CONDITIONS OF SALE of Goods and Services

(ABN: 93 619 481 784)

The terms and conditions herein formulate the basis of the contract to supply goods and services to CentricPA customers.  These terms may only be superseded by specific reference to clauses in the CentricPA purchase quotation.  Any changes to Conditions of Sale must be requested in writing and approved in writing by an authorised signatory of CentricPA before the changes can form part of the contract.

1  General

The intention of this document is to articulate a fair and reasonable contract for the selling (CentricPA) and buying (Customer) of the Goods and Services offered by CentricPA.

2  Definitions

In these conditions:

CentricPA means Centric Process Automation Pty Ltd of 44 Lakeview Drive, Scoresby 3179 VIC, Australia.

“Company” means Centric Process Automation Pty Ltd.

“Conditions” means the terms and conditions set out in this document and in the Proposal as varied in writing by the Company, upon one (1) month’s written notice to the Customer.

“Customer” means the purchaser of the Products and Services specified in the Proposal.

“Contract” means the contract between CentricPA and the customer for the sale of the goods or services:

(a)  including these conditions, the purchase order form and any other documents incorporated by reference in the purchase order form; and

(b)  any amendments agreed in writing by CentricPA.

 “Delivery Charge” means the delivery charge of the Products specified in the Proposal.

“Delivery Date” means the date specified in the Proposal for delivery of the Products or completion of the Services.

“Delivery Point” means the place to which the Products shall be delivered as specified in the Proposal.

“Exchange Rate” means the foreign exchange rate specified in the

Proposal.

“Intellectual Property” means the copyright subsisting in the Products and any written material supplied in relation thereto and all patents, trade marks and industrial designs (whether registered or not) and all confidential information and trade secrets concerning or relating to the Products or the Services.

“Interest Rate” means the rate of two percent (2%) above the Indicator Lending Rate quoted by Westpac Banking Corporation from time to time.

“Labour” means the work and labour to be supplied by the Company in the provision of the Services and the supply of the Products.

“Proposal” means the proposal forwarded by the Company to the

Customer specifying the Products and Services to be supplied to the

Customer and the Price of those Products and Services or the quotation for the supply of Products and Services issued by the Company to the Customer.

“Price” means the price to be paid by the Customer to the Company for the Products and Services as specified in the Proposal.

“Products” means the products or goods specified in the Proposal to be supplied to the Customer by the Company.

“Services” means the services specified in the Proposal to be provided to the Customer by the Company.

“Terms of Payment” means the terms of payment of the Price specified in the Proposal.

“Warranty Period” means that period of time specified in the Proposal as the period during which the warranties specified in clause 8.1 will be effective.

3  Formation of Contract

(1) Offers made by the Company for the supply of goods and/or services shall not bind the Company or form a Contract until the Customer has placed an order for the goods and/or services and the Order has been acknowledged and accepted in writing by the Company.

4  Price and Payment

(1) Prices quoted in the Companies Offer and quotations do not include GST.  Should GST be payable, the cost shall be to the account of the Customer.

(2) The price agreed in the contract is in Australian Dollars and is not subject to change unless expressly stated in our offer for the reasons of:

(a)  exchange rate variation on imported items

(b) stamp or other applicable duties

(c)  variations due to change of contract scope

(d)  material or labour escalation

(3)  Payment for the good & services delivered should be made within the specific payment period agreed in the contract.  Should payment not be received in a reasonable period the Company may:

(a)  Freeze contact work until payment is received in full

(b)  cancel the contract and seek recovery of all related costs from the customer

(c)  recover costs due to lost time and additional expenses on the contract (refer section 5 for Variations to Contract)

5  Variations to Contract

Contract scope is defined in the offer and documents forming the contract.  Where CentricPA is required to conduct work additional to the contracted scope, a submission for Variation to Contract will be made to the Customer’s Project Manager.  CentricPA will endeavour to identify variations as soon as practically possible to the customer. 

(1)  Potential areas requiring variation (but not limited to) include:

(a)  additional materials and/or labour due to scope/design changes

(b)  delay in time due to reasons outside the control of CentricPA.

(c)  demobilisation & mobilisations costs associated with delays

(d)  change in labour conditions outside those specified in the contract

(2)  The customer is required to confirm receipt of Request for Variation and respond to the request within 7 days of receipt of submission.

