Meridian Solutions Pty Ltd T/A TechnoTan – Terms & Conditions of Trade
1.1 “TechnoTan” shall mean Meridian Solutions Pty Ltd T/A TechnoTan its successors and, or any person acting on behalf of and with the authority of Meridian Solutions Pty Ltd T/A TechnoTan.
1.2 “Customer” shall mean the Customer (or any person acting on behalf of and with the authority of the Customer) as described on any literature or other form as provided by TechnoTan to the Customer.
1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
1.4 “Goods” shall mean Goods supplied by TechnoTan to the Customer (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by TechnoTan to the Customer.
1.5 “Services” shall mean all Services supplied by TechnoTan to the Customer and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
1.6 “Equipment” shall mean Equipment supplied by TechnoTan to the Customer (and where the context so permits shall include any supply of services) and is as described on the invoices, quotation, authority to hire, or any other work authorisation forms as provided by TechnoTan to the Customer.
1.7 “Price” shall mean the price payable for the Goods as agreed between TechnoTan and the Customer in accordance with clause 4 of this contract.
- The Commonwealth Trade Practices Act 1974 (“TPA”) and Fair Trading Acts (“FTA”)
2.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the TPA or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.
3.1 Any instructions received by TechnoTan from the Customer for the supply of Goods and/or the Customer’s acceptance of Goods supplied by TechnoTan shall constitute acceptance of the terms and conditions contained herein.
3.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
3.3 Upon acceptance of these terms and conditions by the Customer the terms and conditions are binding and can only be amended with the written consent of TechnoTan.
3.4 The Customer shall give TechnoTan not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer or any change in the Customer’s name and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s address, facsimile number, or business practice). The Customer shall be liable for any loss incurred by TechnoTan as a result of the Customer’s failure to comply with this clause.
3.5 Goods are supplied by TechnoTan only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Customer’s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade.
- Price And Payment
4.1 At TechnoTan’s sole discretion the price shall be either:
(a) as indicated on invoices provided by TechnoTan to the Customer in respect of Goods supplied; or
(b) TechnoTan’s current price at the date of delivery of the Goods according to TechnoTan’s current Price list; or
(c) TechnoTan’s quoted Price (subject to clause 4.2) which shall be binding upon TechnoTan provided that the Customer shall accept TechnoTan’s quotation in writing within thirty (30) days.
4.2 TechnoTan reserves the right to change the Price in the event of a variation to TechnoTan’ quotation.
4.3 Any products supplied at a promotional price requires payment in full within the terms specified. Failure to do so will require payment at normal prices plus interest as per clause 12. The difference will be charged and invoiced accordingly.
4.4 At TechnoTan’s sole discretion a deposit may be required, otherwise goods must be paid in full.
4.5 As a rule TechnoTan does not offer credit, and if credit is agreed to it will be on a case by case basis with strict payment terms. TechnoTan reserves the right to revoke credit terms at any time for any reason it seems fit.
4.6 At TechnoTan’s sole discretion:
(a) payment shall be due on delivery of the Goods; or
(b) payment “only for approved Customers” shall be due seven (7) days from the date of the invoice.
4.7 Only if credit terms have been agreed to in writing shall time for payment for the Goods be stated on the invoice or any other forms. If no time is stated then payment shall be due seven (7) days following the date of the invoice.
4.8 Payment will be made by cash, or by credit card, or by direct credit, or by any other method as agreed to between the Customer and TechnoTan.
4.9 Payment by credit card will be subject to a credit card transaction fee of 1.75% (1.95% for AMEX) unless otherwise agreed.
4.10 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.
4.11 If payment plan terms are agreed then the terms of the payment plan agreement shall apply, but in no way shall they vary the terms of these terms and in any event the terms of this agreement shall prevail without influencing any payment plan administration charges and/or interest if applicable.
- Delivery Of Goods
5.1 At TechnoTan’s sole discretion delivery of the Goods shall take place when:
(a) the Customer takes possession of the Goods at TechnoTan’s address; or
(b) the Customer takes possession of the Goods at the Customer’s nominated address (in the event that the Goods are delivered by TechnoTan or TechnoTan’s nominated carrier); or
(c) The Customer’s nominated carrier takes possession of the Goods in which event the carrier shall be deemed to be the Customer’s agent.
