TERMS AND CONDITIONS OF SALE
1. GENERAL
Unless the context otherwise requires:
Australian Consumer Law means Schedule 2 of the Competition andConsumer Act 2010.
Agreement means the agreement between TE and Customer for the
supply of Goods by TE to Customer and shall be constituted in its entirety
by these Terms and Conditions of Sale and, if any, TE’s quotation and
the Confidential Credit Application and Agreement;
Credit Arrangement means the credit terms available to Customer
pursuant to an application by Customer for the provision of Goods on
credit submitted to TE using TE’s standard credit application form andaccepted in writing by TE (referred to as the Confidential Credit
Application and Agreement);
Customer means the party to whom TE has agreed to supply Goodspursuant to the Agreement;
Goods means the goods and/or services agreed to be supplied by TE
and purchased by Customer pursuant to the Agreement;
GST has the meaning given by the A New Tax System (Goods andServices Tax) Act 1999 (Cth) or, if that Act does not exist means any Act
imposing or relating to the imposition or administration of a goods andservices tax in Australia and any regulation made under that Act;
Guarantee means the guarantee document provided by Customer or
Customer’s directors, shareholders or principals to TE to guarantee theperformance of the Agreement by Customer;
Proprietary Information means any and all information and intellectual
property relating to the Goods or the installation or operation of the Goods
including but not limited to patents, designs, drawings, instruction
booklets, specifications, circuit drawings, componentry, trade secrets,
trade marks and copyright in such information and intellectual property;
Purchase Order means the written purchase order by Customer to TE
for the supply of the Goods;
TE means TE Connectivity Australia Pty Ltd ACN 000 129 573 named as
supplier on a quotation;
TE Group means that group of companies that has as its ultimate parent
TE Connectivity Ltd.
2. QUOTATIONS AND PURCHASE ORDERS(a)
Subject to the clause immediately below, quotations from TE
are valid for a period of 30 days from the date of issue or as otherwise
specified in the quotation. Prices given in any quotation by TE are
applicable to that quotation only, and will not apply in any other instances.
A quotation from TE is not an offer to sell.
(b)
In order to purchase the Goods, Customer must place with TE
a Purchase Order setting out an order number, TE’s quotation number(if applicable), full description of the Goods to be purchased, the delivery
date, delivery point, Customer’s full name and ABN/ACN and any otherinformation required by TE. The Purchase Order may be accepted or
rejected by TE at TE’s sole discretion.
(c)
A contract shall be formed by and upon TE accepting from
Customer a Purchase Order pursuant to the clause immediately above
and each contract shall be governed by the Agreement.
(d)
The Agreement shall take precedence over any otherrepresentations, agreements, arrangements or understandings relating
to the Goods and any matters in connection with the Goods.
(e)
Any conditions or terms of purchase submitted by Customer
deviating from or inconsistent with the Agreement will not bind TE,
notwithstanding any statement by Customer in its Purchase Order thatits terms and conditions prevail over the Agreement.
(f)
Where the Goods to be supplied contain raw materials, theprice and availability of which is unpredictable (eg PVC, copper, steel),and there is a lack of available such raw material either to enable TE tosupply the Goods or to supply the Goods at the price stated in thePurchase Order, TE may, at its sole option:(i)
expend additional time to make reasonable efforts to attempt
to locate raw material, and if raw material cannot be located, serve noticeof immediate termination of the Purchase Order under the Agreement; or(ii)
endeavour to reach agreement with Customer on an increasein the purchase price for the Goods, and if agreement cannot be reached,
serve notice of immediate termination of the Purchase Order under the
Agreement; or(iii)
serve notice of immediate termination of the Purchase Orderunder the Agreement.
