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Remote Support / Meeting Distributors Downloads FAQ's Version Tables Terms and Conditions 2 Year Warranty 6 Month Warranty

These Terms and Conditions (Clauses 1 to 15) form an integral part of all agreements, understandings, quotations and order acknowledgements.

TERMS AND CONDITIONS OF TRADE: Sentek Pty Ltd (ABN 78 007 916 672)

(“We”, “Our” or “Us” and includes Our successors and assigns)

 

To the extent permitted by law, You agree that only these Terms apply to all quotations, offers, Products and/or Services provided to You by Us (unless otherwise agreed in writing)

1.      Definitions

In these Terms (unless the context otherwise requires):

“including” is not to be treated as a word of limitation.

“Incoterms” or international commercial terms are a series of international sales terms, published by International Chamber of Commerce (ICC) used in international commercial transactions. They are used to divide transaction costs and responsibilities between buyer and seller and reflect state-of-the-art transportation practices.

“Products” means all products which are the subject of a binding quotation, offer or order and are supplied by Us.

“Services” means all services which are the subject of a binding quotation, offer or order and are supplied by Us, including repair services, training, consulting and rental of equipment.

“Terms” means these terms & conditions, including the Schedule, Special Conditions and Annexures (if any).

“You” or “Your” means you the customer whose name and address is specified in the Schedule or order and includes your legal representatives, administrators, successors and permitted assigns.

2.              Quotations

a.       Quotations are confidential and are based on the information provided by You.  All reasonable effort has been made to ensure the quotation is accurate, however, unforeseen circumstances, provision of incomplete information, misinterpretations, variations or extras added which affect production costs or the Services may incur additional charges.

b.       Prices for Our products shall be those stated on the quotation and are based on Our most current published price schedule in effect, which unless otherwise stated, do not include costs incurred for special packaging, shipping or taxes.  If prices are contingent on the purchase of a minimum quantity that is not met by You, We shall have the right to adjust the price accordingly.

c.       We reserve the right to re-quote for any subsequent or continuing Services or production batches irrespective of any previous quotation or correspondence.

d.       Unless otherwise stated, all quoted prices are:

                                                   i.      in AUD, EUR or USD and valid for 30 days only.

                                                 ii.      exclusive of GST, VAT and all local and regional taxes and charges; and

                                               iii.      exclusive of packaging and delivery charges

e.       You will pay GST, VAT and Duty (and all other applicable imposts) in Your country of receipt in addition to such quoted prices and with respect to any other taxable supply in accordance with these Terms.

f.        If We arrange delivery, delivery charges can be calculated at the time of dispatch and added to the invoice or charged at a later date on Our invoice.  An additional administration fee will apply.  No responsibility is accepted for goods in transit. You should arrange Your own transit or marine insurance if required. 

g.       Quoted lead times are based on anticipated lead times for raw materials and components, production loading and capabilities at the time of quoting. Changes to requirements, delays in providing correct, complete and/or required information, delays in returning approvals, delays in receiving raw materials and components or other circumstances causing a delay, may result in a rescheduling of the order and a change in the scheduled delivery date.

3.              Orders

a.       Each order You place is deemed to include a representation that You are solvent and able to pay all of Your debts as and when they fall due.

b.       At the time of placement of each order, You must inform Us in writing of any facts that might reasonably affect any decision to accept the order and/or grant credit.  Any failure to do so shall be deemed to create and constitute an inequality of bargaining position, taking unfair advantage of Us and to be unconscionable, misleading and deceptive.

c.       After placement of an order We acknowledge the order by sending You an order confirmation. 

d.       Once you have placed an order it cannot be cancelled or modified without Our written consent.

e.       We may invoice on the scheduled delivery date, any Services provided, work undertaken (including documentation), components or material purchased or committed to (including pre-committed labour and production which cannot be reallocated), prior to cancellation or modification of an order and any other costs which result from any delay in delivery caused by You.

f.        Returns may only be made with prior written consent by Us and may not be accepted after 7 days from the date of invoice.  Freight costs on goods being returned to Us will be borne by You.  A restocking fee may be charged.

                                                   i.      Packing:  Where goods were originally supplied in a special Principal’s carton, any return shall be made in that original carton and the goods shall be in their original condition and unmarked condition, complete with any instruction sheets supplied.

                                                 ii.      Goods not returnable:  Any goods specifically made, including items cut to length, any goods altered or damaged by You, and any goods especially indented and which are not normal stock items, will not be returnable to Us once supplied.

4.              Delivery

a.       Delivery of a Product is deemed to have occurred in accordance with the Incoterms agreed by Us and specified on Our invoice.

b.       Delivery of Services is deemed to have occurred on the day when the Services are completed by Us.

c.       We will use Our reasonable endeavours to deliver Products or Services on or prior to the scheduled delivery date.

d.       We accept no liability for any consequence arising from any delay, failure or inability to deliver any Products or Services.

