Terms of Sale
1.1 All orders for products (“Products”) or services (“Services”) will be accepted by ADAE Pty Ltd trading as Oceania Industrial Components (OIC) subject to these terms and conditions of sale. Any person (“Customer”) who places orders for Products or Services with OIC is bound by these terms and conditions. No other terms will apply to the supply of Products and Services by OIC unless agreed in writing by an authorised signatory of OIC. OIC reserves the right to amend these terms and conditions at any time. The most current version of these terms and conditions can be found at oceaniaic.com.au. References to the “OIC website” include OIC’s website and any other catalogue of products published by OIC in any medium.
1.2 All descriptions of the Products and Services contained on the OIC website or otherwise communicated to the Customer are approximate only and shall not form any part of the contract between OIC and the Customer. OIC shall not be liable to the Customer for any errors or omissions on its website, the OIC catalogue or other product advertisement. The advertising of products and services on the OIC website is not an offer capable of acceptance; it merely constitutes an invitation by OIC for the Customer to make an offer to purchase Products and Services. OIC’s acceptance of the Customer’s order will take place when OIC confirms pricing and delivery dates to the Customer in writing, at which point a contract will come into existence between OIC and the Customer.
1.3 OIC is a business-to-business supplier. The OIC website is intended for use by business customers and not by private individuals acting as consumers (“Consumers”). Notwithstanding the foregoing, nothing in these terms and conditions of sale shall affect the statutory rights of a Customer who deals as a consumer.
1.4 The Customer’s particular attention is required for clause 11, which sets out certain limitations of OIC’ liability.
Prices and GST
2.1 The prices of the Products and Services are as set out on the OIC website. OIC reserves the right to change prices without prior notice at any time. Up-to-date information can be found on the OIC website. In the event of any conflict between prices for any products listed on the OIC website and prices in a physical printed pricelist, the prices listed on the OIC website shall prevail.
2.2 The price of an ordered Product or Service will be as set out on the OIC website at the time of order acceptance by OIC, except for products or services ordered for delivery at a future specified date (“forward orders”). The price for forward orders may be varied by OIC after the date of order acceptance by written notice to the Customer.
2.3 All prices exclude GST, which OIC will add at the rate applicable at the date of order acceptance. If GST applies to any supply the Customer must pay an additional amount equal to the amount of GST. OIC will provide a GST-compliant tax invoice within 28 days of a request. “GST” means the goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (C’th).
3.1 OIC reserves the right to decline to trade with any company or person. OIC may decline to accept any order, whether or not payment has been received, by giving notice of non-acceptance to the Customer by telephone or email within a reasonable period of receipt of the order by OIC. Further, OIC may cancel orders which have been accepted by giving written notice of such cancellation to the Customer by telephone or email within a reasonable period of receipt of the order by OIC. If OIC rejects or cancels an order for which payment has been taken, it will refund the amount to the Customer as soon as reasonably practicable.
3.2 OIC executes orders to the Customer’s requirements, but may provide substitute products where requested by the Customer, or where the product has been superseded by the latest version. To the extent that orders cannot be fulfilled completely from stock, the unfulfilled balance will (at the Customer’s option) either be put on back order to be fulfilled when OIC next has available stock or be cancelled and refunded to the Customer.
3.3 The Customer must submit orders using the OIC stock numbers and the priced units used on the OIC website or in the OIC hard copy catalogue, and must specify which delivery option is required. Any telephone, e-mail or internet confirmation of a previous order by the Customer must be marked ‘CONFIRMATION ONLY’ or otherwise clearly identified as a confirmation to avoid duplication. If the Customer orders the wrong product or number of products, or duplicates orders, the provisions of clause 12 (Cancellation and Returns) will apply.
4.1 Subject to any cancellation, substitution or non-fulfilment of Customer’s orders in accordance with clause 3 (Ordering), OIC will deliver the products specified in the Customer’s order. OIC may use third party delivery agents to deliver products to Customers.