In neither case shall TE have any liability to Customer as a result of suchtermination, but Customer shall pay to TE the purchase price of Goods
actually supplied or that will be supplied under the Purchase Order underthe Agreement.
3. PAYMENT OF PURCHASE PRICE(a)
Unless otherwise agreed in writing, TE accepts Purchase
Orders subject to the condition that Customer agrees to pay the purchaseprice appearing on TE’s price list for those Goods current as at the datethat TE accepts the Purchase Order.
(b)
A copy of TE’s price list for the Goods is available on request.
All prices on TE’s price list are subject to alteration without notice up until
the time that TE accepts the Purchase Order.
(c)
The total purchase price, unless otherwise stated in thePurchase Order, includes GST but may not include any delivery charges,
packaging, freight, assembly costs, installation costs, costs and chargesof third party suppliers such as electricians, insurance or any statutory,
sales, excise, or other taxes, duties or imposts, all of which may be added
to the purchase price or otherwise will be paid by Customer or
reimbursed by Customer to TE, as TE may elect.
(d)Payment of the purchase price must be made in full within 30
days after the date of the invoice or otherwise in accordance with
Customer’s Credit Arrangement. Any amounts that exceed Customer’s
approved credit limit will be payable immediately upon demand.
(e)
Customer must not set off any money owing or alleged to beowing by TE against money due by Customer to TE.
(f)
Customer acknowledges that TE is a member of the TE Group.
Customer agrees that TE and/or any other TE Group company is entitled
to exercise a right of set off to the extent Customer is indebted to TE or
to any TE Group company against any monies due by TE to Customer
or any TE Group company on this or any other account.
(g)
If Customer does not pay money by the due date for payment,
without prejudice to any other rights which it may have against Customer,
where the amount overdue exceeds $5,000.00 TE may require Customer
to pay on demand interest at 90 day bank bill rates calculated from thedue date on daily balances of amounts unpaid. Where the overdue
amount is less than $5,000.00, TE shall be entitled to charge Customer
an administration charge of $40 plus GST per month.
4. CANCELLATION OF ORDERS
Customer may not alter or cancel a Purchase Order without TE’s priorwritten consent. If TE agrees to alter or cancel the Purchase Order,
Customer will indemnify TE against any loss, damage and expense
incurred by TE in relation to the alteration or cancellation of that Purchase
Order, including the cost of return freight, return shipping to factory oforigin, items purchased from third parties for inclusion in the Goods andall labour and engineering costs incurred by TE in the execution or part
execution of the Goods and including compensation payable to any ofTE’s suppliers and loss of profit.
5. RETURN OF GOODS AND CREDITS(a)
Customer is deemed to have accepted the Goods unless it
makes a claim in accordance with this clause 5.
(b)
Customer may reject any Goods that are wrongly supplied oroversupplied providing full particulars of the claim to TE in writing within
5 days of receipt of those Goods. TE may dispute any such claim.
(c)Goods referred to in the sub-clauses immediately above may
be returned to TE for credit if all of the following is complied with:(i) Customer has been issued with a Goods Return Authority by TE;(ii) the Goods are returned to TE’s premises within 21 days of TE’s issueof the Goods Return Authority;(iii) the Goods are accompanied by the Goods Return Authority stating
TE’s original invoice number and reason for return; and(iv) the Goods are returned in an unsoiled, undamaged and resalable
condition in their original packing.
(d) The return of the Goods shall be at no cost to TE, unless delivered as
the result of an administrative error by TE, in which case TE will bear thecost of return; (e) Customer must not return any Goods to TE unless it
has complied with the clauses above and has done all things necessary
to permit TE to examine the Goods to TE’s satisfaction within that period.

