In these Terms and Conditions unless the context otherwise requires:
“Techano” shall mean GPCA T/A Techano and its successors and assigns. “You” shall mean the individual, partnership or corporation to whom credit may be granted and/or Goods are supplied by Techano. “Goods” shall mean Goods supplied by Techano to you (and where the context so permits shall include any supply of services). ‘PPSA’ means the Personal Properties Securities Act 2009. ‘PMSI’ means a purchase money security interest as defined by the PPSA. “security interest”, “purchase money security interest”, “attached”, “attachment”, “perfected”, “accession”, “commingled” and all related terms have the meanings given them by the PPSA.
(a) Techano agrees to sell to you and you agree to purchase from Techano subject to these Terms and Conditions.
(b) Before placing an Order with Techano you must have a commercial trading account with Techano.
(c) Unless otherwise agreed in writing, all quotations are made, and all Orders are accepted subject to these Terms and Conditions notwithstanding anything that may be stated to the contrary on your enquiries or Orders.
(d) This document embodies the sole terms and conditions of contract between Techano and you, and shall supersede all other conditions and agreements between the parties unless expressly amended in writing.
(e) No alteration or variation of these Terms and Conditions shall be binding on Techano unless authorised by Techano in writing
(a) You may place an Order with Techano in accordance with the facility established on Techano’s Website for Internet Orders.
(b) An Order by you is an offer to purchase Goods for the price listed by Techano on its Website along with applicable delivery charges, including any international delivery charges specified by Techano.
(c) If delivery charges are not able to be specified at the time you wish to place an Order
(e.g., for supply of Goods outside of Australia) you should contact Techano’s customer enquiry centre at email@example.com to ascertain Techano’s willingness to supply and the applicable delivery charges before placing the Order.
(d) Techano will use its best endeavours to accept your Order, but is under no obligation to do so.
(e) Each Order, if accepted by Techano, is a separate binding agreement made in accordance with these Terms and Conditions.
(f) Upon accepting an Order from you Techano will acknowledge acceptance of your Order by
sending you an invoice for the cost of the Goods and applicable delivery charges.
(g) If Techano is unable to accept your Order for any reason Techano will as soon as possible send you notification that your Order has not been accepted or cancelled.
(h) The Goods will be dispatched to you as soon as possible after acceptance of your Order and subject to your obligation under these Terms and Conditions to make full payment at the time of
placing the Order.
(i) You warrant to Techano that all information provided by you in each Order is true and correct.
(a) Full payment for an Order is required upon an Order being placed unless credit terms have been granted or otherwise notified by Techano in writing.
(b) Payment can be made either by Direct Credit (EFT) into Techano’s account, Credit Card, or Paypal).
(c) Techano may apply a payment received from you to any accounts owed by you (including
interest, part payment of an invoice, administration, collection and other costs) in any Order.
(d) All payments must be made without retention, deduction or set-off of any kind.
(e) Interest is payable on overdue accounts at the rate prescribed under the Penalty Interest Rates Act 1983 (QLD) plus an additional 2%. Any payment received will be applied first against any interest accrued.
(f) If you default in payment of any invoice when due, you shall indemnify Techano from and against all Techano’s loss and damage in respect of any recovery action including, without limitation, all solicitors’ fees (on an indemnity basis), commercial agents’ commission, bank fees, freight, insurance, loss of profit and interest.
(g) Without prejudice to any other remedies Techano may have, if at any time you are in breach of any obligation (including those relating to payment), Techano may suspend or terminate the supply of Goods to you and any of its other obligations under these Terms and Conditions including, but not limited to, ceasing the provision of further credit to you. Techano will not be liable to you for any loss or damage you suffers because Techano exercised its rights under this clause.
(h) In addition to any right of lien or other security to which Techano may be entitled by law, Techano shall in the event of your insolvency, be entitled to a general lien on all Goods of you in Techano’s possession, even if such Goods or some of them may have been paid for, against any outstanding amount for these or any other Goods sold and delivered by Techano to you, under this or any other contract.
(i) If you default in any payment or commit any act of insolvency, Techano may, without prejudice to its own rights, suspend further deliveries, require payment in advance for all such deliveries, or terminate any contract forthwith, by written notice to you.
(j) You may be charged administration charges if:
(i) you request alterations to an Order, and/or
(ii) you fail to provide accurate and correct billing and delivery details at the time you place your Order.