(d) Delivery will be deemed to have occurred as long as the courier confirms delivery or collection with or without a signature. Delivery with or without a signature must be confirmed at the time of each order.
(e) If the customer gives permission to leave their delivery without a signature then it is their responsibility to ensure there is a safe place to leave goods. TechnoTan will not take responsibility for loss of goods if permission to leave without a signature has been given. If customer cannot ensure of a safe place to leave goods then an alternative delivery address should be provided at the time of ordering.
5.2 At TechnoTan’s sole discretion the costs of delivery are in addition to the Price of the goods purchased unless the goods are collected by a courier nominated by the customer or collected by the customer.
5.3 If a company representative delivers the goods
(a) The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then TechnoTan shall be entitled to charge a reasonable fee for redelivery which will vary based on the courier used.
(b) Delivery of the Goods to a third party upon request to a nominated by the Customer is deemed to be delivery to the Customer for the purposes of this agreement.
(c) TechnoTan may deliver the Goods by separate installments. Each separate installment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
(d) The failure of TechnoTan to deliver shall not entitle either party to treat this contract as repudiated.
(e) TechnoTan shall not be liable for any loss or damage whatsoever due to failure by TechnoTan or a third party contracted by TechnoTan to deliver the Goods (or any of them) promptly or at all, where due to circumstances beyond the control of TechnoTan.
6.1 If TechnoTan retains ownership of the Goods nonetheless, all risk for the Goods passes to the Customer upon delivery.
6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, TechnoTan is entitled to receive payment in full by way of insurance proceeds or cleared funds in line with the standard company terms and conditions. The production of these terms and conditions by TechnoTan is sufficient evidence of TechnoTan’s rights to receive payment in full without the need for any person dealing with TechnoTan to make further enquiries.
6.3 Where the Customer expressly requests TechnoTan to leave Goods outside TechnoTan’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk and it shall be the Customer’s responsibility to ensure the Goods are insured adequately or at all.
- Equipment Hire
7.1 Equipment if hired shall at all times remain the property of TechnoTan and is returnable on demand by TechnoTan. In the event that the Equipment is not returned to TechnoTan in the condition in which it was delivered TechnoTan retains the right to charge the Price of repair or replacement of the Equipment.
7.2 The Customer shall;
(a) keep the Equipment in their own possession and control and shall not assign the benefit of the Equipment nor be entitled to lien over the Equipment.
(b) operate the equipment in accordance with the Customer’s instructions and for the purpose for which is was designed
(c) not alter or make any additions to the Equipment including but without limitation altering, make any additions to, defacing or erasing any identifying mark, plate or number on or in the Equipment or in any other manner interfere with the Equipment.
(d) keep the Equipment, complete with all parts and accessories, clean and in good order as delivered, and shall comply with any maintenance schedule as advised by TechnoTan to the Customer.
7.3 The Customer accepts full responsibility for the safekeeping of the Equipment and the Customer agrees to insure, or self insure, TechnoTan’s interest in the Equipment and agrees to indemnify TechnoTan against physical loss or damage including, but not limited to, the perils of accident, fire, theft and burglary and all other usual risks and will effect adequate Public Liability Insurance covering any loss, damage or injury to property or persons arising out of the use of the Equipment. Further, the Customer will not use the Equipment nor permit it to be used in such a manner as would permit an insurer to decline any claim.
8.1 TechnoTan and the Customer agree that ownership of the Goods shall not pass until:
(a) the Customer has paid TechnoTan all amounts owing for the particular Goods; and
(b) the Customer has met all other obligations due by the Customer to TechnoTan in respect of all contracts between TechnoTan and the Customer.
(c) If the customer enters into a voluntary arrangement or liquidation it is understood that the Customer will return all goods where title has not clearly passed in full or TechnoTan goods to the value of the debt direct to TechnoTan at the cost of the customer.
8.2 Receipt by TechnoTan of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then TechnoTan’ ownership or rights in respect of the Goods shall continue.