Issue date: September 2015

(f) Goods returned to TE will incur a fee equal to 25% of the invoiced
value of the Goods unless Goods were delivered as the result of an
administrative error by TE. (g) Other than as above, all other claims for
credit must be made in writing to TE within 7 days of delivery of theGoods.
6. DELIVERY AND STORAGE(a)
All quoted delivery or consignment dates are estimates only.
TE is not obliged to meet such dates and will not be liable to Customer
by reason of delays caused by any reason whatsoever.
(b)
TE is deemed to have delivered the Goods when the Goods
are made available to Customer for physical collection by or on behalf ofCustomer at Customer’s nominated delivery point (Delivery). Any
unloading or loading shall be Customer’s responsibility, unless TE
otherwise agrees in writing.
(c)
TE may deliver the Goods by instalments (where, in TE’s
opinion, this is reasonable) and issue interim invoices to Customer.
(d)Without limiting any other provision of the Agreement, failure
by Customer to pay any instalment, or any other amount when due, will
entitle TE to withhold or delay delivery of any remaining Goods ordered.
(e)
If Customer is unable to collect the Goods at Customer’s
nominated delivery point on the delivery day, TE may (at its option andwithout limiting its other rights and remedies) arrange suitable storage ofthe Goods, whether at its premises or elsewhere, and Customer must
pay or reimburse all costs and expenses of storage, insurance,
demurrage, handling and other charges associated with such storage.
Notwithstanding Customer’s inability to collect the Goods, Delivery isdeemed to have occurred. (f) Any requests to TE for proof of delivery
must be made within 21 days of delivery of the Goods. Requests madeafter this time will incur an administration charge of $50 plus GST.
7. TITLE, RISK AND TERMINATION(a)
Title to the Goods shall remain with TE until all monies owing
by Customer to TE have been paid in full (whether such monies arepayable under a specific contract or on any other account).
(b)
Until such time as Customer has paid in full all monies owing
to TE, Customer shall:(i)store the Goods separately and mark them so that they areclearly and easily identifiable as TE’s property and, if Supplier requests,
inform TE of the location of the Goods;(ii)hold the Goods as bailee for TE, subject to Customer’s right todeal with the Goods in the ordinary course of Customer’s business(Bailment);(iii)
indemnify TE against any claim arising out of the possession,use or disposal of the Goods by Customer or repossession or attempted
repossession by TE.
(c) If:(i) a payment is not made in accordance with the Agreement;(ii) Customer commits any other breach of the Agreement;(iii) Customer becomes bankrupt, has an administrator, a receiver or areceiver and manager appointed, goes into liquidation (whether
voluntarily or otherwise), or is wound up, dissolved or declaredinsolvent, then TE may at any time, without notice to Customer andwithout prejudice to any other rights that it may have against
Customer: (i) terminate the Agreement and the Bailment;(ii) suspend some or all its obligations to Customer under the Agreement;
and/or (iii) enter upon any premises owned or occupied by Customer
where TE reasonably believes the Goods may be stored and repossess
the Goods without being liable for any damages caused.
(d) If Customer sells the Goods before payment in full to TE, or uses theGoods in a manufacturing or construction process of its own or somethird party, Customer holds the proceeds on trust for TE in respect of
those Goods, and must keep such proceeds in a separate accountuntil the liability to TE is discharged and must immediately pay thatamount to TE.
(e) The risk in the Goods passes to Customer at the time of Delivery.
(f) Without limiting the preceding clauses, the Customer acknowledges
and agrees to the following:(i) these Terms and Conditions of Sale creates and/or provides for aninterest or interests in favour of the TEin the Goods supplied by the
TE under these Terms and Conditions of Sale which will constitute a
security interest in the Goods and the proceeds of sale of such
Goods under the Personal Property Securities Act 2009.
(ii) The Customer will, upon request by TE, enter into a security
agreement, in a form provided by TE, pursuant to which TE will
maintain a first priority (or such other priority as TE agrees in writing)security interest in the Goods and the proceeds of such Goods. The
Customer shall act immediately in this regard when requested by TE.
(iii) To the fullest extent permitted by law, the Customer waives any rights
it may have now or in the future to receive a copy of any verification
statement or other confirmation related to the interests created orprovided for by, or perfected in the manner contemplated by, theseTerms and Conditions of Sale.
8. INSURANCE
Customer must keep the Goods insured against all risks for Goods of thatkind from the time the risk in the Goods passes to Customer until the timethat title to the Goods passes to Customer. Customer holds the proceedsof that insurance on trust for TE up to the amount it owes TE in respectof those Goods, and must keep such proceeds in a separate accountuntil the liability to TE is discharged and must immediately pay thatamount to TE.
9. LIMITED WARRANTY & LIMITATION OF LIABILITY(a)
Subject to clause 10, TE warrants the Goods to be free fromdefects in workmanship and materials under normal use and service fora period of 1 calendar year from the Delivery (Warranty Period). To
make a claim under this warranty, the Customer must direct the claim to
the contact person noted below. This warranty does not cover costs ofclaiming under this warranty; costs of recovery of the Goods from the siteor damage, fault, failure or malfunction due to external causes including
accident, abuse, misuse, mechanical or electrical overload, abrasion,
corrosion, incorrect installation, failure to perform required preventative
maintenance or normal wear and tear. This warranty is in addition to any
other rights or remedies available to you under the Law.
(b)
During the Warranty Period, to the extent permitted by law andsubject to the Australian Consumer Law ("ACL"), Customer’s sole
remedy with respect to breach of warranties set out in the clause
immediately above will be to repair or replace (as TE may elect) any such
defective Goods at TE’s expense. The replacement or repaired Goods
shall be covered by the unexpired portion of the Warranty Period in
respect of the original Goods or for a period of 90 days, whichever is thegreater.
(c)
For equipment forming part of the Goods, which equipment is
not manufactured by TE, the original manufacturer’s warranty will apply.
TE’s liability for such equipment shall not exceed the liability of the
manufacturer.
(d)TE’s liability under the Agreement will be reduced by theamount of any contributory loss or damage to the extent caused by
Customer’s act or omission. (e) Customer acknowledges and agrees
that, to the extent permitted by law and subject to the ACL, TE has noliability in contract, tort (including negligence or breach of statutory duty),
by statute or otherwise for loss or damage (whether direct or indirect) of
profits, opportunity, revenue, goodwill, bargain, production, contracts,business or anticipated savings, corruption or destruction of data or for
any indirect, special or consequential loss or damage whatsoever.
(f) TE’s total liability under any contract and the Agreement shall not
exceed the total dollar amount of the Goods purchased by Customer
under each contract.
(i)Any warranty claim should be directed to:[Insert name][Insert address][Insert telephone number][Insert email address (if any)]
10.
LIMITATION OF LIABILITY IN CONSUMER
TRANSACTIONS
In connection with the supply to a consumer, within the meaning of the
ACL, of any goods or services other than goods or services of a kindordinarily acquired for personal, domestic or household use or
consumption, the liability of TE in the event of a guarantee (other than aguarantee under section 51, 52 or 53) is limited, subject to Section 64Aof the ACL, at the option of TE.
(a)in the case of goods, to any one or more of the following:i.

