Trading TERMS


Terms and Conditions of Trade

Rev: 1.1
Date: 01‐06‐2022

Interpretation
In these terms and conditions of trade “we”, “us” and “our” means Automation of Things ABN 13 725 647 402 and includes our employees, contractors and representatives;
“you” and “your” means the company, sole trader, or partnership with whom we have contracted with for the supply of goods;
“goods” includes any goods, components and/or parts thereof supplied to you by us from time to time and any services supplied to you by us from time to time;
“PPSA” means the Personal Property Securities Act 2009;
“PPS Register” means the Personal Property Securities Register; “purchase money security interest”, “security interest”, “verification statement”; and “proceeds”, have the respective meanings given to them under, or in the context of, the PPSA.

Quotations
Quotations are only valid for 30 days from date of quotation. Prices and estimated delivery dates are subject to change by us or may be amended by us after the 30 day period.

Payment
If you do not have a credit account with us then, unless we agree otherwise in writing, you must pay us before you take delivery of the goods. If you do have a credit account with us then you agree:
to pay for any amount due within the time frame specified in the terms and conditions of our commercial credit application (completed by you) or otherwise agreed to by us in writing;
to pay interest at a rate of 1% per month, calculated daily, on any amount not paid when due;
to pay all our administrative, legal costs and expenses (on a full indemnity basis) incurred in respect of any action taken in preserving or enforcing these terms and conditions of trade including, but not limited to, registering a purchase money security interest and/or security interest on the PPSA register, taking action to recover overdue amounts from you, whether by referring the matter to a collection agent, pursuing legal proceedings, repossessing goods or taking enforcement action under the relevant PPSA provisions.
we may refuse credit to you and/or cancel all credit facilities granted by us to you without notice and without assigning any reason.

Progress Claims & Projects
We reserve the right to invoice you for any progress claims throughout the duration of any project which is longer than one month in duration.
You agree to pay 10% of a total project price upon our receipt of your order.

Cancellation
Where you have ordered goods and you wish to cancel the order, you remain liable for payment of the goods. However, where the goods can be re‐sold or re‐used and we can mitigate your loss, we will waive or reduce the amount you have to pay us accordingly. If you have provided us written notification of the order cancellation prior to the goods being manufactured, you will still remain liable to pay our work in progress and administration fees.

Delivery & Storage
We endeavour to deliver goods on time however delivery periods and dates given at quotation are based on estimates only. They do not give rise to a contractual obligation. Further the estimate delivery dates are subject to workflow, demands, prompt receipt of drawings and correspondence and other external factors such as strikes, flood, earthquake, delays with our suppliers. We take no responsibility for any loss or damages involved if delivery is delayed.
Projects will be invoiced on completion regardless of whether or not the project is delivered or not required until a further date.
Where you do not collect goods on the agreed delivery date, you agree we have the right to charge you for storing the goods at our premises at the minimum commercial rate of $80.00 per week for each unit of space used (or portion thereof), where each unit is calculated as 2m by 2m by 2m.
Risk in the goods passes to you on delivery and unloading is entirely at your risk.

Variations, Waivers and Amendments
We shall not be taken to have agreed to any amendment or waiver of any provision of these terms and conditions of trade, unless the amendment or waiver is agreed to by us in writing.

No Retention and Set‐offs
You must pay our invoices in full, without set‐off, counterclaim, deduction, retention and/or discount.

Retention of Title and the PPSA
Whilst risk in the goods passes on delivery, the legal and equitable title in the goods will not pass to you until we receive payment, in cleared funds, for all amounts owing by you to us. Until all amounts are paid in cleared funds, we reserve the following rights:
the legal and equitable ownership of the goods;
the right to enter upon your premises or any premises under your control and retake possession of goods;
the right to keep or resell goods repossessed under clause 9.1.2; and
any other rights we may have under the PPSA or under the law generally.
Until we receive full payment for the goods, you acknowledge that we have a purchase money security interest which attaches over goods and their proceeds a general security interest in relation to all other amounts owed by you to us from time to time.
We may register purchase money security interest and/or security interest on the PPS register and where necessary amend the registration
You undertake to do anything (such as obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed) which we ask and which is necessary for the purposes of:
ensuring that a purchase money security interest and/or security interest created under these terms and conditions of trade is enforceable, perfected and otherwise effective;
enabling us to apply for registration, or give any notification in connection with a purchase money security interest and/or security interest created under these terms and conditions of trade so that the purchase money security interest and/or security interest has the priority required by us;
For the purposes of section 14(6) of the PPSA, you agree that any payments received from you will be applied in the following order of priority:
Firstly, if there are any debts or obligations outstanding to us which are not secured by clauses 9.1 and 9.2, then to those debts or obligations, in the order they arose;
Secondly, if there are debts or obligations outstanding to us which are secured but the security interest is not a purchase money security interest then to those debts or obligations, in the order they arose or were incurred; and
Lastly, to any debts or obligations secured by the purchase money security interest.
To the extent permitted by law, you irrevocably waive your rights to:
receive notices o under sections 95, 121(4), 125, 130, 132(3)(d), 132(4) and 135 of the PPSA;
redeem the goods under section 142 of the PPSA;
reinstate the contract under section 143 of the PPSA;
receive a verification statement concerning a registration or amendment of the registration.
Nothing in this clause 9 prevents us from taking action against you for the purchase price of the goods.