6  Delivery and Installation

(1) The Company shall endeavour to deliver the Products to the Delivery Point and complete the Services by the applicable Delivery Date. The Company shall in no event be liable to the Customer by reason of delays in delivery caused by any reason whatsoever.

(2) The Customer shall inspect the Products immediately after delivery and shall within seven (7) days from such inspection give written notice to the Company of any shortages or damage apparent in relation to the Products.

In the event that:

(a) the Customer fails to give such notice, then to the extent permitted by statute the Products shall be deemed to have been accepted by the Customer; or

(b) the Customer gives such notice, then the Company shall upon verification of the notice make up any shortages and replace any damaged Products as soon as it is reasonably able to do so.

(3) If the Customer fails to take delivery of goods ordered within fourteen (14) days after invoice then without prejudice to any other right or remedy available to the Company, the Company may store the goods until actual delivery and charge the Customer for the costs of or associated with storage including without limitation insurance and handling charges

7 Inspection and acceptance — goods

(1) The Customer may request inspection of goods before despatch.  Where the inspection and acceptance is part of the agreed scope of supply, the duration and price will be part of the contract.  Where requests are additional to the contract, the Company is able at its discretion to:

(a)  request an extension to the contract for the delay in time caused by the inspection and

(b) be granted a variation for any additional costs incurred for including the Inspection and Acceptance of the goods

Costs incurred by the Customer to conduct Inspection & Testing will be at the customer’s expense

7 Title & Risk

(1) All goods shall be at the Customer’s risk immediately upon delivery to the Customer or the Customer’s nominee or carrier, or upon being placed into storage in accordance with clause 6.3.

(2) Notwithstanding the provisions of Clause 7.1, in respect of each sale of goods to the Customer by the Company, the Company shall retain property in the goods the subject of that sale as well as property in goods the subject of all previous and subsequent sales until the Company has received payment in full of all sums due in connection with the supply of all goods by the Company to the Customer (whether the subject of the current, previous or subsequent sales). In the case of payment by cheque, bill of exchange or note, property shall not pass to the Customer until the same is honoured.

(3) In the event that any of the goods are incorporated into or attached to, or mixed with, other goods by the Customer, so that they are no longer identifiable or separable, then property in the composite goods shall vest in and be retained by the Company in accordance with Clause 7.2.

(4) The Customer shall store all goods and any composite goods owned by the Company in such a way that they are clearly identifiable as the Company’s property and shall maintain and allow the Company to inspect records of Goods, identifying them as the

Company’s property, and of the persons to whom it sells or otherwise supplies Goods or any of them and of payments made by such persons for the Goods.

(5) If payment for any goods is overdue, the Company is entitled, without prejudice to any of its other rights and remedies, to repossess the Goods and to enter into any premises upon which the Goods are stored, without notice, for this purpose.

(6) Until such time as the Company receives payment in full for all the Goods, if the Customer sells or receives any payment from a customer or insurer in respect of the Goods, the proceeds of any such sale or disposition and any insurance proceeds (or claim thereto) shall be held by the Customer on trust for the Company and paid into a separate bank account which shall not be overdrawn or otherwise dealt with without the Company’s prior written consent.

(7) Nothing in clauses 7.2 to 7.6 inclusive, shall affect the Company’s rights as an unpaid seller.

8 Warranty

(1) Subject to clauses 8.4 and 8.5, the Products and Services are warranted against faulty workmanship and/or materials produced by the Company for the Warranty Period. The Company gives no warranty in relation to materials not produced by the Company, but will, as far as is practical, pass on the benefit of any warranties it has from suppliers of these materials.

(2) Except as provided in the Company’s standard warranty for the Products notified by the Company to the Customer from time to time to the fullest extent permitted by law:

(a) All warranties, representations, terms and conditions concerning the Products and/or Services to be supplied by the Company are hereby expressly excluded; and

(b) The Company will have no liability whatsoever for any incidental, special or consequential damages, including but not limited to loss of business, profits, data or use, whether in an action in contract or tort (including negligence) or based upon any representation or other conduct of the Company, arising out of or in connection with the Products, the Services or the Conditions; and

(c) The Company’s liability to the Customer for any reason whatsoever arising out of or in connection with the Products, the Services or the Conditions will not exceed the cost of resupplying the Products and/or Services in question (or equivalent Products and/or Services) or for repairing those Products.