5.              Credit Facility

a.       You authorize Us to make all reasonable enquiries to verify Your creditworthiness and credentials.

b.       Your credit facility with Us (if any) shall remain in the name stated by You on Your application for credit facilities until We give Our consent in writing to any change.

c.       If We grant any credit facility or nominate any credit facility limit, We may vary or withdraw such credit facility or credit limit at any time.  If credit is withdrawn, all outstanding amounts become immediately due and payable.

d.       You must notify Us in writing of any material change in Your structure, management or position or of any other matter that may affect Your credit status (including any sale or disposition of any part of Your business, any change in control, or any new charge, mortgage or security given to any supplier or financier) within 48 hours of any such change.

6.              Payment terms

a.       Payment must be made without set-off or deduction by no later than the end of the month following the month in which the Products and/or Services are invoiced, provided that if You do not have a credit facility with Us or if Your credit facility is cancelled You must pay the purchase price for Products and/or Services in full before delivery.

b.       Payment must be made at the place specified on Our invoice.

c.       Interest may be charged on overdue accounts.  Interest will be calculated daily from the date of the relevant invoice and up to and including the date of payment in full and will be based on the Commonwealth Bank's published overdraft rate from time to time plus 2%.  Such interest will be compounding.

d.       Without prejudice to Our other rights and remedies, default in payment shall entitle Us to cease or suspend the supply of Services or the manufacture or delivery of any Product (and, without limitation, to invoice for all work undertaken and costs incurred) and to take proceedings for the collection of outstanding amounts.

e.       You will indemnify Us on demand against all costs and expenses incurred in respect of anything instituted or considered against You for the recovery of any debt, the repossession of any Products or otherwise (including credit collection commissions, legal fees, bank charges and court costs).

f.        If You commit or are involved in any act of insolvency, You agree that this shall be deemed a default under these Terms.  Upon such act, the cost of all work undertaken and expenses incurred in the provision of Products and Services under these Terms become immediately due and payable and shall be invoiced as at that date.  An 'act of insolvency' is deemed to include bankruptcy, liquidation, receivership, administration or the like.

g.       All shipments and deliveries are subject to approval of Your credit standing by Us. We reserve the right to decline or postpone shipments for any reason except upon receipt and acceptance of payment or upon terms and conditions acceptable to Us.

7.              Credit Card Payments

We accept credit card payments using Visa and MasterCard.  Credit Card payments will incur a surcharge, 1.77% within Australia and 2.94% for International transactions. 

8.              Products: Retention of Title and Risk

a.       All risk in respect of the Products delivered shall be borne by You from the time the Products cease to be within  Our actual possession and from such time You accept liability for safe custody of the Products and agree to indemnify Us for any loss relating thereto.

b.       Title in the Products passes to You at the time that all monies due in respect of the Products supplied to you, whenever owing, are paid by You.

c.       Until we have received payment in full for the Products:

                                                   i.      You irrevocably authorize Us to enter any property where any Products are held or stored, to retrieve those Products which have not been paid for in full and in doing so, to use such force as is necessary.  We will not be liable for trespass or any resulting damage and, without limiting any other rights and remedies, may keep or resell any of the repossessed Products;

                                                 ii.      You agree that the Products shall be identified or held in a manner which enables them to be readily distinguished from products purchased from other suppliers or Products supplied by Us for which you have paid in full; and

                                               iii.      the provisions of the Personal Property Securities Act 2009(Cth)(“PPSA”) clause 9 (below) will apply.

9.              Personal Property Securities Act

a.       You acknowledge that We have a purchase money security interest (“PMSI”) over the Products supplied by Us and any proceeds to secure all amounts owed to Us for the purposes of the PPSA.

b.       You further acknowledge that We:

                                                   i.      may register the PMSI on the Personal Property Securities Register (“PPSR”);

                                                 ii.      have the ability to reclaim the cost of the registration of the PMSI on the PPSR from You; and do

                                               iii.      not need to give any notice under the PPSA (including a notice of a verification statement) to You unless the notice is required by the PPSA and cannot be excluded.

c.       The parties acknowledge that, unless otherwise defined in these Terms, the terms and expressions used in this clause 9 have the same meaning as given to them, or by virtue of, the PPSA.

10.         Warranty and Liability

a.       Our liability with respect to Products is for a period of 24 months from delivery and is limited to the rectification of Our faulty workmanship, defective in material and/or non-compliance by Us.

b.       In entering into these Terms, You do not rely on any representation, warranty or other provision except as expressly provided in these Terms and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

c.       We will undertake in-warranty service for those products for which the existence of warranty conditions can satisfactorily be verified.  The existence of warranty conditions is determined by the proof of purchase and purchase date.

d.       Warranty repairs include only freight costs back to You.  Freight costs to send repairs to Us will not be covered.

e.       We accept no liability for:

                                                   i.      any defect or failure due to accident, misuse, abuse, negligence and non-observance of  installation and operating instructions, choice of location, configuration or connection, or faulty power supply;

                                                 ii.      Products which have been repaired or serviced by a person not authorised by Us or which have been fitted with non-approved parts;

                                               iii.      failure to obtain proper maintenance;

                                               iv.      Products used other than for any reasonable purpose for which they were manufactured, or  used in a way not specified by Us;

                                                 v.      Products You sell, lease or otherwise part with possession of;

