Last updated: August 10, 2022
Ore Research & Exploration Pty Ltd shall not be responsible for any delay or other failure in performing its contractual obligations, if the performance of such obligations is prevented or materially affected as a direct or indirect result of the corona virus pandemic. Such causes include, without limitation, unpunctual or incorrect delivery by suppliers, impairment of OREAS’ own production due to employee absences or precautionary measures. In such cases the delivery time shall be extended automatically.
OREAS is entitled to withdraw from this agreement fully or partly by written notice, should the contractual execution become impossible.
Ore Research & Exploration Pty. Ltd.
In these terms and conditions, the company ORE RESEARCH & EXPLORATION Pty Ltd ABN 28006859856 or any related corporation or legal entity, will hereby be referred to as OREAS. The Customer refers to any person, firm, corporation, government or semi-government authority purchasing products from OREAS. Product or Products refers to certified reference materials manufactured and supplied by OREAS.
1.1 These terms and conditions shall apply to the supply of products by OREAS to the Customer.
1.2 OREAS is not bound by any terms or conditions contained in any purchase order, purchase form or other similar document supplied by the Customer and delivered to OREAS with respect to the purchase of or order for products, or otherwise which are at variance with, in derogation from or additional to these general terms and conditions. The Customer is bound by these general terms and conditions notwithstanding anything to the contrary in such purchase order, purchase form or other similar document.
2.1 The matters referred to in these terms and conditions constitute a contract between OREAS and the Customer. These terms and conditions shall prevail over any other terms and conditions that may contain terms and conditions that may be inconsistent or contrary to those contained herein.
2.2 These terms and conditions shall apply to the exclusion of all other agreements and prior representations, unless subsequently evidenced in writing by an authorized officer of OREAS and the Customer, and, together with each invoice and any supplementary agreement or other agreed document that references or is ancillary to this agreement, shall be the whole of the agreement between OREAS and the Customer.
3.1 The description of products as stipulated on invoices or order forms is provided by way of identification only and the use of that description shall not constitute a description under any contract of sale by description. Any description of any products in any brochure, document or other sales literature used by OREAS shall not form part of any agreement between OREAS and the Customer.
4.1 OREAS shall have no obligations to make replacements or a suitable alternative if the requested product is discontinued.
5.1 Subject to paragraph 5.2 hereof the price shall be as quoted in writing by OREAS. If a price is not quoted then it shall be in accordance with OREAS’ price list in effect at the date of order. Verbal quotations are subject to written confirmation from an authorized officer of OREAS.
5.2 OREAS reserves the right without notice to alter the price of products whether or not a deposit or part payment has been received by OREAS for such products and to invoice the Customer for any such extra amount where the costs of the products to OREAS has altered due to circumstances beyond its control including but without limiting the generality of the foregoing any variation in OREAS’ exchange rates, GST or other taxes, levies, imposts, duties, premiums, fees or charges however designed and to correct errors and omissions.
6.1 Payment is to be made to OREAS for products within thirty (30) days from the date of invoice, unless on prepayment terms.
6.2 If the Customer fails to comply with the terms of payment in paragraph 6.1 hereof then:
6.2.1 Overdue accounts will:
18.104.22.168 Bear interest at either i) two (2) percent per month, a 24 percent annual rate, or ii) the maximum rate permitted by applicable law, whichever is the greater and
22.214.171.124 The Customer shall be liable for all costs including GST relating to any legal action taken by OREAS to recover moneys due from the Customer, these costs including GST will be payable by the Customer to OREAS on demand.
6.2.2 OREAS reserves the right to discontinue or suspend the supply of products to the Customer.
6.3 No discount shall be allowed except where otherwise agreed by OREAS in writing.
6.4 Invoices may be issued by OREAS and will be payable by the Customer in respect of every delivery notwithstanding that the balance of the order has not been nor will not be delivered for any reason.
7.1 The Customer agrees that for the purpose of processing my/our application for commercial trade credit account, the Customer agrees to OREAS contacting the Customer’s nominated referees and collecting financial information about the customer (Privacy Act, 1988). The Customer understands that this information may include any information about their credit worthiness, credit history or credit capacity that are allowed to give or receive under the Privacy Act, 1988.
7.2 Where a Customer opens a credit account with OREAS the Customer may be required to nominate referees or guarantors (that shall be acceptable to OREAS) prior to credit being approved by OREAS.
7.3 OREAS reserves the right to withdraw at any time any credit facilities extended to the Customer where payment is not received or where such other acts or omissions of the Customer are objectionable by OREAS.