4.2 The Customer’s delivery options, and the prices for them, are as set out on the OIC website at the date of order or will be notified to the Customer at the time of order. Customer is informed that delivery options and prices in the printed hard copy catalogue are subject to change and up-to-date information can be found on the OIC website. In the event of any conflict between delivery options and delivery prices for any products listed on the OIC website, the delivery options and delivery prices listed on the OIC website shall prevail.
4.3 Delivery prices apply per order, irrespective of the number of products ordered. Delivery will be made to the Customer’s usual business address, unless otherwise agreed in writing.
4.4 OIC will aim to deliver products in accordance with the times and dates for delivery quoted on the OIC website or by OIC’ employees (the ‘Quoted Delivery Times’), but Quoted Delivery Times are approximate only and OIC shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence. Delivery of products on the OIC website requiring special handling, may (because of the nature of the products) take longer to be delivered.
4.5 If any delivery has not been made by the Quoted Delivery Time, then subject to the Customer notifying OIC of such delay, OIC will endeavour to ascertain if the product has been delivered and will inform the Customer of the status of the delivery or the new expected delivery time. OIC may also, at its discretion, refund the total delivery charge to the Customer. If a revised delivery time is not acceptable OIC may also, at its discretion, offer an alternative delivery option. These are the Customer’s exclusive remedies for late delivery and OIC shall not be liable for any loss or damage (including indirect, consequential or economic) suffered or incurred by the Customer or any other party in relation to late delivery.
4.6 Special delivery conditions may apply for export orders. Call +61 7 3860 4913 for more details.
Inspection, Transit Delays and Non-delivery
5.1 The Customer must inspect all products as soon as is reasonably possible after delivery or collection. The Customer shall, within 10 days of the date of delivery or collection or, in the case of sub-clause iv. below, the Quoted Delivery Time or any updated estimated date for delivery, give written notice to OIC in detail of:
- i. Any defect in a Product that is apparent on reasonable examination. In this case OIC shall, at OIC’s discretion, replace the Product or refund the purchase price. See clause 9 for terms of Warranty. In any event the Customer must refuse parcels delivered to it in a damaged condition;
- ii. Any shortfall in Products delivered. In this case OIC shall, at its discretion, deliver the undelivered Products or refund the price of the undelivered Products;
- iii. Any delivery of Products not in accordance with the order. In this case OIC shall, at OIC’s discretion, replace the Products or refund the purchase price; or
- iv. Any non-delivery of the Products (in which case the time limit is within 10 days of the estimated despatch date). In this case OIC shall deliver the undelivered Products or refund the price of the undelivered Products.
5.2 If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. OIC’s record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.
5.3 The remedies set out above are the Customer’s exclusive remedies for non-delivery or short delivery of products, or for apparent defects in the products or delivery of products not in accordance with the order. OIC shall not be liable for any losses, consequential or otherwise, or for costs (including legal costs), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, damages, claims, demands, proceedings, judgments or otherwise arising from these circumstances.
6.1 If OIC has not granted credit to the Customer, payment terms are Credit Card, EFT or Cash with order.
6.2 Credit terms (subject to satisfactory credit references and at OIC’s absolute discretion) are available. If credit has been granted, on acceptance of a Customer’s order, OIC will issue that Customer with an invoice. The Customer shall pay the price of the product or service by the 30th day of the month following the month in which the products are despatched. All payments must be made without any set-off, deduction or counterclaim.
6.3 If any sum is not paid on the due date for payment then, without prejudice to any other right or remedy:
- i. all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and
- ii. the Customer will be liable to pay all expenses and legal costs incurred by OIC in relation to obtaining or seeking to obtain an appropriate remedy; and
- iii. OIC may charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 2 per cent per annum above the Reserve Bank of Australia’s published official interest rate as set at 31 December for the period 1 January to 30 June inclusive in the following year and as set at 30 June for the period 1 July to 31 December inclusive, compounded monthly.