                                               vi.      deterioration due to normal use and exposure, including abnormal environmental conditions such as lightning strike, flood, extreme heat and insect infestation;

                                             vii.      expenses relating to transportation of the Product to and from You; and

                                           viii.      any damage, indirect or incidental, to the Products of whatever nature.

f.        Warranty is likewise extended to non-warranty repairs carried out by Us but is limited to 3 months and is applicable to the repair work done and not to any subsequent failure of unrelated parts and software.  Charges will be at the fixed, scheduled rate, which includes part costs and labour. 

g.       The remedy in respect of any breach of clause 10 (a) or any breach of any condition or warranty not otherwise excluded by clause 10 (b), is limited at Our option to the replacement of Products or the supply of equivalent Products or the re-supply of Services rendered or the cost of having those Services re-supplied.

h.       If you should make any claim against Us, however arising, for which We are found or admit to be liable, the amount of damages payable to You in respect of any loss that You sustain will be an amount not exceeding the total amount of fees rendered by Us in respect of the supply of the Products or Services.

i.         You will indemnify and continue to indemnify Us against any liability, loss, damage, claim, action, demand, costs or expenses incurred or suffered by Us, including but not limited to:

                                                   i.      any breach of these Terms;

                                                 ii.      any breach of any laws by You;

                                               iii.      any act or omission (negligent or otherwise) by You; or

                                               iv.      any action or trespass resulting from Us reclaiming any unpaid Products from You.

11.         Intellectual Property Rights

a.       Intellectual property rights includes copyright, trade mark, design, patent, semiconductor or circuit layout rights, know how, trade or other proprietary rights or any rights to registration of such rights or protected by statute (“Intellectual Property Rights”)..

b.       You will retain ownership of any pre-existing Intellectual Property Rights in materials provided by You to Us for use by Us for the purpose of providing Products, software and/or Services.

c.       We will retain ownership of any pre-existing Intellectual Property Rights in materials, information, tools, and methodologies provided by Us for the purposes of providing the Products, software and/or Services (or undertaking any improvements to the Products, software and /or Services).

d.       You indemnify Us against any claims of infringement of any Intellectual Property Rights or misuse of a third party’s confidential information brought against Us as a result of the provision of Products, software and/or Services in relation to these Terms or arising directly or indirectly from the use of any materials or information provided to Us by You.

12.         Confidentiality

a.       You agree not to disclose any information provided by Us to You relating to Us and Our related entities that we may reasonably regard as confidential or commercially sensitive (including without limitation Our pricing information) unless you can establish the information was:

                                                   i.      at the time of disclosure, in the public domain

                                                 ii.      subsequent to disclosure, entered into the public domain other than through the breach of a duty owed to Us; or

                                               iii.      required to be disclosed by law

b.       We will use reasonable endeavours to preserve the confidentiality of information supplied to Us by You that You designate as confidential information.  Nothing in these Terms will impose on Us the obligation not to disclose or use information already known to Us prior to its disclosure to Us by You, or lawfully received by Us from a third party, or information published at the date of such disclosure, or information which enters the public domain through no fault of Your own, or is to be disclosed by law.

c.       You indemnify Us against any claims in respect of a breach of Your confidentiality obligations under these Terms.

13.         Force Majeure

a.       We will not be in default or breach of these Terms for failure to perform or any delay in performing any of Our obligations as a result of any force majeure event, including war, flood, fire, explosion, riot, insurrection, blacklisting, boycott or sanctions however incurred, civil commotion, strike, lockout, industrial dispute or other differences with workmen, shortage of utility, facility, material or labour, freight embargo, transportation delay, breakdown or accident, act of terrorism, act of God, governmental regulation or direction or any other cause beyond Our reasonable control.

14.         Miscellaneous

a.       None of Our employees, servants or agents are authorized to alter, vary or waive these Terms (or any of them) by oral agreement. Any variation to these Terms must be made and agreed in writing.

b.       Unless otherwise specified, these Terms contain the entire agreement between Us and You and supersede all prior representations and understandings made by either party at any time whether orally or in writing.

c.       Every provision of these Terms is independent of the others.  Any provision which is prohibited or unenforceable in any jurisdiction will be ineffective to the extent only of such prohibition or unenforceability, and the other provisions will remain in force.

d.       Unless otherwise notified, the address of each party for the purpose of notices is the address set out below:

                                                   i.      for Us: 77 Magill Road, Stepney SA 5069; Facsimile: (08) 8362 8400.

                                                 ii.      for You: the address and facsimile number (if any) specified in the Schedule or order.

e.       If We fail to exercise any rights arising from any breach of these Terms it shall not be a waiver of such rights or of any rights relating to any subsequent or other breach.

f.        These Terms are governed by the laws of South Australia and the parties submit to the non-exclusive jurisdiction of the courts of that State.

15.         Special Conditions

a.       The parties will comply with the special conditions (if any) set out in the Schedule ("Special Conditions").

b.       Where any Special Condition conflicts with any other provision of these Terms, the Special Condition will prevail to the extent of the inconsistency.

 

 

 

On placing an order with Us, You indicate Your acceptance of these Terms (including the schedules, Special conditions and Annexure (if any))


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