the replacement of the goods or the supply ofequivalent goods;

ii.
(b)

the repair of the goods; orin the case of services to the supplying of the services again.

To the extent that any goods or services supplied by TE are supplies toa ‘consumer’ as defined in the ACL, TE will comply with any applicableconsumer guarantees and the following statement will apply:“Our goods come with guarantees that cannot be excluded under theAustralian Consumer Law. You are entitled to a replacement or refund
for a major failure and for compensation for any 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 thefailure does not amount to a major failure.”
11. PROPRIETARY INFORMATION(a)
Customer acknowledges that all Proprietary Information andall right, title and interest therein are the sole property of or licensed by
TE and Customer shall gain no right, title or interest in the Proprietary
Information whatsoever. Customer specifically acknowledges TE’s
exclusive rights to ownership of any modification, translation or
adaptation of the Proprietary Information and any other improvement ordevelopment based thereon, whether developed, supplied, installed or
paid for by or on behalf of Customer or any buyer of Customer orotherwise.
(b)
Customer must not and must not permit any person reasonably
within its control nor procure any person to modify, copy, clone or reverse
engineer the Goods, or copy, modify or decompile any of TE’s
documentation relating to the Goods.
12. EXPORT/RE-EXPORT/RESALE(a)
The Goods supplied are intended for use only in Australia,
unless TE otherwise agrees. If Customer exports or re-exports theGoods, it is Customer’s responsibility to ensure that the Goods and theuse to which they are put comply with the laws of the destination.
(b)
Customer acknowledges that the Goods purchased by
Customer may not be sold, leased or otherwise transferred to or utilised
by a terrorist organisation, a party listed on the (US) Denied Persons Listor by an end-user engaged in activities related to weapons of mass
destruction, including but not limited to activities related to design,development, production or use of nuclear materials, nuclear facilities or
nuclear weapons, missiles or support of missile projects, or chemical or
biological weapons. (c) If Customer resells the Goods, it shall not, inconnection with their resale, pay or offer to pay, money or anything ofvalue to any government official, entity or organization, any political party,
any candidate for public office, or their employees or relatives, for the
purpose of influencing purchasing decisions or for any other improper
purpose.
13. MISCELLANEOUS(a) The fact that TE fails to do, or delays in doing, something it is entitledto do under the Agreement, does not amount to a waiver of its rightto do it. TE must agree in writing to any waiver.
(b) If a clause or part of a clause can be read in a way that makes it
illegal, unenforceable or invalid, but can also be read in a way thatmakes it legal, enforceable and valid, it must be read in the latterway. If any clause or part of a clause is illegal, unenforceable orinvalid, that clause or part is to be treated as removed from theAgreement, but the rest of the Agreement is not affected.
(c) TE shall not be liable for any failure to fulfil or any delay in fulfilling
any obligation arising under the Agreement if the failure or delay has
been caused directly or indirectly by any act of God, war or other civilcommotion, strikes, lockouts, stoppages and restraints of labour,
breakdown of machinery, inability to obtain raw materials or fuel, fireor explosion, any government action or any other cause beyond TE’s
reasonable control and not as a consequence of TE’s negligence.
(d) Any notice to be given to a party under the Agreement must be inwriting and must be sent by post, facsimile or email to the address ofthat party shown in the quotation, Purchase Order or orderacknowledgment. Notice is deemed to have been given at the time
it would have been received in the normal course of post if sent bypost, or if otherwise given at the time it was actually received.
(e) The Agreement is governed by and must be interpreted inaccordance with the laws of the State or Territory where TE supplies
the Goods and the Goods are delivered. Where there are multiple
places of supply and/or delivery, TE may elect the State or Territory
in Australia that shall have jurisdiction over the Agreement.
Customer unconditionally submits to the non-exclusive jurisdiction of
the courts of the State or Territory determined in accordance with thisclause.

(f) Where there is more than one Customer then the liability of eachshall be joint and several.
(g) The rights and remedies provided in the Agreement will not affect anyother rights or remedies available to TE.
(h) Customer shall not assign this Agreement without TE’s prior writtenconsent.