(k) Any discount offered by Techano is at its complete discretion and will only be available provided you are not in breach of any part of these Terms and Conditions and you are not in default in any of your dealings with Techano.
(l) Failure by Techano to take action for a breach of these Terms and Conditions will not constitute a waiver of our rights and remedies arising from that breach and we reserve our entitlement to enforce our rights and remedies in relation to that breach or any other situation where you commit a breach of these Terms and Conditions. Any waiver of any provision of these Terms and Conditions will be effective only if it is in writing and executed by Techano.
(a) It is the intention of Techano and agreed by you that property in the Goods shall not pass until:
(i) you have paid all amounts owing to Techano; and
(ii) you have met all other obligations due by you to Techano in respect of all contracts between Techano and you, and that the Goods, or proceeds of the sale of the Goods shall be kept separate until Techano has received payment and all other obligations of you are met.
(b) It is further agreed that:
(i) you shall not deal with the money of Techano in any way which may be adverse Techano;
(ii) the property in the Goods remains with Techano and you agree to hold the Goods as bailee for Techano;
(iii) if you fail to return the Goods to Techano upon demand then Techano or Techano’s agent may terminate the bailment and enter upon and into land and premises owned, occupied or used by you, or any premises as the invitee of you, where the Goods are situated and take possession of the Goods, without being responsible for any damage caused;
(iv) receipt by Techano 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 Techano’s ownership of rights in respect of the Goods shall continue;
(v) you shall not charge the Goods in any way or grant nor otherwise give any interest in the Goods while they remain the property of Techano;
(vi) Techano may require payment of the amount due from you for Goods sold or the balance of such amount with any other amounts due from you to Techano arising out of these Terms and Conditions, and Techano may take any lawful steps to require payment of such amounts due; and
(vii) Techano can issue proceedings to recover any amounts due from you to Techano notwithstanding that ownership of the Goods may not have passed to you.
(c) You hereby acknowledge that these Terms and Conditions constitute a security agreement which creates a security interest in favour of Techano in all Goods previously supplied by Techano to you (if any) and all after acquired Goods supplied by Techano to you (or for your account) to secure the payment from time to time and at a time, including future advances. You agree to grant a
“Purchase Money Security Interest” to Techano.
(d) You acknowledge and agree that by assenting to these terms you grant a security interest
(by virtue of the retention of title clause in these Terms and Conditions of Trade) to Techano and all Goods previously supplied by Techano to you (or for your account) and these terms shall apply notwithstanding anything express or implied to the contrary contained in your purchase Order.
(e) You undertake to:
(i) sign any further documents and/or provide any further information (which information you warrant to be complete, accurate and up-to-date in all respects) which Techano may reasonably require to enable registration of a financing statement or financing change statement on the Personal Property Securities Register (“PPSR”);
(ii) not register a financing change statement as defined in section 10 of the PPSA or make a demand to alter the financing statement pursuant to section 178 of the PPSA in respect of the Goods without the prior written consent of Techano;
(iii) give Techano not less than 14 days written notice of any proposed change in your name and/or any other changes in your details (including by not limited to changes in your address, facsimile number, email address, trading name or business practice);
(iv) pay all costs incurred by Techano in registering and maintaining a financing statement (including registering a financing change statement) on the PPSR and/or enforcing or attempting to enforce the security interest created by these Terms and Conditions of Trade including executing subordination agreements;
(v) be responsible for the full costs incurred by Techano (including actual legal fees and disbursements on a solicitor and client basis) in obtaining an Order pursuant to section 182 of the PPSA; and
(vi) you waive any rights you may have under sections 115 of the PPSA upon enforcement.
(f) Pursuant to section 157 of the PPSA, unless otherwise agreed to in writing by Techano, you waive the right to receive the verification statement in respect of any financing statement or financing change statement relating to the security interest.
(g) You agree that immediately on request by Techano you will procure from any persons considered by Techano to be relevant to its security position such agreement and waivers as Techano may at any time require.
(a) The risk in the Goods purchased shall unless otherwise agreed in writing pass to you upon delivery to you or your agent or to a carrier commissioned by you.
(b) You are deemed to accept delivery of Goods when the said Goods are placed at your disposal at the named place of delivery and all subsequent transportation of the said Goods shall be carried out at your expense and risk.