Warranty
Services are guaranteed against faulty workmanship or design for a period of 3 months from the date of delivery, after which all liability on our part ceases. The warranty does not apply in the following cases:‐
replacements or repairs resulting from normal wear of goods, corrosive atmosphere, damage or injury caused by lack of care, insufficient inspection or maintenance, or improper use of the goods:
defects arising from an event outside of our control such as fire, flood, earthquake or other natural calamity, motor vehicle or other accident, strike, civil unrest, terrorism or war.
the warranty consists of us repairing, modifying or replacing the goods recognized as defective within the shortest reasonable time at our expense, inclusive of parts and labour, but exclusive of transport and/or traveling expense each of which shall be at your cost.
Any unauthorized repairs of or alterations to the goods shall invalidate this warranty.

Limitation of Liability
The only conditions and warranties which are binding on us in respect of the state, quality or condition of the goods are those described in clause 10 and those imposed or required to be binding by statute, including the Competition and Consumer Act 2010.
Except as set out in clause 10, we will not be liable to you for any liability, (including liability in negligence) loss or damage of whatever nature, consequential or otherwise, however suffered or incurred by you, caused by or resulting directly or indirectly from the goods.

Jurisdiction
The laws of the Commonwealth of Australia and of South Australia govern these terms and conditions of trade. You consent to any proceedings being taken in South Australia with respect to any dispute between us. You irrevocably waive any objection to proceedings being issued in South Australia, and, where relevant, consent to any application we may make to transfer any proceedings to South Australia.

Trading TERMS


Terms and Conditions of Trade

Rev: 1.1
Date: 01‐06‐2022

Interpretation
In these terms and conditions of trade “we”, “us” and “our” means Automation of Things ABN 13 725 647 402 and includes our employees, contractors and representatives;
“you” and “your” means the company, sole trader, or partnership with whom we have contracted with for the supply of goods;
“goods” includes any goods, components and/or parts thereof supplied to you by us from time to time and any services supplied to you by us from time to time;
“PPSA” means the Personal Property Securities Act 2009;
“PPS Register” means the Personal Property Securities Register; “purchase money security interest”, “security interest”, “verification statement”; and “proceeds”, have the respective meanings given to them under, or in the context of, the PPSA.

Quotations
Quotations are only valid for 30 days from date of quotation. Prices and estimated delivery dates are subject to change by us or may be amended by us after the 30 day period.

Payment
If you do not have a credit account with us then, unless we agree otherwise in writing, you must pay us before you take delivery of the goods. If you do have a credit account with us then you agree:
to pay for any amount due within the time frame specified in the terms and conditions of our commercial credit application (completed by you) or otherwise agreed to by us in writing;
to pay interest at a rate of 1% per month, calculated daily, on any amount not paid when due;
to pay all our administrative, legal costs and expenses (on a full indemnity basis) incurred in respect of any action taken in preserving or enforcing these terms and conditions of trade including, but not limited to, registering a purchase money security interest and/or security interest on the PPSA register, taking action to recover overdue amounts from you, whether by referring the matter to a collection agent, pursuing legal proceedings, repossessing goods or taking enforcement action under the relevant PPSA provisions.
we may refuse credit to you and/or cancel all credit facilities granted by us to you without notice and without assigning any reason.

Progress Claims & Projects
We reserve the right to invoice you for any progress claims throughout the duration of any project which is longer than one month in duration.
You agree to pay 10% of a total project price upon our receipt of your order.

Cancellation
Where you have ordered goods and you wish to cancel the order, you remain liable for payment of the goods. However, where the goods can be re‐sold or re‐used and we can mitigate your loss, we will waive or reduce the amount you have to pay us accordingly. If you have provided us written notification of the order cancellation prior to the goods being manufactured, you will still remain liable to pay our work in progress and administration fees.