Risk and Ownership
7.1 In the case of products to be delivered to the Customer’s property, risk of loss of or damage to the products shall pass to the Customer on delivery, unless the Customer wrongfully fails to take delivery of the products, in which case such risk shall pass to the Customer at the time when OIC has attempted to deliver the products. In the case of products which the Customer orders to be collected from an OIC trade counter, risk of damage or loss to the products shall pass to the Customer at the time of collection.
7.2 Ownership of any product supplied shall not pass to the Customer until full payment of the purchase price of the products and of all other amounts owing to OIC has been made (in cash or cleared funds). If the Customer is late in paying any sum to OIC, then OIC shall be entitled to the immediate return of all products where ownership has not passed to the Customer. The Customer authorises OIC and its agents to recover any such products in such circumstance, and to enter any premises of the Customer for that purpose.
7.3 Demand for or recovery of the products by OIC shall not of itself discharge either the Customer’s liability to pay the whole of the price and take delivery of the products or OIC’s right to litigate for the whole of the price.
Product and Availability Information
8.1 OIC reserves the right, without prior notice, to discontinue any product or to make design changes as part of its continuous programme of product improvement, or to assist product availability, and such changes may take place during the life of any OIC printed catalogue. The most up to date information on the availability and design of the products OIC supplies is available on the OIC website.
8.2 Unless otherwise confirmed in writing, nothing on the OIC website or in any OIC printed catalogue is to be taken as a representation of the source of origin, manufacture, or production of the products or any part of them.
Warranties and Remedies
9.1 OIC warrants that no product purchased from OIC is materially defective.
9.2 To the extent permitted by the Competition and Consumer Act 2010 (CCA), in the event of any such Product being materially defective, and subject to the provisions of clause 5 (Inspection, Transit Delays and Non-Delivery) surrounding defects apparent on delivery, OIC will (at its option) replace or repair the product or refund the purchase price.
9.3 To the extent permitted by the Competition and Consumer Act 2010 (CCA), in the event of any Service being defective, and subject to the provisions of clause 13 (Services) provided using reasonable care and skill, OIC will, at its option, either re-provide the Service or supply to the Customer free of charge a substitute Product in place of the defectively serviced Product.
9.4 These warranties shall not apply to any defect which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of OIC.
9.5 To the extent permitted by the CCA, the remedies set out in this clause 9 shall be the Customer’s sole remedies for any breach of warranty and in respect of the supply or non-supply of products and/or services.
9.6 The availability of the remedies set out in this clause 9 is subject to:
- i. a claim being made in writing to OIC, prior to the return of any defective product, and within 12 months of the original date of despatch or date of service, or such other periods as may be indicated by OIC for specific products or services from time to time in writing; and
- ii. the Customer returning or disposing of the relevant products, or making them available for collection by OIC, in accordance with OIC’s instructions and suitably packaged. In particular, for any returns, the Customer must obtain a Goods Return Authority (GRA) from OIC and enclose this form with all paperwork, and state the original invoice number in respect of the products and the nature of any claimed defect.
9.7 Where the Customer returns defective products otherwise than in accordance with these provisions, OIC may refuse such products and return them to the Customer at the cost of the Customer.
9.8 Any products which are replaced by OIC shall become the property of OIC. Title to replacement products shall pass to the Customer in accordance with the provisions of clause 7 (Risk and Ownership), and the period of the replacement product’s warranty shall be the unexpired period of the defective product’s warranty.
9.9 The Customer shall have no remedy in respect of any untrue statement made to it upon which it relied in ordering products and/or services (unless such untrue statement was made fraudulently) other than any remedy it may have set out expressly in these terms and conditions of sale.
9.10 Save as expressly provided in these terms and conditions of sale, all implied warranties, terms and conditions (whether statutory or otherwise) concerning the supply or non-supply of products and/or services are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, fitness for purpose and provision of services with reasonable care and skill).
