Sealite Pty Ltd ABN 44 069 199 159
- 1.1. These terms apply to the sale of goods
by Sealite Pty Ltd ("us") to the person
or entity who enters into a contract with
us for the purchase of goods, ("you").
- 1.2. These terms supersede all previous terms
and conditions and represent the entire agreement
- 1.3. When you place an order with us, you
have accepted these Terms and Conditions.
2. Quotes provided by Sealite
- 2.1. All quotes made by us are for any period
specified in the quote. If no such period
is specified, the quote is valid for a period
of thirty (30) days from the date on the
- 2.2. Unless otherwise agreed, the price of
the goods is operative as at the date of
- 2.3. Any price concession or discount we provide
you is conditional on your full compliance
with any resulting agreement.
- 2.4. We reserve the right to amend the quote
at any time.
- 3.1. Prices quoted are exclusive of GST.
- 3.2. All Australian customers must pay the
amount for GST, without deduction or set
off of any other amounts, at the same time
and on the same basis as you pay the price
(or the first part of the total amount due,
if we agree to your paying the total amount
- 4.1. Unless otherwise agreed, payment is to
be made within thirty (30) days after the
end of the month of the date on the invoice.
- 4.2. Unless otherwise agreed, if you are outside
Australia, payment is either by telegraphic
transfer prior to shipment, or Letter of
Credit, or other terms as negotiated.
- 4.3. We may require immediate payment of all
unpaid monies (whether or not actually due
and payable by you) if any of the following
- 4.3.1. We reasonably consider that your creditworthiness
has become unsatisfactory;
- 4.3.2. An order is made, or a resolution is
passed, to bankrupt you. To wind you up,
a meeting is called to consider a resolution
to bankrupt you, wind you up or a provisional
liquidator is appointed;
- 4.3.3. A receiver or receiver and manager
is appointed over the whole or part of your
business or assets;
- 4.3.4. You enter into any arrangement or composition
with any of your creditors;
- 4.3.5. You are placed under administration
or a meeting is called or some other step
taken to place you under administration;
- 4.3.6. You cannot pay your debts as they fall
- 4.3.7. You do not comply with this document.
- 4.4. We may charge you interest if full payment
is not made by the due date. Interest will
be charged at a rate in line with the Penalty
Interest Rates Act 1983, from the due date
until full payment is made.
- 4.5. You must pay all expenses incurred by
us in enforcing out rights under this document.
- 5.1. Any delivery time we give you is a genuine
estimate. We are not liable to you for any
loss or damage you suffer or incur as a result
of late delivery.
- 5.2. You must still accept and pay for the
goods even if we deliver late.
- 5.3. Unless we agree in writing, delivery
takes place when we notify you that the goods
are available for dispatch from our premises.
- 5.4. We may deliver the goods in instalments.
- 5.5. You are responsible for the cost of delivery.
- 6.1. Risk of damage to, or loss of, the goods
passes to you at the time of dispatch from
our premises. We are not liable to you for
loss or damage or deterioration of the goods
after they are dispatched.
- 7.1. We retain title to and ownership of the
goods until you have paid all monies you
owe us for them, (and all cheques or negotiable
instruments have been honoured.)
- 7.2. Until title passes to you, you hold the
goods on our behalf. You must return the
goods to us if we ask you to do so. We can
retake possession of any goods in your possession
if anything in clause 4.3.1 to 4.3.7 inclusive
occurs. You must take out and pay for insurance
in both our names sufficient to cover both
our interests in the goods. You must produce
a certificate of insurance to show that you
have taken out this insurance if we ask you
to do so.
- 7.3. This clause relates to consignment stock
and sale on extended payment terms.
- 7.3.1. Within 7 days after the end of each
month, you must give us a statement showing
the quantity and type of goods we have sold
to you which you have used or sold in that
month and the quantity and type of goods
we have sold to you which are still in your
- 7.3.2. You must keep accurate records to support
the monthly statements. You must allow us
to look at and copy your records to verify
the monthly statements.
- 7.4. You must allow us to enter any premises
that are under your control where the goods
are kept at a date and time that is at our
8. Quantity discrepancy
- 8.1. If the quantity of goods delivered is
less than the amount you ordered, you must
notify us in writing of the shortfall within
7 days of delivery. If you do not, you will
be required to pay for the goods in full
despite the shortfall.
- 8.2. If the quantity of goods delivered is
more than the amount you ordered, you must
immediately notify us in writing and we are
entitled to charge you for the excess or
recover the excess from you.
- 8.3. Unless otherwise stated, dimensions and
masses quoted are approximate and subject
to commercial tolerances and may be subject
to change without notice.
