Terms and Conditions of Sale


INDUSTRIAL PRECISION INSTRUMENTS PTY LTD
TERMS AND CONDITIONS OF SALE

ABN: 27 063 544 392
Unit 12, 634 - 644 Mitcham Road, Vermont VICTORIA 3133

1.    INTERPRETATION
1.1.    In these terms and conditions:
1.2.    "IPI" means Industrial Precision Instruments Pty Ltd ABN: 27 063 544 392 and any related body corporate as defined in the Corporations Act 2001 (Cth) and its successors and assigns.
1.3.    "Goods" means any goods supplied by IPI.
1.4.    "Services" means any services provided by IPI.
1.5.    "Customer" means the person whose order is received by IPI together with his or her heirs executors administrators successors and assigns.

2.    PRIVACY POLICY
2.1.    IPI is committed to protecting your privacy. We only collect personal information that is voluntarily given and use it only with your express consent. Personal information is used to fulfil your requests and requirements, such as processing orders, responding to inquiries, and conducting surveys.
2.2.    You can retract your consent to the use and storage of your personal information at any time.
2.3.    All data disclosed is stored and handled exclusively within our company. No personal information will be shared with third parties without your consent. We have implemented measures to protect your data from unauthorized access.
2.4.    For data corrections or removal, or any additional questions, please contact us.

3.    COPYRIGHT
3.1.    The contents of this website are protected by copyright, and all rights belong exclusively to IPI. Reproduction for commercial purposes, or any other commercial use of the contents, particularly graphic material or images, is not permitted without written permission from IPI.

4.    SALES PRICES
4.1.    Prices of sale are determined by IPI as listed and quoted.
4.2.    Prices are quoted in Australian Dollars and are inclusive of import duties, inward freight, and clearance costs.
4.3.    Prices are exclusive of GST. They are ex our Vermont store. Packing & outward freight is not included unless previously agreed in writing. Prices are calculated from current rates of exchange and may be varied without prior notice.
4.4.    All invoices issued will attract GST at 10% of the total amount including delivery and packing charges. All service, repair, and calibration charges are subject to GST at 10%.

5.    TERMS OF PAYMENT
5.1.    The Customer agrees to pay all amounts due in clear funds within IPI’s agreed timeframe, but no later than 30 days from the date of invoice (“due date”).
5.2.    If the Customer fails to pay by the due date, IPI is entitled to:
5.2.1.    Charge a late payment administration fee of the higher of $100 or 2% on all outstanding amounts as at the due date;
5.2.2.    Charge interest at the rate set under the Penalty Interest Rate Act plus 2%, calculated on the monies due and unpaid during the period of default;
5.2.3.    Recover all collections costs including legal costs and expenses on a full indemnity basis arising from the collection of any overdue monies;
5.2.4.    Withhold or cease supply; and
5.2.5.    Sue for the money owing on the Goods or services provided.
5.3.    In the event this agreement is entered into by more than one party, each party shall be jointly and severally liable for any amounts overdue.
5.4.    IPI reserves the right to change payment terms at any time when, in IPI’s opinion, the financial status of the Customer warrants.

6.    PAYMENT PROVIDER
6.1.    All payments in our online shop are handled by our payment provider PayPal Australia Pty Limited. You transfer your payment data via a secure https connection to the servers of PayPal. This transfer is solely for the settlement of your payment. Please refer to the privacy policy of PayPal (https://www.paypal.com/au/webapps/mpp/ua/privacy-full).

7.    DELIVERY DATES
7.1.    Delivery times made known to the Customer are estimates only, and IPI is not liable for late delivery or non-delivery.
7.2.    IPI shall make every effort to meet quoted delivery dates but shall not be liable for any failure in this regard. Such failure shall not be grounds for cancellation.
7.3.    IPI is not liable for any loss, damage, or delay occasioned to the Customer or its Customers arising from late or non-delivery of the Goods or Services.
7.4.    IPI may, at its option, deliver the Goods or Services to the Customer in any number of instalments.