8.1 Unless OREAS otherwise agrees in writing; GST, delivery, carriage insurance, handling, storage and packaging and any other expenses relating to the products shall be charged to and paid by the Customer.
8.2 In the absence of specific instruction from the Customer, OREAS will select the carrier and make such agreement with the carrier on behalf of the Customer as OREAS in its absolute discretion deems appropriate.
8.3 OREAS will endeavour to deliver the products within the Customer’s required delivery period, but subject to Clause 8.4 shall not in any event be liable for any loss or damage directly or indirectly sustained from any failure to deliver within such period. Time shall not be the essence of this contract and any delay shall not be the basis of the Customer’s cancellation of this contract.
8.4 OREAS shall not be liable for any loss or damage resulting from any failure to give notice of any delay in delivery.
8.5 OREAS reserves the right to deliver the products by instalments at its absolute discretion and in such circumstances the Customer shall accept delivery of such products by instalments.
8.6 Where in order to deliver or collect products, OREAS or its carrier enters upon the Customer’s premises the Customer shall provide full and safe access to OREAS or its carrier and shall be liable for and indemnify OREAS and its carrier against the cost of all loss, damage to property and injury to persons, occurring directly or indirectly as a result of the failure by the Customer to ensure the said full and safe access.
8.7 The Customer shall be responsible for providing adequate labour and/or material handling equipment for the loading and unloading of products at its premises.
8.8 Where OREAS agrees to collect products from the Customer’s premises the Customer shall ensure that the products are all available for collection at an easily accessible central point and that they are ready for loading at the time OREAS or its carrier arrives to collect them.
8.9 For a Customer to return products to OREAS for a credit, the Customer requires prior written approval from OREAS and the issuance of a Returned Products Authorisation Number.
8.10 Where products are being returned to OREAS, the Customer shall ensure that they are returned complete, together with the original OREAS package.
8.11 Claims by the Customer for short, damaged or incorrect deliveries must be made in writing within seven (7) days from receipt of products.
8.12 Where products are incorrectly ordered by the Customer, supplied and subsequently returned, a restocking fee of fifteen (15) percent of the purchase price of the products shall be paid together with any delivery fee and GST incurred by OREAS as a result thereof within thirty (30) days from receipt of products.
8.13 No return of products will be accepted or a credit note issued by OREAS, for any products or custom products specifically prepared for the Customer.
8.14 If OREAS is of the opinion that returned products are not in the same condition as when they were delivered to the carrier or directly to the Customer, a charge equal to the cost required to restore the products to their original condition shall be payable by the Customer upon demand by OREAS.
8.15 If products are returned to OREAS and OREAS is unable to resell to a third party or resell for the same amount as was sold to the Customer then OREAS may charge the Customer an amount equal to the loss incurred as a result of the Customer returning the products.
9.1 Notwithstanding any credit granted to or anything contained in these terms and conditions to the Customer, OREAS shall retain the full legal and beneficial ownership and title in and to all the products delivered to the Customer by OREAS until the Customer has paid to OREAS the full amount due on all outstanding invoice(s) to OREAS.
9.2 The Customer will ensure that the products are kept in good condition.
9.3 The Customer will secure the products from risk, damage and theft; and keep the products fully insured against such risks that are usual or common to insure against in a business of a similar nature to that of the Customer.
9.4 Should the products supplied by OREAS to the Customer be lost or damaged after delivery and prior to payment, the Customer hereby agrees to indemnify OREAS for such loss and damage.
9.5 The Customer acknowledges that by virtue of 9.1 and 9.4 (above), OREAS has a security interest in the products for the purposes of the Personal Property Securities Act 2009 (Cth) (PPS Act) and to the extent applicable the PPS Act applies.
9.6 The Customer acknowledges that OREAS may do anything reasonably necessary, including but not limited to registering any security interest which OREAS has over the products on the Personal Property Security Register established under section 147 of the PPS Act in order to perfect the security interest and comply with the requirement of the PPS Act.
9.7 The Customer agrees to do all things reasonably necessary to assist OREAS to undertake the matters set out in 9.8 (above).
9.8 The Customer and OREAS agree that, pursuant to section 115 of the PPS Act, the following provisions do not apply in relation to a security interest in the products to the extent, if any, mentioned (words in this provision have the same meaning as in the PPS Act):
i. section 95 (notice of removal of accession), to the extent that it requires the secured party to give a notice to the grantor;
ii. subsection 121(4) (enforcement of liquid assets–notice to grantor);
iii. section 130 (notice of disposal), to the extent that it requires the secured party to give a notice to the grantor and other secured parties before disposal;
iv. paragraph 132(3)(d) (contents of statement of account after disposal); and
v. subsection 132(4) (statement of account if no disposal).
