1.1. LABSEN means “Laboratory and Sensor Technologies” which has been registered as the ABN 41242801624.
1.2. “Customer” means the purchaser of Goods.
1.3. “Goods” means the products and, if any, services specified on an Order.
1.4. “Order” means an order placed with LABSEN for the supply of Goods.
1.5. “GST” means Goods and Services Tax in Australia as determined in accordance with the GST Act.
1.6. “GST Act” means A New Tax System (Goods and Services) Act 1999.
1.7. “Terms” means these Terms and Conditions of Sale.
2.1 These Terms apply to all sales of Goods by LABSEN. The Customer of Goods from LABSEN is deemed to have accepted these Terms contained herein by placing an order with LABSEN.
2.2 The Customer acknowledges that no agent or employee of LABSEN has any right to make any representation, warranty or promise in relation to the Goods or the sale of the Goods other than as contained in these Terms.
2.3 No cancellation, amendment, waiver or alteration of any of these Terms is binding on LABSEN unless confirmed by LABSEN in writing.
2.4 LABSEN may change these Terms and such amended Terms will be either posted on LABSEN’s website or provided in writing to the Customer and will apply to all Orders ordered from the date of such notice.
3.1 Quotations made by LABSEN are valid for the period specified in the quotation or for a default period of thirty (30) days from the quoting date if no such period is specified. Following the expiration of this period, the Customer should contact with LABSEN to obtain a new valid quote.
3.2 Any quotation for Goods prepared by LABSEN may be withdrawn or altered even after sending to the Customer.
4.1 LABSEN requires the Customer to place an Order to LABSEN via email or in any written form for purchasing the Goods. All orders prepared by the Customer for the purchase of the Goods will constitute an offer and will subject to the acceptance by LABSEN in its discretion.
4.2 A contract will be made only upon the acceptance of an Order in writing by LABSEN, which may be by supply of all or parts of the ordered Goods.
5.1 Prices are exclusive of GST unless specifically stated otherwise. However, Goods will be sold on a ‘plus GST (if any)’ basis. Invoices will be issued in the prescribed form as set out by Section 195-1 of the GST Act and the related imposition Acts of the Commonwealth (the GST Law).
5.2 Unless stated otherwise in the relevant quotes, the prices include packing in accordance with LABSEN’s standard practice. Any other specific packing and marking requirements not otherwise included in the prices of the Goods and requested by the Customer and/or deemed necessary by LABSEN will be charged for in addition to the prices quoted.
5.3. All prices of Goods are not included delivery fees. In the event that LABSEN agrees to deliver goods in accordance with the Customer’s direction, the cost of delivery may be incurred and specified by LABSEN in the relevant quotes or in other statements.
5.4 Prices are determined at the time of Order and, prior to payment of the deposit, are subject to change. Prices of Goods which are supplied by an external supplier are based on prices quoted to LABSEN by its supplier and the rates of currency exchange, freight, customs, duties and importation. Prices of Goods are quoted or invoiced in Australian currency subject to the currency exchange rate at the quoting date. The rates of currency exchange are given in the quote, otherwise given by the Reserve Bank of Australia, on the quoting date. Major changes of the prices made by LABSEN’s suppliers or significant changes in the given rates before placing an Order may necessitate a revised quotation.
5.5. Any clerical errors caused by or on behalf of LABSEN (including, without limitation, computer or system errors which result in incorrect product codes, description or pricing printed on order, delivery documentation and invoices) will be corrected by LABSEN.
6.1 Deposit amounts stated in the relevant quotes or in other statements must be paid when placing an Order.
6.2 In the case of that Goods are delivered in whole, the balance (if any) of the Order plus with any additional costs given in Clauses 5.3, 6.3 and 7.3 and the GST must be fully paid before carrying out the delivery and issuing the invoice. In the same with this for the case of partly delivering, these payments are applied on only the delivered parts instead of the whole Order.
6.3 Interest is payable on each overdue payment calculated on a daily basis at a monthly rate of the lesser of 1.5% or the highest rate permissible by law from the date due for payment until the payment is paid.
6.4 Payments are to be made to LABSEN without any discount or deduction other than as stated in these Terms or in the relevant quotes or other statements.
6.5 All banking charges incurred in transmitting payments to LABSEN are payable by the Customer.
6.6 Payment will not be regarded as having been done unless and until the payment is made in cleared funds.
7.1 LABSEN reserves the right to deliver prior to the estimated date given in the relevant quotes and deliveries can be in whole or parts of the Order. In such cases, the Customer is not eligible to refuse to the Goods delivered.
7.2 The Customer must fully pay the balance and GST amounts (Clause 6.2) and collect the Goods or accept delivery of the Goods within 5 days of being notified of their availability, unless stated by LABSEN in writing.
7.3 In addition to Clause 6.3, LABSEN reserves the right to charge the Customer a storage fee on Goods not collected or delivered within 5 days of notification of their availability at the rate of $10.00 per day.
7.4 LABSEN reserves the right to terminate the Order, keep the deposit and resell the Goods if the Customer fails to pay the balance of the Order and collect or accept delivery of the Goods within 22 days of being notified of their availability.
7.5 Any failure of LABSEN on delivery parts of the Goods within any specified time does not affected to remaining undelivered parts, so the Customer is not eligible to repudiate the Order with regard to the balance remaining undelivered.
7.6. If LABSEN determines that it is or may be unable to deliver the Goods within a reasonable time or at all the Order may be cancelled by LABSEN in its sole and absolute discretion by giving the Customer seven (7) days notice in writing and a full refund will be provided. If an order is cancelled, the Customer will have no claim against LABSEN for any loss and damage (including consequential loss and damage) arising from the cancellation.