8.    SHIPMENT, RISK, PASSAGE OF TITLE, PACKING
8.1.    IPI shall ship in accordance with the Customer’s written instructions. In the absence of such instructions, IPI shall ship at its discretion in the most appropriate manner.
8.2.    Unless otherwise agreed in writing, the Goods are at the Customer’s risk upon the earliest to occur of them leaving IPI’s premises, being delivered to a carrier, or being collected from IPI by the Customer or their authorised representative.
8.3.    Unless otherwise agreed in writing, suitable packing for outward freight is included in the sales price.
8.4.    Title to the Goods does not transfer to the Customer until the invoice has been paid in full in accordance with clause 5 above and the amount has been credited to IPI’s nominated account.
8.5.    The Customer must inspect the Goods immediately on delivery and within five (5) business days of delivery give notice to IPI of any defect or allegation that the Goods are not in accordance with the Customer’s order. Unless a notice is given by the Customer pursuant to this clause, the Goods will be deemed satisfactory, and the Customer must then pay for them. No claims will be accepted after the said five (5) business day period.
8.6.    Goods that are not received, missing in transit, or the wrong product should notify IPI within five (5) working days.
8.7.    IPI will provide the Customer with assistance to press claims on carriers, provided the Customer:
8.7.1.    Notifies IPI and the carriers in writing immediately after loss or damage is discovered on receipt of Goods; and
8.7.2.    Lodges a claim for compensation against the carrier within five (5) business days of the date of receipt of the Goods or the scheduled date of receipt of the Goods.

9.    OWNERSHIP OF GOODS
9.1.    Title to the Goods supplied to the Customer from time to time by IPI remains with IPI at all times until such time as those Goods have been paid in full. Where Goods are supplied by IPI to the Customer without payment in full, the Customer is a bailee of the Goods until property in them passes to the Customer.
9.2.    Until payment in full of the purchase price and all other amounts which the Customer owes IPI have been paid in full, the Customer undertakes to store the Goods separately from its own goods, or those of any other person, and in a manner which makes the Goods readily identifiable as IPI’s goods.
9.3.    The Customer must not mingle the Goods with any other goods regardless of whether or not the other goods belong to IPI without the prior written consent of IPI. If IPI gives its consent under this provision, the Customer must ensure that it has full and unencumbered title to the other goods. All intermingled goods, including those with IPI’s prior consent, must remain the property of IPI unless those goods have been paid in full by the Customer to IPI.
9.4.    Until payment in full of the purchase price and all other amounts which the Customer owes IPI have been paid in full, IPI may (without affecting any of its rights or remedies) recover possession of, or resell, the Goods or both and may enter upon the Customer’s premises or any other premises at which the Goods are situated for that purpose.
9.5.    In the event that IPI takes steps to recover and repossess the Goods under this provision, the Customer authorizes IPI to enter any premises owned or occupied by the Customer, and the Customer agrees to make all reasonable efforts to obtain the right for IPI to enter any premises to recover and repossess the Goods.
9.6.    The Customer must reimburse IPI for its reasonable costs of recovering or repossessing the Goods where such costs are a consequence of the Customer’s default under these general trading terms.
9.7.    Except to the extent that IPI is at fault, the Customer indemnifies IPI against any claim made by any third party resulting from IPI’s recovery or repossession of the Goods.
9.8.    The Customer is responsible for and bears all risk in IPI’s goods in its possession or control.
9.9.    If the Goods are resold, or products manufactured using the Goods are sold, by the Customer, the Customer shall hold such part of the proceeds of any such sale as represents the invoice price of the Goods sold or used in the manufacture of the Goods sold in a separate identifiable account as the beneficial property of IPI and shall pay such amount to IPI upon request.
9.10.    Notwithstanding the provisions above, IPI shall be entitled to maintain an action against the Customer for the purchase price.