8.3 It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until TechnoTan shall have received payment and all other obligations of the Customer are met; and
(b) until such time as ownership of the Goods shall pass from TechnoTan to the Customer TechnoTan may give notice in writing to the Customer to return the Goods in part or full to TechnoTan. Upon such notice the rights of the Customer to obtain ownership or any other interest in the Goods shall cease; and
(c) TechnoTan shall have the right of stopping the Goods in transit whether or not delivery has been made; and
(d) if the Customer fails to return the Goods to TechnoTan then TechnoTan or TechnoTan’ agent may enter upon and into land and premises owned, occupied or used by the Customer, or any premises as the invitee of the Customer, without trespass to TechnoTan or any of its Agents, where the Goods are situated and take possession of the Goods; and
(e) the Customer is only a bailee of the Goods and until such time as TechnoTan has received payment in full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Customer owes to TechnoTan for the Goods, on trust for TechnoTan; and
(f) the Customer shall not deal with the money of TechnoTan in any way which may be adverse to TechnoTan; and
(g) the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of TechnoTan; and
(h) TechnoTan can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Customer; and
(i) until such time that ownership in the Goods passes to the Customer, if the Goods are converted into other products, the parties agree that TechnoTan will be the owner of the end products.
9.1 The Customer shall inspect the Goods on delivery and shall within Twenty-four (24) hours of delivery (time being of the essence) notify TechnoTan of any alleged defect, shortage in quantity, damage or failure to comply with the description or quotation. The Customer shall afford TechnoTan an opportunity to inspect the Goods within a reasonable time (up to 4 weeks depending on location) following delivery if the Customer believes the Goods are defective in any way. If the Customer shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which TechnoTan has agreed in writing that the Customer is entitled to reject at no cost to TechnoTan, TechnoTan’s liability is limited to either (at TechnoTan’s discretion) replacing the Goods or repairing the Goods except where the Customer has acquired Goods as a consumer within the meaning of the Trade Practices Act 1974 (CWlth) or the Fair Trading Acts of the relevant state or territories of Australia, and is therefore also entitled to, at the consumer’s discretion either a refund of the purchase price of the Goods, or repair of the Goods, or replacement of the Goods.
9.2 Goods will not be accepted for return other than in accordance with 9.1 above.
- Intellectual Property
10.1 Where TechnoTan has designed, drawn or written Goods for the Customer, then the copyright in those designs and drawings and documents shall remain vested in TechnoTan, and shall only be used by the Customer at TechnoTan’s discretion.
10.2 The Customer warrants that all designs or instructions to TechnoTan will not cause TechnoTan to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify TechnoTan against any action taken by a third party against TechnoTan in respect of any such infringement.
10.3 The Customer hereby agrees that TechnoTan may utilise images of the Goods designed or drawn by TechnoTan in advertising, marketing, or competition material by TechnoTan.
11.1 For Goods not manufactured by TechnoTan, the warranty shall be the current warranty provided by the manufacturer of the Goods. TechnoTan shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.
- Default & Consequences of Default
12.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and one half percent (2.5%) per calendar month (and at TechnoTan’ sole discretion such interest shall compound monthly at such a rate) after and as well as before any judgment.
12.2 In the event that the Customer’s payment is dishonoured for any reason the Customer shall be liable for any dishonour fees incurred by TechnoTan.
12.3 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify TechnoTan from and against all costs and disbursements incurred by TechnoTan in pursuing the debt including legal costs on a solicitor and own client basis and TechnoTan’ collection agency costs which will vary on a case by case basis depending on the collection agency and on top of other charges (up to 30% additional admin fee).
12.4 Without prejudice to any other remedies TechnoTan may have, if at any time the Customer is in breach of any obligation (including those relating to payment), TechnoTan may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. TechnoTan will not be liable to the Customer for any loss or damage the Customer suffers because TechnoTan has exercised its rights under this clause.
12.5 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees in addition to any interest being added as per Clause 12.1 which sum shall become immediately due and payable and if not payable shall also be subject to interest.
12.6 If TechnoTan suffers any loss due to bank charges it reserves the right to charge the Customer such charges in full plus and administration fee of 25%.
12.7 TechnoTan reserves the right to obtain funds via credit card without notification should a credit card be recorded on file with the customers permission should an account become overdue
12.8 TechnoTan will not be liable for any charges received by the Customer as a result of any credit card payments being processed.
