General Terms and Conditions of Trade

1. Definitions

1.1 “Seller” means Agile Broadcast Pty Ltd ACN 132 513 458 ABN 51 319 254 372.

1.2 “Purchaser” means the legal entity (person or organisation) who buys or has agreed to buy the Goods.

1.3 “Goods” refers to a product or service being offered for sale by the Seller.

1.4 “Supplier” means any vendor of the Seller.

2. Application of Terms of Trade

2.1 Subject to clause 2.2 these terms and conditions shall apply to every sale of Goods between the Seller and the Purchaser

2.2 Terms may be overridden or supplemented by an agreement between the Seller and the Purchaser, or a specific note provided by the Seller on a proposal, quotation, invoice or Rate Card.

2.3 All brochures, catalogues, price lists, samples and other advertising or descriptive material submitted to the Purchaser are intended to be approximate only and to give a general impression of the Goods. Unless expressly incorporated in the quotation the same shall not form part of the sale.

3. Prices

3.1 All prices quoted by the Seller are in Australia Dollars (AUD) and exclude tax, insurance and delivery charges, unless otherwise noted.

3.2 Prices on quotations are firm for 14 days from the date of issue, subject to clause 3.3 or unless otherwise stated.

3.3 The price of imported goods is subject to exchange rate variations.

3.4 Prices quoted are for payment by electronic funds transfer (EFT) to the Seller’s account, by the invoice due date. Processing fees may otherwise apply.

4. Acceptance of Orders

4.1 All orders for Goods (or acceptance of Seller quotations) must be made in writing (email) or via the Seller’s website.

4.2 Any amendments to purchase orders must be approved by the Seller in writing to be effective.

4.3 Only these Terms (no other terms and conditions which may be attached to or incorporated in a purchase order) form part of the contract of sale between the parties. Acceptance of a purchase order will not be acceptance of any such terms or conditions.

5. Payment & Credit Terms

5.1 The Purchaser shall pay in full prior to provision for all Goods, unless otherwise previously agreed in writing.

5.2 Where the Seller extends credit to a Purchaser, the payment for all Goods will be made within the credit terms present on the invoice. The Seller may select these credit terms at its absolute discretion.

5.3 Where Goods are valued greater than the Purchaser’s agreed credit limit, a 60% deposit shall be due upon order acceptance.

5.4 Where Goods are supplied as part of a larger project, a progress payment plan may be offered by the Seller.

5.5 The Seller reserves the right to withhold shipment of Goods or supply of services, if the Purchaser does not make timely payment, including progress payments for Projects.

5.6 Where payment is by cheque, payment is not deemed as received until the cheque has been cleared.

5.7 The Seller understands and will exercise its right to claim interest under the late payment legislation if payment is not made in accordance with the agreed terms and conditions.

5.8 In the event of a default payment, all legal costs, incidental expenses and collection charges will be charged to the Purchaser’s account.

6. Transfer of Title 

6.1 Title of all Goods remain the property of the Seller until full payment has been received. 

6.2 While the Goods remain the property of the Seller, the Seller shall have the right to retake possession of the Goods from the Purchaser without notice or demand.

7. Delivery of Goods

7.1 The Seller will use its reasonable endeavours to deliver Goods to the Purchaser by the date agreed.

7.2 The Seller will not be liable for losses incurred by the Purchaser for any delays in delivery in which the cause is beyond the Seller’s control.

7.3 Freight charges incurred by the Seller in delivering Goods will be invoiced to the Purchaser at cost unless quoted otherwise.

8. Risk

Risk of loss, theft, damage, deterioration or destruction of Goods passes to the Purchaser upon the earlier of:
(a) delivery to the Purchaser;
(b) collection by the Purchaser; or
(c) the pick-up by or delivery to any carrier contracted by the Purchaser for delivery to the Purchaser;

9. Acceptance

Unless the Purchaser provides the Seller written notice of any aspect of Goods which is alleged by the Purchaser to be otherwise than in accordance with these terms or any applicable specifications, within 7 days of the date of delivery, the Purchaser is deemed to have accepted the Goods on delivery.

10. Warranty

10.1 Goods sold shall have the benefit of any warranty offered by the Supplier.

10.2 Where the Goods are manufactured/provided by the Seller, a 90-day warranty will apply to any errors or defects.

10.3 Warranty does not entitle the Purchaser to any additional Goods or features not originally requested or specified at the time of order.