10.    PERSONAL PROPERTY SECURITIES ACT 2009 ("PPSA")
10.1.    In this clause:
10.1.1.    Financing statement has the meaning given to it by the PPSA;
10.1.2.    Financing change statement has the meaning given to it by the PPSA;
10.1.3.    Security Agreement means the Security Agreement under the PPSA created between the Customer and IPI by these terms and conditions;
10.1.4.    Security Interest has the meaning given to it by the PPSA; and
10.1.5.    Purchase Money Security Interest has the meaning given to it by the PPSA.
10.2.    Upon assenting to these terms and conditions in writing or by adoption, the Customer acknowledges and agrees that these terms and conditions:
10.2.1.    Constitute a Security Agreement for the purposes of the PPSA; and
10.2.1.1.    Create a Security Interest and/or a Purchase Money Security Interest in:
10.2.1.1.1.    All goods previously supplied by IPI to the Customer (if any); and
10.2.1.1.2.    All goods that will be supplied in the future by IPI to the Customer.
10.3.    The Customer undertakes to:
10.3.1.    Promptly sign any further documents and/or provide any further information which IPI may reasonably require to:
10.3.2.    Register a financing statement or financing change statement in relation to a security interest and/or purchase money security interest on the Personal Property Securities Register;
10.3.3.    Register any other document required to be registered by the PPSA; or
10.3.4.    Correct a defect in a statement referred to in clause 10.3.2 or 10.3.3.
10.3.5.    Indemnify, and upon demand reimburse, IPI for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any goods charged thereby;
10.3.6.    Not register a financing change statement in respect of a security interest without the prior written consent of IPI;
10.3.7.    Not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of IPI; and
10.3.8.    Immediately advise IPI of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
10.4.    Exclusion of PPSA provisions
10.4.1.    To the extent the law permits, the Customer waives:
10.4.1.1.    Its rights to receive any notice that is required by:
10.4.1.1.1.    Any provision of the PPSA (including a notice of a verification statement); or
10.4.1.1.2.    Any other law before a secured party or Receiver exercises a right, power or remedy; and
10.4.1.1.3.    Any time period that must otherwise lapse under any law before a secured party or Receiver exercises a right, power or remedy.
10.4.2.    If the law which requires a period of notice or a lapse of time cannot be excluded, but the law provides that the period of notice or lapse of time may be agreed, that period of lapse is one day or the minimum period the law allows to be agreed (whichever is the longer).
10.5.    However, nothing in this clause prohibits IPI or any Receiver from giving a notice under the PPSA or any other law.
10.6.    For the avoidance of doubt, to the extent the law permits and for the purposes of sections 115(1) and 115(7) of the PPSA:
10.7.    IPI need not comply with sections 95 (Notice of Removal of Accession), 118 (Security Interest in accordance with Land Law Decision), 121(4) (Enforcement of Liquid Assets – Notice to Grantor), 125 (Obligation to Dispose of or Retain Collateral), 130 (Notice of Disposal), 132(3)(d) (Contents of Statement of Account after Disposal) or 132(4) (Statement of Account if no Disposal); and
10.8.    Sections 142 (Redemption of Collateral) and 143 (Reinstatement of Security Agreement) are excluded.
10.9.    Unless otherwise agreed to in writing by IPI, the Customer waives its rights to receive a verification statement in accordance with section 157(3) of the PPSA.
10.10.    If the PPSA is amended after the date of this document to permit the Customer and IPI to agree to not comply with or to exclude other provisions of the PPSA, IPI may notify the Customer that any of these provisions are excluded, or that IPI need not comply with any of these provisions, as notified to the Customer by IPI.
10.11.    The Customer agrees not to exercise its rights to make any request of IPI under section 275 of the PPSA, to authorize the disclosure of any information under that section, or to waive any duty of confidence that would otherwise permit non-disclosure under that section.
10.12.    The Customer shall unconditionally ratify any actions taken by IPI under this clause.

11.    PERSONAL PROPERTY SECURITIES ACT 2009 – ACCESSION
11.1.    This clause shall, in addition to other provisions, apply if the goods are or will become an accession.
11.2.    Accession has the meaning given to it by the PPSA.
11.3.    The Customer must, at least two business days before the scheduled delivery of the accession by IPI, provide to IPI the written statement of the person who has an interest in the other goods at the time when the Goods become an accession:
11.3.1.    Consenting to IPI’s security interest in the accession; and
11.3.2.    Confirming he has not entered into any agreement under which another person is entitled to remove the accession.

12.    PRECEDENCE OF TERMS
12.1.    These Terms and Conditions shall take precedence over the Customer's terms and conditions of order, to which notice of objection is hereby given.