7.7 LABSEN is not in any circumstances liable to the Customer for any loss of profits or other loss or damage caused to the Customer by any delay in the delivery or any non-delivery of the Goods, or any part of the Goods.
8.1 Title in the Goods sold by LABSEN to the Customer will not pass from LABSEN to the Customer until the later of:
(a) unconditional payment in full to LABSEN for those Goods;
(b) unconditional payment in full of all other amounts owing or unpaid by the Customer to LABSEN, including in respect of Goods previously or subsequently supplied to the Customer; and
(c) the Goods have been delivered to or collected by the Customer.
- Risk and Insurance
9.1 The Goods are entirely at the risk of the Customer from the moment of delivery to the Customer’s point of delivery or on collection, even though title in the Goods has not passed to the Customer at that time yet.
9.2 The Customer must, at its own expense, maintain the Goods and insure them for the benefit of LABSEN against theft, fire, breakdown, water and other risks as from the moment of delivery to the Customer and until title in the Goods has passed to the Customer.
10.1 The Customer shall inspect the Goods upon delivery and shall within five (5) business days of delivery give notice to LABSEN any matter or thing by which the Customer alleges that the Goods are not in accordance with the Order. Failing such notice, subject to any non-excludable condition implied by law, such as those in the Competition and Consumer Act 2010 (Cth), the Goods shall be deemed to have been delivered to and accepted by the Customer.
- Use of Goods
11.1 The Customer will use the Goods strictly in accordance with any instructions or supporting documentation supplied with the goods, or as directed by LABSEN and will not use the goods for any purpose other than that for which the Goods were sold to it.
12.1 Goods are covered by LABSEN warranty for only and any liability arising out of or in respect of the supply, resupply, use or reuse whether singly or otherwise of these Goods within the warranty periods (Clause 12.5), and subject to the warranty condition and the product standards detailed by the manufacturer unless otherwise specified.
12.2 The Customer acknowledges that LABSEN is not responsible if the Goods do not comply with any applicable safety standard or similar regulation; and not liable for any claim, damage or demand resulting from such non-compliance.
12.3 In general, Goods have a common warranty period for 12 months from the delivery date or the invoice date whichever occurs first. However, some goods may have shorter or longer warranty periods depending on the manufacturer’s warranty conditions and such uncommon warranty periods should be mentioned in the quote.
12.4 If any defect in Goods is discovered within the warranty period, the Customer must immediately notify LABSEN in writing of such defect. The Customer must not carry out any remedial work to the alleged defective goods without first obtaining the written consent of LABSEN to do so.
12.5 In most of warranty claims, the Customer should send the suspected goods to LABSEN’s office for investigation. LabSenTec may send the suspected goods to the manufacturer of the goods for a replacement or repair. Any freight cost for sending the suspected goods to LABSEN and to the manufacturer will be paid by the Customer.
12.6 The provisions of any act or law (including but not limited to the Trade Practices Act 1974) implying terms, conditions and warranties, or any other terms, conditions and warranties which might otherwise apply to or arise out of the Order are hereby expressly negatived and excluded to the full extent permitted by law.
12.7 The Customer expressly acknowledges and agrees that it has not relied upon, and LABSEN is not liable for any advice given by LABSEN, its employees, agents or representatives in relation to the suitability for any purpose of the Goods.
- Limited Liability
13.1 LABSEN is not subject to, and the Customer releases LABSEN from, any liability (including but not limited to consequential loss or damage or other direct or indirect loss or damage) because of any delay in delivery, or non-delivery, or fault or defect in the Goods or any part of the Goods.
13.2 If any statutory provisions under the Trade Practices Act 1974, the Competition and Consumer Act 2010 or any other statutes apply to the Order between LABSEN and the Customer then, the Customer acknowledges and agrees that LABSEN’s liability under the statutory provisions is limited, at LABSEN’s option, to
(a) the replacement or repair of the Goods or the supply of equivalent Goods; or
(b) the payment of the cost of replacing or repairing the Goods or of acquiring equivalent goods.
14.1 No Order may be cancelled, modified or deferred without the prior written consent of LABSEN.
14.2 LABSEN reserves the right to charge a cancellation fee to the Customer for any cancellation by the Customer. If cost relating the Order has been incurred by LABSEN is larger than 25% of the ordered price, the actual incurred cost will be charged to the Customer. Otherwise, the cancellation fee is 25% of the ordered price.
14.3 LABSEN reserves the right to resell the Goods of cancelled Orders which have been cancelled by the Customer.
- Force Majeure
15.1 LABSEN will not be liable for any breach of Order due to any matter or thing beyond LABSEN’s control, including but not limited to strikes, lock-outs, labour disputes, fires, earthquake, flood, acts of God or public enemy, malicious or accidental damage, delays in transport, breakdowns in machinery or restrictions or prohibitions by any Government or any semi-Government authorities or embargos.
15.2 During the continuance of an event of force majeure affecting LABSEN’s performance, its obligations hereunder will be suspended and will resume as soon as possible after the cause or circumstance has ceased to have effect.
- Waiver of Breach
16.1 No failure by LABSEN to insist on strict performance of any of these Terms is a waiver of any right or remedy which LABSEN may have, and is not a waiver of any subsequent breach or default by the Customer.
- No Assignment
17.1 Neither the Order, nor any rights under the Order may be assigned by the Customer without the prior written consent of LABSEN, which is at LABSEN’s absolute discretion.
18.1 If any provision contained in these Terms is held by a court to be unlawful, invalid or unenforceable, the validity and enforceability of the remaining provisions are not affected.
- Governing Law
19.1 These Terms are be governed by and construed in accordance with the law in force in Queensland, Australia.
19.2. The Customer and LABSEN agree to submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Queensland, Australia, and any court that may hear appeals from any of those courts, for any proceedings in connection with these Terms.