10.4 The Seller shall not be liable for any loss or damage direct or consequential arising out of any defects.

10.5 Warranty of Goods will be void if failure is due to:

(a) external causes including natural disaster, fire, accident, neglect, misuse, vandalism, water, lightning, power surge or spike;

(b) the use of Goods for other than their intended purpose;

(c) the use with or connection of Goods to items not approved by the Supplier;

(d) any attempted repair or modification of Goods by the Purchaser other than Supplier recommended maintenance;

(e) any reconfiguration by the Customer to Goods that form part of an integral system designed and installed by the Seller or Supplier;

10.6 Where the Goods are sold under a consumer contract (as defined by the Australian Consumer Law (ACL)) the statutory rights of the Purchaser are not affected by these Conditions of Sale.

11. Returns

11.1 The Buyer may return Goods purchased from the Seller and receive a credit in the following cases:

(a) Where Goods costing less than $1,000 are received by the Purchaser as “Dead on Arrival”, providing the Seller is notified within 7 days;

(b) The Seller’s description of the Goods differ significantly from the supplied Goods, and the Goods are unsuitable for the originally described task;

(c) Any situation where the Purchaser is entitled at law to a full refund from the Seller;

11.2 Excluding Goods covered by 11.1, refunds are not available unless approved in writing by the Seller, and subject to the following conditions:

(a) The Seller makes no warranty or representations regarding the Goods offered. The Purchaser must determine the suitability of any Goods prior to order;

(b) The list price of the Goods has not decreased from the price paid, end of life (obsolete), and/or clearance items;

(c) The Goods supplied by the Seller, are new and in its original packaging;

(d) The cost and risk of transit back to Seller is at the Buyer’s expense;

11.3 Should the Purchaser be unable to meet all requirements of 11.2, the Seller at its sole discretion may levy a restocking fee of 10% of the value of the Goods, plus any processing or restocking fee charged by a Supplier.

12. Cancellation 

12.1 Order cancellations by the Purchaser must be received in writing by the Seller.

12.2 Upon cancellation, the Purchaser will be liable for charges from the Seller where:

(a) The Seller becomes liable to a Supplier for cancellation or re-stocking fees in respect to Goods ordered by the Purchaser;

(b) The Seller has partly supplied Goods in the form of services to the Purchaser.

13. Termination

The Seller may, by written notice, terminate the provision of Goods to the Purchaser forthwith and recover all expenses, losses and damages including (but without limitation to) loss of profit or other consequential loss if:

(a) The Purchaser is declared insolvent or bankrupt;

(b) The Purchaser applies for voluntary administration (as defined by the Corporations Act 2001);

(c) A receiver or administrator is appointed over the Purchasers assets;

(d) The Purchaser fails to pay debts owed to the seller;

14. Force Majeure

The Seller shall not be under any liability whatsoever for any failure to perform its obligations in supplying Goods where such failure is as a result of Acts of Nature (including fire, flood, drought, earthquake, storm, hurricane or other natural disaster), war, invasion, hostilities (whether war is declared or not), terrorist activities, government sanction, blockage, embargo, labour dispute, strike, illness, lockout or interruption or failure of electricity, fuel supply, machinery or telecommunications services.

15. Errors

The Seller endeavours to ensure accuracy of descriptions, images and pricing, however, does not warrant their accuracy.  Clerical errors in computations, typing or otherwise of marketing collateral, catalogue, internet website, quotations, order confirmations, acceptance, offer, invoice, delivery docket, credit note or specifications shall be subject to correction.

16. Intellectual Property 

The Purchaser acknowledges that, unless otherwise agreed in writing, all Intellectual property rights attaching to the Goods supplied will remain the property of the Seller (or its Supplier, where such rights are owned by that Supplier).  All design details, specifications, technical handbooks, drawings and other associated data supplied, remain confidential and the property of the Seller and may not be copied or transferred to other parties without written consent.

17. Confidentiality

The Seller and Purchaser agree that they will always keep as strictly confidential any confidential information that is disclosed or provided by one party to the other. Confidential information means information in any form but does not include information that is already in the public domain at the time that it is disclosed or becomes part of the public domain otherwise than the result of an unauthorised disclosure by the Seller or the Purchaser.

18. Indemnity

The Purchaser indemnifies the Seller, its employees, agents and subcontractors against all damages, losses, expenses and costs for any claims made against them whether directly or indirectly sustained.  This indemnity includes any claim by any third party for loss or damage to any property, injury to or death of any person or economic loss arising out of or relating to Goods supplied or delay in supply of such Goods.

19. Consumer and other Rights

These terms and conditions do not and shall not be taken as applying to exclude, restrict or modify in any manner whatsoever the rights or remedies conferred on consumers and others by certain Commonwealth, State and Territorial law that cannot lawfully be excluded, restricted or modified.  Any mandatory condition or warranty implied by such law in favour of a consumer which cannot be excluded by contract between the parties to the sale of Goods remains.