Delivery & Storage
We endeavour to deliver goods on time however delivery periods and dates given at quotation are based on estimates only. They do not give rise to a contractual obligation. Further the estimate delivery dates are subject to workflow, demands, prompt receipt of drawings and correspondence and other external factors such as strikes, flood, earthquake, delays with our suppliers. We take no responsibility for any loss or damages involved if delivery is delayed.
Projects will be invoiced on completion regardless of whether or not the project is delivered or not required until a further date.
Where you do not collect goods on the agreed delivery date, you agree we have the right to charge you for storing the goods at our premises at the minimum commercial rate of $80.00 per week for each unit of space used (or portion thereof), where each unit is calculated as 2m by 2m by 2m.
Risk in the goods passes to you on delivery and unloading is entirely at your risk.

Variations, Waivers and Amendments
We shall not be taken to have agreed to any amendment or waiver of any provision of these terms and conditions of trade, unless the amendment or waiver is agreed to by us in writing.

No Retention and Set‐offs
You must pay our invoices in full, without set‐off, counterclaim, deduction, retention and/or discount.

Retention of Title and the PPSA
Whilst risk in the goods passes on delivery, the legal and equitable title in the goods will not pass to you until we receive payment, in cleared funds, for all amounts owing by you to us. Until all amounts are paid in cleared funds, we reserve the following rights:
the legal and equitable ownership of the goods;
the right to enter upon your premises or any premises under your control and retake possession of goods;
the right to keep or resell goods repossessed under clause 9.1.2; and
any other rights we may have under the PPSA or under the law generally.
Until we receive full payment for the goods, you acknowledge that we have a purchase money security interest which attaches over goods and their proceeds a general security interest in relation to all other amounts owed by you to us from time to time.
We may register purchase money security interest and/or security interest on the PPS register and where necessary amend the registration
You undertake to do anything (such as obtaining consents, signing and producing documents, producing receipts and getting documents completed and signed) which we ask and which is necessary for the purposes of:
ensuring that a purchase money security interest and/or security interest created under these terms and conditions of trade is enforceable, perfected and otherwise effective;
enabling us to apply for registration, or give any notification in connection with a purchase money security interest and/or security interest created under these terms and conditions of trade so that the purchase money security interest and/or security interest has the priority required by us;
For the purposes of section 14(6) of the PPSA, you agree that any payments received from you will be applied in the following order of priority:
Firstly, if there are any debts or obligations outstanding to us which are not secured by clauses 9.1 and 9.2, then to those debts or obligations, in the order they arose;
Secondly, if there are debts or obligations outstanding to us which are secured but the security interest is not a purchase money security interest then to those debts or obligations, in the order they arose or were incurred; and
Lastly, to any debts or obligations secured by the purchase money security interest.
To the extent permitted by law, you irrevocably waive your rights to:
receive notices o under sections 95, 121(4), 125, 130, 132(3)(d), 132(4) and 135 of the PPSA;
redeem the goods under section 142 of the PPSA;
reinstate the contract under section 143 of the PPSA;
receive a verification statement concerning a registration or amendment of the registration.
Nothing in this clause 9 prevents us from taking action against you for the purchase price of the goods.

Warranty
Services are guaranteed against faulty workmanship or design for a period of 3 months from the date of delivery, after which all liability on our part ceases. The warranty does not apply in the following cases:‐
replacements or repairs resulting from normal wear of goods, corrosive atmosphere, damage or injury caused by lack of care, insufficient inspection or maintenance, or improper use of the goods:
defects arising from an event outside of our control such as fire, flood, earthquake or other natural calamity, motor vehicle or other accident, strike, civil unrest, terrorism or war.
the warranty consists of us repairing, modifying or replacing the goods recognized as defective within the shortest reasonable time at our expense, inclusive of parts and labour, but exclusive of transport and/or traveling expense each of which shall be at your cost.
Any unauthorized repairs of or alterations to the goods shall invalidate this warranty.

Limitation of Liability
The only conditions and warranties which are binding on us in respect of the state, quality or condition of the goods are those described in clause 10 and those imposed or required to be binding by statute, including the Competition and Consumer Act 2010.
Except as set out in clause 10, we will not be liable to you for any liability, (including liability in negligence) loss or damage of whatever nature, consequential or otherwise, however suffered or incurred by you, caused by or resulting directly or indirectly from the goods.

Jurisdiction
The laws of the Commonwealth of Australia and of South Australia govern these terms and conditions of trade. You consent to any proceedings being taken in South Australia with respect to any dispute between us. You irrevocably waive any objection to proceedings being issued in South Australia, and, where relevant, consent to any application we may make to transfer any proceedings to South Australia.

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