(c) Techano shall have the right to charge you with all costs incurred due to storage, detention, double cartage, or similar causes, whether or not the costs are incurred at your request, if occasioned by your inability or failure to accept delivery of Goods when delivered or ready for delivery by Techano. Should you for any reason be unable or fail to accept delivery of the Goods
Techano shall have the right to deposit the Goods in any place of storage nominated by you or failing such nomination in any store determined by Techano. Delivery to such storage shall in all respects be deemed to be delivery to you.
(d) If, upon taking delivery of the Goods, you or your agent sign a receipt for the Goods which states that the said Goods were received in good order and condition or words to that effect, and the Goods are later found to have been damaged in transit, or part of the Goods are found to be missing, and the signing of the said receipt thereby prejudices a possible claim by Techano or you against a third party, Techano shall be free from all liabilities with respect to the loss or damage for which Techano does not recover from the third party.
Techano will make all reasonable efforts to have the Goods delivered to you as soon as possible or on the date(s) agreed between the parties as the delivery date(s), but Techano is under no liability whatsoever if delivery is not made by the date(s) agreed or if there is otherwise a delay in delivery of the Goods to you. Any delivery date specified is an estimate and approximate only.
Techano accepts no liability and shall not be or be deemed to be in fault or breach of any contract where delivery within any time agreed is prevented or hindered by reason of delays in manufacture or transportation arising from any of the following causes or being in any way
incidental: Acts of god, wars, insurrection or internal disturbances, fires, floods or accidents, breakdowns of plant or machinery, unavailability of or delays in shipping or other transport strikes or lockouts of workmen, shortages or other default by suppliers of fuel, power or raw
material, or any unforeseen happenings or events beyond Techano’s control.
(a) You shall inspect the Goods immediately on arrival and shall, within two business (2) days from receipt of the Goods, give notice to Techano in writing of any matter or thing by reason of which you may allege that the Goods are not in accordance with the Order. If you fail to give such notice, the said Goods shall be deemed to be in all respects in accordance with the Order and you shall be bound to accept and pay for same accordingly.
(b) No claim shall be made against Techano unless at the time the Goods in question are intact as
a whole. You hereby covenant to allow Techano access to the Goods in any way required for Techano’s investigation (if any) of your claim. Acceptance or disposal of any part of the consignment of Goods in question is hereby deemed and agreed to constitute acceptance of the whole consignment of Goods and an acknowledgement and acceptance by you that you have forfeited any rights whatsoever to make any claim in respect of the said consignment of Goods.
(c) Any liability incurred by Techano to you is limited to the replacement of the Goods, or (at the option of Techano) to refund the price paid by you. Any damages recoverable from Techano as a result of any proven breach by it of its contractual obligations, shall not include consequential damages, and shall not extend to loss of profit, resale, storage or other charges. Investigation of any claim by Techano shall not constitute or be constructed as an admission of liability by Techano. It shall be a condition precedent to the making of any claim whatsoever against Techano that you have paid in full to Techano all moneys owing by it.
(d) Compensation for short deliveries shall be limited to refund of an amount not exceeding the value of the agreed shortfall at the selling price. Techano accepts no liability or responsibility for damage to Goods or shipping containers or packages and the like, or for labour charges in the counting or assessing of any claim.
(e) Returns will not be accepted after fourteen (14) days from invoice date. Invoice number and purchase date must be supplied when returning Goods. Goods cannot be returned without the prior written approval of Techano. Approved returns must be freight prepaid by you.
(a) No cancellation or suspension of any Order or part of any Order by you shall be binding on Techano unless accepted in writing by a duly authorised officer of Techano.
(b) In the event of Techano agreeing to suspend or cancel an Order or part of any Order, Techano reserves the right to demand what it considers to be a fair and reasonable price and/or compensation, at Techano’s option and any amount paid by you may be non-refundable at the election of Techano.
All warranties guarantees and conditions other than those expressly stated in these Terms and Conditions, and whether implied by statute, common law, custom of the trade, or otherwise, are to the extent as the law permits, expressly excluded.
All contracts made with Techano shall be deemed to be made in QLD, Australia and the parties submit to the jurisdiction of the appropriate Courts in or nearest QLD.
f any provision of these Terms and Conditions shall be invalid, void or illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.