13.    CHANGES, CANCELLATIONS, CREDIT RETURNS
13.1.    Subject to clause 13.2 or unless otherwise agreed in writing by IPI, IPI will not accept the return of any Goods for any reasons including where the Goods are opened, not in their original packaging, or were specially manufactured or prepared for the particular order.
13.2.    Goods which are damaged, faulty, defective, spoilt, or expired are only acceptable for return to the extent required by law, provided that conditions set out in clause 13.3 are met.
13.3.    All Goods returned pursuant to clause 13.2 must:
13.3.1.    Be returned to IPI at IPI’s place of business and at the Customer’s sole cost and expense; and
13.3.2.    Be received by IPI within 14 days from the date on which the Goods are first delivered to the Customer.
13.4.    Changes to and/or cancellations of any order made by the Customer are accepted by IPI only in respect of goods normally held in local stocks. Such changes and/or cancellations must be made in writing within 14 days of receipt by IPI of the Customer's order.
13.5.    Goods accepted into stock are subject to a cancellation fee of 25% of the net value of the goods original invoice. Calibrations, repairs or service work cannot be credited.
13.6.    The Customer’s request for returns must be made in writing within 14 days of the date of the original invoice and must receive prior written authorization from IPI.
13.7.    At the time of placing an order for special production items that are outside of the usual ‘stocked’ items (‘Special Order’), the Customer may be required to pay a deposit equivalent to 50% of the full price of the order and the balance must be paid in accordance with IPI’s usual payment terms.
13.8.    Goods that are not normally held in local stocks, goods that have been obtained especially or manufactured especially by IPI shall not be subject to change or cancellation except with the prior written agreement of IPI.
13.9.    If the Customer cancels the Special Order before IPI commences manufacturing, the deposit will be forfeited as the absolute property of IPI.
13.10.    The Customer must not cancel the Special Order or refuse to accept delivery of any Special Order once IPI commences manufacturing.
13.11.    No exchange, credit, or refund on replacement of software or services.

14.    LOAN
14.1.    Demo or stock goods loaned by IPI to potential Customers are subject to a signed agreement known as a loan form. Goods loaned are on a specified loan time period, which is to be adhered to. Goods must be returned in original packaging and condition. Goods that are lost or damaged will incur the total invoice amount stated on the loan form. No discounts will be given for goods out on loan. All requests for the extension of a loan period are to be cleared with IPI management.

15.    REPAIRS, CALIBRATIONS
15.1.    Goods returned by the Customer for repairs and/or calibrations will be accepted by IPI, freight paid by the Customer, correctly packed, and accompanied by the Customer's documentation giving details of the service required. If a detailed repair is needed, a formal quotation will be made describing the nature of the repair and the estimated cost. Detailed repairs shall not proceed without the Customer's written order. Calibrations shall be made in accordance with IPI's price schedule. Repairs not claimed within 3 months will be considered abandoned and then become the property of IPI. An applicable minimum service fee will be charged for all non-warranty repairs.

16.    WARRANTY
16.1.    IPI issues a worldwide warranty with a time limit on all its products in accordance with the following listed warranty conditions.
16.2.    IPI issues the warranty from the date of the first purchase. The warranty covers all material and manufacturer faults.
16.3.    Faults occurring during the warranty time will be rectified by IPI, its authorized sales subsidiaries, or authorized dealers in accordance with the following conditions and without charge for labour and material costs.
16.4.    Either the defective components will be replaced with new spare parts or the entire product will be replaced according to IPI's estimation.
16.5.    The following are excluded from the manufacturer's warranty:
16.5.1.1.    Wear parts (e.g. rechargeable batteries/batteries, measuring cells, physical mechanisms) and consumables (e.g. electrochemical sensors, membranes);
16.5.1.2.    Damage caused by:
16.5.1.2.1.    Use contrary to the intended purpose or failure to observe the instruction manual and/or the safety instructions;
16.5.1.2.2.    Lack of care, accidents, or normal wear;
16.5.1.2.3.    External influences (e.g. damage during transport, damage caused by vibration, excess heat, water, moisture, or acids);
16.5.1.2.4.    Use of unsuitable accessories.
16.6.    This warranty expires if:
16.6.1.    The type or serial number of the product is changed, deleted, removed, or made illegible;
16.6.2.    Repairs or modifications are undertaken by third parties or unauthorized persons.
16.7.    The warranty covers none of the following items:
16.7.1.    Regular maintenance and repairs or the replacement of parts due to normal wear;
16.7.2.    The costs of packaging and transport;
16.7.3.    The costs of repairs, adjustments, or similar measures taken beyond the extent of this warranty.
16.8.    In the case of a warranty claim, the Customer needs to consult its dealer or the sales subsidiary responsible for its country. The addresses can be seen at www.ipi.com.au.
16.9.    The Customer should enclose a brief description of the fault and the purchase receipt, indicating the delivery and purchase dates, together with the product. They should also provide their telephone number for any inquiries.
16.10.    Warranty repairs do not extend the period of warranty.
16.11.    Further claims of any kind against IPI such as commercial transformation, price reduction, or compensation will not be processed.
16.12.    This warranty is provided in addition to other rights and remedies the Customer has under law. Our goods come with guarantees which cannot be excluded under Australian consumer law. You are entitled to a replacement or refund for a major failure and to compensation for other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
16.13.    The following time limits apply to instruments and accessories in Australia:
16.13.1.    Instrument – a period of 12 months beginning the date on which risk passes to the Customer;
16.13.2.    Sensors - a period of 12 months beginning the date on which risk passes to the Customer;
16.13.3.    Accessories - a period of 6 months beginning the date on which risk passes to the Customer.