9.11 Except as required by law, OIC will not be liable to the Customer for any loss, damage or liability of any kind whatsoever which arises out of the breach of implied warranties, terms or conditions (statutory or otherwise) or breach of any other duty of any kind imposed on OIC by operation of law. The Customer acknowledges that it is responsible for ensuring that the products and services it orders are fit for the purposes for which it intends to use them.
9.12. In giving the warranties set out above, OIC does not exclude or limit any application of the Competition and Consumer Act 2010 (CCA) where to do so would contravene the CCA or cause any term of these conditions to be void (“Non Excludable Condition”). These warranties are in addition to any Non- Excludable Conditions.
Export Control and Limitations of Use
10.1 Certain products sold by OIC are subject to export control regulations of Australia, New Zealand, United Kingdom, European Union, United States of America and other countries (“Export Laws”). The Customer shall comply with all such Export Laws and obtain any licence or permit required to transfer, export, re-export or import the products.
10.2 The Customer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide products to any country or entity under sanction or embargo administered by Australia, New Zealand, United Kingdom, European Union, United States of America or other country.
10.3 The Customer certifies that products purchased from OIC will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.
10.4 Products sold by OIC are not recommended or authorised for use in life support, surgical implantation, nuclear or aircraft applications or for any use or application in which the failure of a single component could cause substantial harm to persons or property.
10.5 Classifications of product for export purposes, including Harmonised Tariff codes, are made for internal use by OIC only. Such information is provided by OIC in good faith based on the information available to it at the time of compilation. OIC makes no warranty or representation that such information is up to date or correct, and shall not be liable to the Customer for any form of loss or damage suffered by the Customer as a result of reliance upon such information. Use of the information is done so at the Customer’s own risk with no recourse to OIC. The Customer is responsible for ensuring compliance with all applicable export legislation, including determining the correct classification of an item at the time of any onward export.
11.1 OIC shall not be under any liability for damage, losses (whether direct, indirect or consequential), expenses, liabilities, loss of profits, business or economic loss, depletion of goodwill, costs (including legal costs), claims, demands, proceedings, judgments or otherwise resulting from the failure to give advice or information or the giving of incorrect advice or information (including through the OIC technical helpline) whether or not due to its negligence or that of its employees, agents or sub-contractors.
11.2 OIC shall not be liable for economic loss, punitive damages, loss of revenue, loss of profits or expected future business, damage to reputation or goodwill, loss of any order or contract or any consequential or indirect loss or damage, all as may result from, or be connected with:
- i. any express or implied terms of the contract between OIC and the Customer, or of any order accepted by OIC;
- ii. any duty of any kind imposed on OIC by law arising out of or in relation to the contract between OIC and the Customer or order;
- iii. any defect in the products or services;
- iv. intellectual property rights infringement; or
- v. any other loss whatsoever arising out of these terms and conditions of sale.
11.3 If, not withstanding any other provisions in these terms and conditions of sale including without limitation clauses 9 (Warranties and Remedies), 10 (Export Control and Limitations of Use) and 11 (Liability), any liability attaches to OIC, OIC’s liability to the Customer arising out of or in connection with these terms and conditions of sale or any order whether in contract, tort or otherwise in respect of one or more of:
- i. any express or implied terms of the contract between OIC and the Customer, or of any order accepted by OIC;
- ii. any duty of any kind imposed on OIC by law arising out of or in relation to the contract between OIC and the Customer or the order;
- iii. any defect in the products or services;
- iv. intellectual property rights infringement; or
- v. any other loss whatsoever arising out of these terms and conditions of sale;
shall be limited in the aggregate to $100,000 or the total value of the order, whichever is greater.
11.4 Nothing in these terms and conditions of sale (including without limitation this clause 11) shall exclude or limit the liability of OIC for death or personal injury caused by the negligence of OIC or its employees, agents or sub-contractors, or for fraud or anything else which cannot by law be limited or excluded.
