us shall be at your risk immediately upon delivery from the agreed delivery point.
(2) Notwithstanding that the risk in any such goods had passed to you, title and property in all goods shall remain with us until such times as full payment is made to us for all amounts owing by you in such a way so that your total indebtedness to us under our terms and conditions of sales is discharged.
It is acknowledged that points (1) and (2) have been specifically drawn to your attention, that you have read and fully understand the Terms and Conditions and accept them without reservation.
6. In the event of you failing to pay any outstanding account owing by you to us or you entering into any scheme of arrangement with your creditors or going into receivership or liquidation, we shall be entitled to a general lien on all property or goods belonging to you in our possession for any outstanding amount owing by you to us. In case contra accounts exist, we have the right to offset the amounts outstanding in all accounts and the net balance will become due and payable immediately.
7. Failure by us to insist upon strict performance of any term or condition herein shall not be deemed a waiver thereof or of any rights we may have, and shall not be deemed a waiver of any subsequent breach of any term or condition.
8. Goods arriving in a condition rendering them unfit for purpose or not as requested by you shall be dealt with by negotiation and no goods will be accepted for return without prior authorisation from ArcFlashWear. All goods that are to be returned to us must be approved prior to shipping and allocated a reference number. We reserve the right to charge a restocking fee of 15% plus freight cost. No returned goods will be accepted after 60 days from the date of shipment and no returns will be accepted for special or custom designed goods.
9. Save as expressly provided for in other contracts, we shall not be liable to you or your servants, agents, customers or representatives for any direct, indirect, incidental or consequential loss or damages of any nature howsoever caused (whether based on tort or contract or otherwise) including but not limited to loss of profits, loss of production, loss of sales opportunity or business reputation, direct or indirect labour costs and overhead expenses and damage to equipment or property or any other claim whatsoever arising directly or indirectly or in any way attributable to the performance of the sales contract and in no event shall any claim be recognised unless the claim is in writing and received by us within fourteen (14) days of the date of delivery. In any event, our liability under any sales contract is limited to the replacement of the goods or the supply of equivalent goods or the repair of the goods.
10. These terms and conditions are deemed to be incorporated into all quotations and sales contracts (express or implied) for the supply of goods and services to you and supersede all terms and conditions previously issued by us. We reserve the right to amend these terms and conditions at any time and you agree that the posting of the amended terms and conditions on our website will serve as notice to you of the amendments. No sales contract for the supply of goods or provision of services shall exist between us and you except upon these terms and conditions unless their exclusion or modification is agreed to in writing by us. Any order placed by you is deemed to be an order incorporating these terms and conditions notwithstanding any inconsistencies in your order. Each order by you is subject to acceptance or rejection by us and is not binding on us prior to our acceptance of it. We may refuse to proceed with any sales contract at any time if your credit is or becomes unsatisfactory to us.
11. You request that we supply you with goods and/or services for which you undertake to pay us the agreed price(s) within the terms agreed. National customer payment terms will be determined by negotiation on an individual basis between us and you. If no such terms have been agreed, payment will be by cleared funds before delivery. All overdue amounts are subject to a penalty interest rate of 15% per annum calculated on a daily basis. Standard International customer payment terms are Irrevocable Documentary Letter of Credit (DLC) accompanied by exchange of original Bills of Lading or full settlement by Electronic Funds Transfer (EFT) unless otherwise determined.
12. Trade practices and common law matters pertaining to the supply of goods and/or provision of services to you are deemed to be governed and fall within the jurisdiction of contract laws, Australian Federal Government statutes and international trade agreements, administered by the Commonwealth of Australia and the State of Tasmania.