17.    LIMITATION OF REMEDIES
17.1.    The information on our websites is reviewed and updated on a regular basis, however, the information provided is not legally binding and IPI reserves the right to modify and/or make amendments to the information provided. Therefore, any responsibility for the accuracy and completeness is excluded.
17.2.    IPI assumes no responsibility for the contents of websites operated by third parties, to which this website may refer.
17.3.    Subject to clause 9 above, remedies granted to the Customer expressly exclude any liability or consequential damages (including loss of profit) whether based on contract, tort, or other legal theory.

18.    DEFAULT
18.1.    If the Customer:
18.1.1.    Fails to pay for any Goods or Services on the due date; or
18.1.2.    Otherwise breaches this agreement and fails to rectify such breach within seven days’ notice; or
18.1.3.    Cancels or refuses to accept delivery of Goods or Services; or
18.1.4.    Commits an act of bankruptcy or allows a trustee in bankruptcy or receiver and manager to be appointed to the Customer or any of its property; or
18.1.5.    Allows a judgment or order to be enforced or become enforceable against the Customer’s property; or
18.1.6.    Permits proceedings to be commenced to wind the Customer up or a controller, receiver, administrator, liquidator, or similar officer appointed to the Customer in respect of any part of its property;
18.2.    then IPI may:
18.2.1.    Immediately cease or withhold supply and the agreement contained herein shall be voidable at the option of IPI;
18.2.2.    Terminate any or all orders and credit arrangements (if any) with the Customer;
18.2.3.    Refuse to deliver Goods or provide further Goods;
18.2.4.    Retain (where applicable) all money paid by the Customer on account of Goods or otherwise; and/or
18.2.5.    Enter upon the Customer’s premises (doing all that is necessary to gain access) where Goods or Services supplied under this contract are situated at any time and re-take possession of any or all of the Goods and/or the Services IPI has supplied to the Customer and may:
18.2.6.    Resell the recovered Goods and/or Services; and
18.2.7.    Sue for any monies owing.
18.3.    The Customer authorizes IPI to engage in the exchange of information with a credit reporting agency or with other such parties as are necessary to give effect to the contract and to the ongoing relationship between the parties hereto.
18.4.    IPI reserves the right to report a Customer's delinquent account to a credit reporting agency should payment remain outstanding for more than 60 days. In addition, IPI may refer the outstanding account for debt collection or issue legal proceedings to recover any outstanding invoices. Should an account be referred for debt collection, the Customer acknowledges and agrees to pay debt collection charges calculated at not less than 20% of the outstanding debt plus GST, which will be incurred on the day IPI refers the matter to its nominated debt collection agency. The Customer shall also be liable for interest and all legal recovery costs associated with such action on a solicitor and own client or indemnity cost basis.

19.    RIGHT TO AMEND TERMS AND CONDITIONS
19.1.    The Customer agrees that IPI may amend the terms and conditions of this agreement from time to time (“Amended Terms”) by either giving the Customer notice in writing of such amendments or publishing the Amended Terms on IPI’s website (“Notice”).
19.2.    The parties agree that the Amended Terms shall apply to orders placed by the Customer from the date of the Notice.

20.    SET-OFF
20.1.    The Customer agrees that:
20.1.1.    IPI may set-off any credit amount that IPI owes to the Customer against any debt due by the Customer to IPI at IPI’s sole discretion;
20.1.2.    The Customer is not entitled to withhold payment of any money in respect of any alleged set-off or claim the Customer might have against IPI.