12.9 Without prejudice to TechnoTan’s other remedies at law TechnoTan shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to TechnoTan shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to TechnoTan becomes overdue, or in TechnoTan’s opinion the Customer will be unable to meet its payments as they fall due; or
(b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
- Security And Charge
13.1 Despite anything to the contrary contained herein or any other rights which TechnoTan may have howsoever:
(a) where the Customer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to TechnoTan or TechnoTan’s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Customer and/or the Guarantor acknowledge and agree that TechnoTan (or TechnoTan’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all payments and other monetary obligations payable here under have been met.
(b) should TechnoTan elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Customer and/or Guarantor shall indemnify TechnoTan from and against all TechnoTan’s costs and disbursements including legal costs on a solicitor and own client basis.
(c) the Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint TechnoTan or TechnoTan’ nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 13.1.
14.1 TechnoTan may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice TechnoTan shall repay to the Customer any sums paid in respect of the Price. TechnoTan shall not be liable for any loss or damage whatsoever arising from such cancellation.
14.2 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by TechnoTan (including, but not limited to, any loss of profits, damage or depreciation) up to the time of cancellation and return of the goods to TechnoTan’s main point of dispatch.
14.3 If goods are returned by the customer due to change of mind and there is no evident default then a 10% restocking fee will be charged to the customers account.
- Privacy Act 1988
15.1 The Customer and/or the Guarantor/s agree for TechnoTan to obtain from a credi reporting agency a credit report containing personal credit information about the Customer and Guarantor/s in relation to credit provided by TechnoTan.
15.2 The Customer and/or the Guarantor/s agree that TechnoTan may exchange information about the Customer and the Guarantor/s with those credit providers either named as trade referees by the Customer or named in a consumer credit report issued by a credit reporting agency for the following purposes:
(a) to assess an application by Customer; and/or
(b) to notify other credit providers of a default by the Customer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
(d) to assess the credit worthiness of Customer and/or Guarantor/s.
15.3 The Customer consents to TechnoTan being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
15.4 The Customer agrees that personal credit information provided may be used and retained by TechnoTan for the following purposes and for other purposes as shall be agreed between the Customer and TechnoTan or required by law from time to time:
(a) provision of Goods; and/or
(b) marketing of Goods by TechnoTan, its agents or distributors in relation to the Goods; and/or
(c) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to provision of Goods; and/or
(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Customer; and/or
(e) enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in the Customer’s account in relation to the Goods.
15.5 TechnoTan may give information about the Customer to a credit reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Customer; and/or
(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Customer.
- Unpaid TechnoTan’ Rights
16.1 Where the Customer has left any item with TechnoTan for repair, modification, exchange or for TechnoTan to perform any other Service in relation to the item and TechnoTan has not received or been tendered the whole of the Price, or the payment has been dishonoured, TechnoTan shall have:
(a) a lien on the item;
(b) the right to retain the item for the Price while TechnoTan is in possession of the item;
(c) a right to sell the item.
16.2 The lien of TechnoTan shall continue despite the commencement of proceedings, or judgment for the Price having been obtained.
17.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
17.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Western Australia and are subject to the jurisdiction of the courts of Western Australia.
17.3 TechnoTan shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by TechnoTan of these terms and conditions.
17.4 In the event of any breach of this contract by TechnoTan the remedies of the Customer shall be limited to damages which under no circumstances shall exceed the Price of the Goods.
17.5 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by TechnoTan nor to withhold payment of any invoice because part of that invoice is in dispute.
17.6 TechnoTan may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
17.7 The Customer agrees that TechnoTan may review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which TechnoTan notifies the Customer of such change which can either be in writing, by email or posted on the TechnoTan website. TechnoTan cannot be held responsible for none delivery of any notification subject to change of address or contact details. Changes to these terms will always be available on the company website.
17.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
17.9 The failure by TechnoTan to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect TechnoTan’s right to subsequently enforce that provision.
17.20 It is understood that if free samples are supplied all samples are limited to one per customer once only and does not cover all products in the range. If additional samples are requested then there will be a charge per sample.
A copy of these terms will be made available in print upon request and will always be available on the company website – www.technotan.com.au.