Cancellations and Returns
12.1 OIC may, at its discretion and in writing, allow an order to be cancelled where there is no fault with the product subject to OIC recovering from the Customer the costs incurred by OIC, and subject to the processing charge provided for in this clause 12.
12.2 In the event of cancellation of part of any order only, OIC may invoice the Customer any difference in selling price per unit applicable to the quantity actually despatched up to the time of cancellation compared to the quantity ordered.
12.3 A processing charge may apply in respect of all products returned other than due to defects covered by the warranty at clause 9 (Warranties and Remedies). OIC reserves the right to apply a handling charge of 20% of invoice value.
12.4 Customers may only return products to OIC, and receive a credit or refund and on the following conditions:
- i. The Customer must contact OIC in advance (phone 1300 506 505) to obtain prior consent and a returns number (to be quoted on all relevant paperwork);
- ii. Return must be made within 30 days of the date of delivery (as stated on the delivery documentation) or collection of such product(s).
- iii. Products must be returned to OIC in their original condition and packaging, unused and in a condition which will enable them to be immediately fit for re-sale;
- iv. The Customer must follow any specific instructions which appear on the OIC website (including those available in the Product Returns section) or with any product regarding its return to OIC; and
- v. Products must be adequately packed and despatched freight prepaid, clearly labelled to: Returns Department, Unit 12/67 Bancroft Road Pinkenba QLD 4008 or PO Box 2834 Ascot QLD 4007.
- vi. The Customer must quote the invoice details or the OIC reference number on the OIC Customer Returns Form from the original despatch note, otherwise any credit given for the returned products will be based upon the lowest sales price.
12.5 Where the Customer returns products to OIC not in accordance with clause 12.4 (i) – (vi) above (for example, after the period for returns has expired or in an unfit state) OIC may refuse to accept the return and return the products to the Customer at the Customer’s expense or may apply a handling charge which relates to the actual cost of reprocessing (subject to the minimum charge set out on the OIC website).
12.6 This Returns Policy excludes production packaging products, non-catalogue products, extended range products, specially manufactured products and any products marked as non-cancellable (NC) or non-returnable (NR).
12.7 OIC accepts no responsibility for any loss of or damage to products in transit from Customer to OIC or for any items received by OIC with them.
12.8 The Customer may only cancel or amend scheduled orders (i.e. orders for Products to be delivered periodically and which are specifically sourced for the Customer) if notice is received in writing at least 14 days prior to the next delivery date.
13.1 OIC offers services in respect of products. These services include: repair, calibration, software, update, programming and any other services that the parties agree. OIC may quote a turnaround time target for these services, but OIC shall be under no liability if it fails to comply with such target. Except in respect of the repair service, the product must be free from physical and electrical damage and from modifications (other than modifications detailed in the literature supplied with the product). The special conditions which apply to repairs, calibration, software update and programming are:
- i. Repairs: The repair service is subject to the availability of parts and is only available if the product has not suffered excessive physical or electrical damage and is free from modifications (other than modifications detailed in the literature supplied with the product). Any instructions set out in the repair information/questionnaire supplied with the product in question must be complied with. OIC may at its absolute discretion either repair the product or replace it with a substitute product. Any Customer-generated software returned with a product will be erased or otherwise destroyed on receipt and OIC shall not be under any liability whatsoever in respect of any data contained in such software.
- ii. Calibration: OIC will check the product for compliance with the published specification at appropriate points, using working standards which are periodically verified and which are traceable to National Standards. If OIC has to carry out more than the minor adjustments appropriate to a normal recalibration routine, OIC will either return the Product to the Customer or, on receipt of the appropriate order, will repair the Product subject to OIC’ Repair Service conditions, before further Calibration. In this case, the Repair Service charge will be payable by the Customer in addition to the Calibration Service charge.
- iii. Software Update: OIC will install the latest version of software. OIC will functionally check the unit to ensure software acceptance.