21.    SEVERANCE AND WAIVER
21.1.    If any part of this agreement is found to be void, unlawful, or unenforceable, then that part will be deemed to be severed from the agreement, and the severed part will not affect the validity and enforceability of any remaining provisions.
21.2.    Any waiver of IPI’s right under this agreement must be in writing and signed by an authorized representative of IPI.
21.3.    Failure by IPI to insist upon compliance with any provisions of the terms does not constitute a waiver of that provision, and IPI shall be entitled to insist upon compliance with all provisions of these terms at any time.

22.    JURISDICTION
22.1.    The agreement shall be deemed to have been made in Victoria and shall be interpreted in accordance with the Laws of Victoria, Australia, and the parties submit to the exclusive jurisdiction of the Victorian Courts.

23.    MISCELLANEOUS
23.1.    Should the Customer become insolvent or otherwise unable to pay due debts, declare bankruptcy, or have a receiver manager appointed, IPI may cancel any unfulfilled obligations and take possession of goods of its supply to the value of outstanding monies due to IPI.
23.2.    The Customer must not assign any rights under these Terms and Conditions of Sale.
23.3.    No Customer may advertise IPI products without the prior written agreement of IPI.
23.4.    No reseller/wholesaler or distributor may infer any exclusivity of representation.
23.5.    Any dispute regarding the interpretation or validity of these Terms and Conditions of Sale shall be governed by the laws of the State of Victoria.

24.    INSPECTION AND ACCEPTANCE
24.1.    The Customer must inspect the Goods immediately on delivery and within five (5) business days of delivery give notice to IPI of any defect or allegation that the Goods are not in accordance with the Customer’s order. Unless a notice is given by the Customer pursuant to this clause, the Goods will be deemed satisfactory, and the Customer must then pay for them. No claims will be accepted after the said five (5) business day period.

25.    INTELLECTUAL PROPERTY
25.1.    The Customer acknowledges that it has no proprietary right or interest in the Intellectual Property.
25.2.    The Customer must not register or record or attempt to register or record anywhere in the world the Intellectual Property or any part thereof nor any patents, inventions, trademarks, or designs derived from or similar to it, nor aid or abet anyone else in doing so.
25.3.    The Customer must not at any time create, sell, manufacture, or process any products using or taking advantage of the Intellectual Property.
25.4.    Any Intellectual Property provided to the Customer by IPI in connection with the Goods or Services remains the exclusive property of IPI and must be returned to IPI on demand. The Customer must not copy nor communicate the Intellectual Property to any third party without IPI’s express prior written consent.

26.    FORCE MAJEURE
26.1.    Subject to this clause, neither IPI nor the Customer is liable in any way howsoever arising under an Agreement to the extent that it is prevented from, or delayed in, acting by a Force Majeure Event.
26.2.    Nothing in this clause operates to excuse the Customer from any obligation to pay money to IPI.
26.3.    If a party is prevented from, or delayed in, acting by a Force Majeure Event, that party must:
26.3.1.    Promptly notify the other party of the existence and expected duration of the Force Majeure Event;
26.3.2.    Take all reasonable steps to alleviate or remedy the effect of the Force Majeure Event; and
26.3.3.    Subject to clause 26.4, resume performance of the obligation prevented or delayed by the Force Majeure Event as soon as practicable after the Force Majeure Event ceases.
26.4.    If a Force Majeure Event prevents performance of an obligation beyond a reasonable time, either party may suspend or terminate the Agreement by written notice.

27.    WARRANTY OF QUALITY
27.1.    Products are guaranteed against faulty workmanship, materials, or design for a period of 12 months from the date of delivery or longer if specified in writing, after which IPI has no further liability whatsoever.
27.2.    Any complaints regarding the quality of Products supplied must be made in writing to IPI within 7 days of delivery of Products. If IPI is satisfied that Products are of legally inadequate quality, it may replace Products or reimburse the Customer to the extent of the price.
27.3.    IPI shall not be liable for any loss or damage whether direct or consequential resulting from the use or application of Products or from further processing of products, whether due to defects in Products or otherwise even if such loss or damage is the result of the negligence of IPI.
27.4.    Where the Trade Practices Act 1974 implies conditions or warranties into the contract arising from or incorporating these conditions, the liability of IPI in the event of a breach of such a condition or warranty (other than a condition or warranty implied by section 69 of that Act) shall be limited, subject to section 68A of the Act, to:
27.5.    In the case of goods, the repair or replacement of the goods, at IPI’s option, and in the case of services, the re-supply of the services.
27.6.    All other implied conditions and warranties are hereby excluded to the full extent permitted by law.