10.1 To the full extent permitted by law, orders for products or custom products specifically prepared by OREAS for the Customer shall not be cancelled by the Customer without written consent of an authorized OREAS’ officer. The cancellation of any order shall be made on terms which indemnify OREAS against all loss.
11.1 Changes to the specifications at the Customer’s request either at the time of placing the order or thereafter will only be accepted at OREAS’ discretion. Such changes will only take effect when agreed in writing by OREAS and which may result in a price increase.
12.1 In any event OREAS limits its liability for breach of condition to:
12.1.1 In the case of products, any one (at OREAS’ selection) of the following:
126.96.36.199 the replacement of the products or the supply of equivalent products;
188.8.131.52 the payment of the cost of replacing the products or of preparing equivalent products;
12.2 OREAS will replace or credit (at its discretion) those of the products which, upon examination are found by OREAS to be defective.
12.3. The Liability does not apply if:
12.3.1. the defect becomes apparent more than twelve (12) months after the date of the invoice
12.3.2 the products have not been used or stored in accordance with instructions issued by OREAS;
12.3.3 the Customer fails to notify OREAS of its claim under this clause within seven (7) days of the defect becoming apparent and to return the products to OREAS on its request to do so;
13.1 These terms and conditions and the contract governed thereby shall be governed by and construed in accordance with the laws from time to time, of the State of Victoria which is where the head office of OREAS is located.
To the full extent permitted by law the Customer: –
14.1 agrees to indemnify and at all times hereafter to keep indemnified and hold OREAS, its servants, distributors and resellers harmless against all claims for loss or damage (whether as a result of negligence or otherwise) arising directly or indirectly out of the Customer’s use, possession, ownership or resale to a third party or out of the use, possession or ownership by such third party of the products.
14.2 agrees that the indemnity in Clause 14.1 shall survive the termination of this contract and shall extend to cover all alleged defects in the products or certificate of analysis supplied in connection with the products or out of any failure of the products to achieve a particular result.
15.1 To the extent permitted by law the Customer releases OREAS from all and any liability for and in relation to or occurring out of any failure or transaction in performance of its obligation hereunder due in part or in whole to any cause whatsoever beyond OREAS’ reasonable control.
16.1 All prior statements and representations or collateral warranties that may have been given whether oral or in writing by OREAS or its servants or its distributors or its resellers prior to the delivery of the products are expressly excluded to the full extent allowed by law and accordingly OREAS is released by the Customer from any liability as a result of such statement or representation.
17.1 The Customer shall not rely upon OREAS’ expertise or judgement as to fitness or suitability of use for which the Customer may require the products or its custom products.
18.1 Failure by OREAS to insist upon strict performance by the Customer of any terms and conditions contained herein shall not be taken to be a waiver thereof or of any rights of OREAS in relation thereto and in any event shall not be taken to be a waiver of the same terms and conditions on any subsequent occasion and shall not discharge the Customer from any of its obligations pursuant to these terms and conditions.
19.1 In addition to any lien to which OREAS may be entitled by statute or common law, OREAS shall in the event of the Customer’s insolvency, bankruptcy or winding up, be thereupon entitled to a general lien on all property whatsoever owned by the Customer and in OREAS’ possession at the time.
19.2 The Customer agrees that if demand is made by OREAS, the Customer receiving such a demand will immediately execute a mortgage or other instrument of security, or consent to caveat, as required, and against the event that the Customer fails to do so within a reasonable time of being so requested, the Customer hereby irrevocably and by way of security, appoints any credit manager or solicitor engaged by OREAS to be its true and lawful attorney to execute and register such instruments. Such lien will cover the unpaid price of any products supplied by OREAS to the Customer.
20.1 All Notices on Accounts shall be in writing and may be emailed, hand delivered or mailed postage pre-paid addressed to the postal address of either OREAS or the Customer as notified to the other from time to time in writing. Any such Notice or Demand or Account shall be deemed to have been received five (5) business days after dispatch if sent by mail, or the next business day if delivered by hand or email.
21.1 The Customer acknowledges that these terms and conditions are subject to any rights and obligations arising between the parties pursuant to any legislation or by implication of a law and specifically acknowledge that this contract is not intended and will not operate to override any rights and obligations created by the Competition and Consumer Act 2010 as amended. To the extent that any term or condition of this contract is void, voidable or repugnant to the provisions of that Act or any other Act of the State of Victoria, or any other applicable legislation of the Commonwealth of Australia then this contract shall be read as if that term or condition were deleted and the balance of this contract shall be enforceable.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
If you have any questions about these Terms, please contact us.
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