- iv. Programming: The Customer shall be liable to OIC for any damage and/or expense to OIC arising from any computer virus present in any media supplied to OIC by the Customer for use in the programming service. Any data or programmes contained in Customer’s devices will be erased or otherwise destroyed and OIC shall not be under any liability in respect of such data or programmes. The Customer must advise OIC of its specific requirements and OIC accepts no liability if the Customer fails to do this. The Customer warrants that the copying or processing by OIC of any programme supplied to OIC in any form will not infringe the intellectual property or other rights of any third party.
14. A force majeure event is any event beyond the reasonable control of OIC (including but not limited to government actions, war, fire, explosion, flood, contagion, labour disputes, traffic congestion, the downtime of any external line, or OIC’s inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If OIC is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then OIC shall be relieved of its obligations during the period that such event continues, and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure event continues for a period longer than fourteen (14) days, OIC may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.
Intellectual Property Right
15.1 The Customer acknowledges that OIC and its licensors own the intellectual property rights in the OIC website, the OIC catalogues, the catalogue content and the stock numbers, and that their whole or partial reproduction without OIC’s prior written consent is prohibited.
15.2 OIC does not warrant or give any assurance to the Customer that any products supplied do not infringe the intellectual property rights of any third party.
16.1 The Customer shall (and shall ensure that persons associated with it or other persons who are providing goods or services in connection with these Terms and Conditions shall) comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Australian Criminal Code Act 1995 (C’th) (the Relevant Requirements) and shall:
- i. not (directly or indirectly) induce any employee, agent or subcontractor of OIC to make any concession to or confer any benefit on the Customer, refrain or withhold from doing any act, in return for any gift, money, or other inducement;
- ii. not do or omit to do any act that will cause or lead OIC to be in breach of any of the Relevant Requirements;iii. promptly report to OIC any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with the performance of this contract;
16.2 The Customer is informed that:
- i. OIC employees are not permitted to accept gifts of more than token value, loans, excessive entertainment or other substantial favours from any company or individual that does business with OIC or seeks to do so;
- ii. OIC employees are not permitted to solicit gifts or other favours from any company or individual that does business with OIC, or seeks to do so; and
- iii. entertainment of OIC employees is acceptable only if it has a justifiable business purpose. It should be of a reasonable nature and such that OIC’s employees, agents or contractors, can reciprocate.16.3 Any breach of this clause 16 shall be a material breach of these terms and conditions which is incapable of remedy.
Data Protection and Customer Information
17.2 OIC may send to any business Customer and its employees details of other products and services offered by it that may interest the Customer. If the Customer or its employees do not want to receive details of these offers, or wish to amend or correct their details, then they should contact the OIC Marketing Department either in writing at, PO Box 2834, Ascot, QLD 4007 or by e-mail at: firstname.lastname@example.org.
17.3 The Customer consents that OIC may use the name of the Customer by disclosing it to certain OIC suppliers for market research and commission purposes.
Law and Jurisdiction
18.1 The contract between OIC and the Customer based on these terms and conditions of sale as applicable to each Customer order shall be governed by and interpreted in accordance with Australian Law and the Customer submits to the non-exclusive jurisdiction of the courts of Australia, but OIC may enforce the contract in any court of competent jurisdiction.
18.2 If any part of these terms and conditions of sale is found to be unenforceable by any court or competent authority or would be found to be unenforceable if it were interpreted or construed in a particular way, then it is the parties’ express intention that the relevant wording should be interpreted or construed so as to avoid such a finding and that, in the event of such a finding, the remainder of the provision in question shall be interpreted or construed to give it full effect.
18.3 No express term of these terms and conditions nor any term implied under it is enforceable pursuant to the Privity of Contract law by any person who is not a party to it.
Registered office: ADAE Pty Ltd trading as Oceania Industrial Components, C/- Chancellors Accountants, Lvl. 6 232 Adelaide Street, Brisbane QLD 4000.
Updated 26 February 2020.
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