- 8.4. Where goods are delivered by a carrier
nominated by you, then a receipt from the
carrier shall be considered adequate proof
of delivery and our liability for delivery
9. Force Majeure
- 9.1. We are not liable for failure to comply
with this document if the failure (directly
or indirectly) arises out of any circumstances
beyond our reasonable control. If such circumstances
occur, we may delay or cancel delivery of
the goods or reduce the quantity to be delivered.
- 9.2. The following are examples of circumstances
beyond our reasonable control: strike, lock-outs,
accidents, war, fire, flood, explosions,
shortage of power, breakdowns of plant or
machinery, shortage of raw or other materials
from normal sources of supply, act of God,
and any order or direction of any Local,
State or Federal Government, Government authority
or institute (within the Commonwealth
of Australia or elsewhere).
- 10.1. You cannot cancel any order or contract
or return any goods unless we first agree
in writing. We will not agree to any cancellation
or return unless you indemnify us for all
loss or damage we suffer or incur as a result
of the cancellation or return. We may cancel
any order or contract if we consider we may
be unable to supply you the goods.
- 10.2. If anything in clauses 4.3.1 to 4.3.7
inclusive occurs or if the goods remain uncollected
after 14 days from when we tell you that
they are ready for collection, we may cancel
the whole or part of an order or contract
by giving you notice. If we cancel in these
circumstances, you must pay us for any loss,
liability, cost or expense we incur as a
result of the cancellation and a reasonable
cancellation fee set by us.
- 10.3. You have no claim against us and we
are not liable to you for any loss, liability
cost or expense which you may incur as a
result of a cancellation under this clause.
- 10.4. Freight costs for returns due to purchase
error shall be the customer's responsibility.
- 10.5. A restocking fee may be charged for returns
due to purchase error.
- 10.6. Goods made specifically to your specifications
or requirements, must be paid for before
production will commence and shall not be
refundable for credit.
11. Limitation of liability
- 11.1. Except to the extent that we have made
express representations in writing, you shall
be responsible for determining the suitability
of goods sold or hired by us for the purpose
for which they are intended and acknowledge
that we are not necessarily aware of that
purpose and that you have not relied on our
- 11.2. Our liability for a breach or any written
warranty we provide to you is limited at
our option, to that specified in our Warranty
Terms and Conditions.
- 11.3. You indemnify us for all liabilities,
losses, damages, costs or expenses suffered
or incurred by you as a result of any of
- 11.3.1. If the product has been used or handled
other than in accordance with the instructions
in the owner's manual and any other information
or instructions provided to you by us;
- 11.3.2. The goods have been deliberately abused,
or misused, damaged by accident or neglect
or in being transported;
- 11.3.3. The defect is due to the product being
repaired or tampered with by anyone other
than us or repair personnel authorised by
- 11.3.4. Failure to comply with laws relating
to the use, sale, marketing or labelling
- 11.3.5. Any statement you make about the goods
without our written approval; or
- 11.3.6. Any breach by you of the Warranty
Terms and Conditions.
- 11.4. You agree that:
- 11.4.1. The goods are not of a kind ordinarily
acquired for personal, domestic or household
use or consumption; and
- 11.4.2. You are acquiring the goods for resupply
or for using them up or transforming them
in the course of a process of production
or manufacture in your business.
12. Storage and Handling
- 12.1. We may charge you for storage if you
do not collect the goods or provide adequate
delivery instructions within 14 days after
we tell you that the goods are ready for
collection. You must pay the charges we specify
when we ask you. Goods we store on your behalf
are at your risk.
- 13.1. We are entitled to vary these terms
at any time by giving you written notice.
- 14.1. Even if we do not insist on strict performance
of this document, we are not taken to have
waived our right to later require strict
performance. Even if we provide an express
waiver, this is not to be taken as a waiver
of a subsequent breach of a term or condition.
- 15.1. Notices under this document must be
in writing. A notice must be delivered personally
or sent by facsimile or e-mail transmission
or post to the other party at the last known
- 16.1. If any of these terms and conditions
is invalid or unenforceable in any jurisdiction,
it must, if possible, be read down so as
to be valid and enforceable. The read down
provision will only apply in the relevant
jurisdiction. If the provision cannot be
read down but can be severed to the extent
of the invalidity or unenforceability, it
must be severed. The rest of the provisions,
and the validity or enforceability of the
affected provision in any other jurisdiction,
will not be affected.
17. Governing law and jurisdiction
- 17.1. The law in force in Victoria, Australia,
governs these terms and conditions.
Version# SL/AV-7.2.1-5-Terms and Conditions of Sale-1-12/12/13