28.    VARIATIONS
28.1.    Variations to the contract made by the Customer following receipt of the Customer’s order shall be subject to adjustment for price, date of delivery, and any additional expenses incurred by IPI.

29.    DATA AND PERFORMANCE
29.1.    All drawings and printed matter accompanying a quotation or in the Customer’s possession before or after it accepts the quotation are informative only. Performance figures are based on IPI’s experience and are such as IPI would expect to obtain on testing, and no liability in respect of any variation thereto shall be accepted by IPI unless such performance figures have been specifically guaranteed by IPI in writing, in which case the performance figures will be subject to recognized tolerance and rejection limits. It shall be the Customer’s responsibility to ensure that the capacity and performance of Products are sufficient and suitable for the Customer’s purposes.

30.    INSTALLATION
30.1.    Where a contract includes installation or commissioning of plant for the Customer, IPI’s liability is limited to correct installation and proper operation of equipment supplied by IPI. IPI shall not accept any responsibility whatsoever for the proper functioning of any equipment or services provided by others, and if damage to IPI’s equipment is caused by others, the cost of repair or replacement thereof shall be borne by the Customer.
31.    EXPORT CONTROLS
31.1.    Equipment supplied is intended for use only in the country of destination.

32.    NOTICE
32.1.    A notice must be in writing and handed personally or sent by facsimile, email, or prepaid mail to the last known address of the addressee. Notices sent by pre-paid post are deemed to be received upon posting. Notices sent by facsimile or email are deemed received upon confirmation of successful transmission.

33.    SUB-CONTRACTORS
33.1.    IPI is at liberty to employ sub-contractors on all or any part of the Customer’s order.

34.    SPECIAL PACKING AND SPECIAL (EXPRESS) DELIVERY
34.1.    Should the Customer’s orders require abnormal/special packing or abnormal/special/express delivery, then this will be carried out at the Customer’s cost.

35.    CLAIMS FOR DAMAGE OR SHORTAGE
35.1.    Subject to clause 35.2 and 35.3, IPI shall not be liable for damage in transit or for shortages unless a claim in writing is received within 7 days with full details, description, and the Customer’s receipt of equipment. Otherwise, the Customer is deemed to have accepted the equipment.
35.2.    When any shortages, claim for damaged equipment, or non-compliance with the Agreement Specifications is accepted by IPI, IPI may, at its option, repair the equipment, replace the equipment, or refund the price of the equipment.
35.3.    IPI will not under any circumstances accept equipment for return that:
35.3.1.    Has been specifically produced, imported, or acquired to fulfil the Agreement;
35.3.2.    Is discontinued goods or no longer stocked by IPI;
35.3.3.    Has been altered in any way;
35.3.4.    Has been used; or
35.3.5.    Is not in its original condition and packaging.

36.    GOVERNING LAW
36.1.    These Conditions and all Agreements shall be governed and interpreted in accordance with the laws of the state of Victoria, Australia, and the parties agree to the non-exclusive jurisdiction of the courts of Victoria, the Federal Court of Australia, and courts entitled to hear appeals from those courts.

37.    NO WAIVER OF BREACH
37.1.    No breach by the Customer of any of these Conditions shall be taken to have been waived or released by IPI unless such waiver is in writing and signed by IPI.
37.2.    IPI’s failure to enforce any of these Conditions shall not be construed as a waiver of any of IPI’s rights.
37.3.    No waiver by IPI of any breach hereunder will be deemed a waiver of any continuing or recurring breach.

38.    SEVERABILITY
38.1.    If a clause is unenforceable, it must be read down so as to be enforceable, or if it cannot be so read down, it must be severed from these Conditions without affecting the enforceability of the remaining terms.

39.    HEADINGS
39.1.    Headings are for ease of reference only and shall not be used in any way in the interpretation of the terms and conditions.


40.    ACCEPTANCE OF TERMS AND CONDITIONS
40.1.    Please sign and return the attached copy of these terms and conditions to an office of IPI as an understanding of the arrangements for our provision of goods and services. Please note you will be deemed as having accepted the terms and conditions of IPI as per the above should you continue to instruct us once you have received these terms and conditions.

End of Terms and Conditions


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