(3) Provisions of the Trade Practices Act 1974 (Cth), as amended, and other legislation and laws from time to time in force in Australia, such as, but not limited to, the Sale of Goods Acts and the Fair Trading Acts of various States of Australia, may imply warranties or conditions or impose obligations upon the Company which cannot, in whole or part, be excluded, restricted or modified. These Conditions must be read and construed subject to any such statutory provisions.

If such statutory provisions apply then, to the extent permitted by law, the Company’s liability (if any) arising out of or in relation to the Products or Services supplied by the Company shall be limited, at its option to:

(a) In the case of Products:

(i) the replacement or repair of the Products or the supply of equivalent Products; or

(ii) the payment of the cost of replacing the Products or having the Products repaired or of acquiring equivalent Products;

(b) In the case of Services:

(i) the supply of the Services again; or

(ii) the payment of the costs of having the Services supplied again.

(4) The Customer agrees that, in order to make a claim under the warranty provided in clause 8.1, it shall either:

(a) return the defective Products to the Company free of charge; or

(b) pay to the Company all costs and expenses incurred by the Company in sending its representative to the site of repair, including without limitation fares, working and travelling time, accommodation and sundry expenses.

(5) The Company reserves the right to refuse and/or void the warranty referred to in clause 8.1 if in its absolute discretion it is of the opinion that the Products or Services have been serviced or modified by unauthorised parties without the Company’s express written permission.

9 Scope of Supply

(1) The Scope of Supply under the contract is expressly defined and limited to items defined in the Proposal.  Any other items inferred, discussed or corresponded will not form part of the Contract unless incorporated into the Proposal or form part of an approved Variation.

(2) Customer employees or their representative remain in control of their plant and processes whilst a CentricPA employee or representative are working on their site.

10 Intellectual Property

(1) All intellectual property created under the contract and relating to the goods or services is from the time of creation, owned by CentricPA.

(2) The customer may only use, disclose, copy or reproduce that intellectual property for the purposes

of the contract.

(3) The customer at all times indemnifies CentricPA, its officers, employees and agents, from and against all loss, damage, costs (including legal costs and expenses on a solicitor/own client basis), compensation and expenses arising out of the infringement or alleged infringement of any intellectual property, because of the possession or use of information provided by the Customer to execute the Contract.

11 Cancellation or Termination of Contract

(1) Where a Customer seeks to cancel or terminate the Contract, the Customer must notify the Company of it’s intention to cancel and allow the Company seven (7) working days to assess the project.  At this point the Company will provide the Customer with:

(a) summary of work completed

(b) current costs to date

(c) committed costs (with potential cancellation fees)

(d) costs to terminate the contract

(2) Upon presentation of the costs, the Customer must decide within seven (7) working days to proceed with the cancellation and pay all outstanding costs or advise the Company to proceed with the Contract.

(3) Cost for preparing material to assess cancellation will be treated as a contract variation.

12 Assignment and subcontracting

The Company at it’s own discretion is able to determine the extent of subcontracts performed in the Contract and the supplier of such contracts.  While the Company will disclose the details of subcontractors to the Customer from time to time, the customer cannot request alternative subcontractors unless agreed in writing at time of forming the contract.

13 Applicable law

(1) The contract is made under the laws in force for the time being in the State of Victoria, Australia

14 Severance

If any provision of the Conditions is or becomes invalid, illegal or unenforceable such provision shall be deemed to be severed from the Conditions but all the remaining provisions shall not be affected as far as possible.

15 Force Majeure

(1) The obligations of a party under the Conditions, other than the obligation to pay money, shall be suspended during the time and to the extent that the party is prevented from or delayed in complying with the obligations by force majeure and the parties shall not be liable for any failure to fulfil their obligations caused by force majeure.

(2) Force majeure means a circumstance beyond the reasonable control of a party which occurs without the fault or negligence of the party affected

and includes inevitable accident, storm, flood, fire, earthquake, explosion, peril or navigation, hostility, war (declared or undeclared), insurrection, executive or administrative order or act of either general or particular application of any government whether de jure or de facto or of any official purporting to act under the authority of that government prohibition or restriction by domestic or foreign laws, regulations or policies, quarantine or customs restrictions, breakdown or damage to or confiscation of property.

16 Confidentiality

(1) The Customer must treat, and require its employees, agents, associates and subcontractors to treat, all confidential information of CentricPA given in connection with the contract and identified as having, or marked with, a classification indicating its confidentiality, according to that classification.

(2) This clause does not apply to information that is part, or becomes part, of the public domain otherwise than by breach of this clause.