In these Terms of Sale:
Atech Solutions means Atech Solutions Pty Ltd ABN 15 304 513 463
Buyer means the buyer of goods supplied by Atech Solutions upon these Terms of Sale.
Goods mean any goods supplied by Atech Solutions to the Buyer.
Terms of Sale means these terms and conditions of sale.
The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of the Goods.
These terms and conditions may only be amended with Atech Solutions'
consent in writing and shall prevail to the extent of any inconsistency with
any other document or agreement between the Customer and Atech Solutions.
Change in Control
The Customer shall give Atech Solutions not less than fourteen (14) days
prior written notice of any proposed change of ownership of the Customer
and/or any other change in the Customer's details (including but not limited
to, changes in the Customer's name, address, contact phone or fax number/s,
or business practice). The Customer shall be liable for any loss incurred by
Atech Solutions as a result of the Customer's failure to comply with this
Any information provided by Atech Solutions Pty Ltd to the Buyer in respect of the goods (including Atech Solutions' price lists) does not constitute an offer to sell but constitutes an invitation to treat only.
A Buyer wishing to purchase goods from Atech Solutions must place an order with Atech Solutions, in the form specified by Atech Solutions from time to time, and such order may be accepted or rejected by Atech Solutions. An order to purchase goods by the Buyer is only accepted by Atech Solutions when it is acknowledged by Atech Solutions in writing or when the goods are delivered to the Buyer by Atech Solutions.
An order or offer to purchase goods by the Buyer which is accepted by Atech Solutions and the contract made by that acceptance (Supply Contract) is subject to the terms of sale set out in these Terms of Sale.
The only terms which are binding upon Atech Solutions in respect of the
supply of goods by Atech Solutions Pty Ltd to the Buyer are:
a) the terms of the Supply Contract for the supply of those goods;
b) terms otherwise agreed to in writing by Atech Solutions Pty Ltd; and
c) terms, if any, which are imposed by law and which cannot be excluded.
For the avoidance of doubt, a Supply Contract is not subject to any
terms or conditions put forward by the Buyer unless those terms and
conditions are expressly accepted by Atech Solutions Pty Ltd in writing.
Prices and Quotations
The price at which the goods are invoiced to the Buyer must be in accordance with Atech Solutions Pty Ltd.'s published price list for the goods current on the date the order is accepted by Atech Solutions Pty Ltd or, if Atech Solutions has provided a written quote to the Buyer specifying prices for the goods, those quoted prices.
Copies of Atech Solutions' price list current as at the date of order are available on request. All prices are subject to alteration without notice.
Unless otherwise stated, all prices quoted by Atech Solutions are based
on tax, tariff, duty, freight and foreign exchange rates applicable at the
date of the quotation. Atech Solutions reserves the right to increase the
price included in a quotation:
by the amount of any increase, between the date of Atech Solutions 's quotation and the date when an order is placed, in any of the following: (i) customs duty; (ii) foreign exchange rates; (iii) freight, marine, all risks and other insurances; (iv) freight costs and expenses; (v) costs of subcontracted items of work and goods; (vi) salaries, wages or other employee entitlements; (vii) costs of component parts purchased from other manufacturers or suppliers; or (viii) government taxes or other levies or charges; and
proportionally to any percentage increase in the Consumer Price Index (All Groups: Weighted Average of Eight Capital Cities) between the date of Atech Solutions 's quotation and the date when an order is placed.
Atech Solutions may at its discretion, as a condition of acceptance of
an order, require the Buyer to provide any one or more of the following: (a)
a cash deposit in advance of delivery of the goods; (b) personal guarantees
as to payment; (c) bank guarantees as to payment.
Payment of purchase price
The purchase price for the goods is the price for those goods referred to in clause 9, as varied (if at all) in accordance with clause 11, plus the amount of all taxes, tariffs, duties or charges referred to in clause 14.
The Buyer agrees, in addition to the price of the goods (unless already included in the price of the goods), to pay all taxes, tariffs, duties or charges levied, charged or assessed upon the sale of the goods including, without limitation, any goods and services, consumption, value added or similar tax.
Payment of the purchase price must be made by the Buyer to Atech Solutions in full within 30 days after the end of the month in which the invoice for those goods is issued by Atech Solutions, unless otherwise agreed in writing.
The Buyer must make all payments under a Supply Contract without set-off
Cancellation of orders
Atech Solutions is not obliged to agree to any request made by the Buyer for the cancellation of an order. If Atech Solutions agrees to the cancellation of any order by the Buyer, the order may only be cancelled by the Buyer on the following basis:
for standard products (being products appearing on Atech Solutions 's then currently published price lists), the Buyer pays Atech Solutions a fee, being either a proportion of the purchase price that is equivalent to the proportion of labour and materials used by Atech Solutions in its performance of the contract up to and including the date of cancellation (as compared to the labour and materials that would have been used by Atech Solutions in fully performing the contract) or 10% of the purchase price, whichever is greater;
for non-standard products, the Buyer pays to Atech Solutions an amount equal to all manufacturing costs incurred by Atech Solutions up to and including the date of cancellation; and
for both standard and non-standard products, the Buyer, unless otherwise directed by Atech Solutions , immediately returns to Atech Solutions , at no cost to Atech Solutions, all related marketing materials and similar literature supplied to the Buyer by Atech Solutions.
Return of goods and credits
The Buyer is deemed to have accepted the goods and must pay for them in accordance with the Supply Contract unless it makes a claim in accordance with clause 19.
The Buyer must inspect the goods immediately upon delivery and may only make a claim that the goods are not in accordance with the relevant Supply Contract by notifying Atech Solutions of that claim, and providing full particulars of that claim to Atech Solutions , in writing within 7 days of delivery of those goods.
Atech Solutions may dispute any claim made by the Buyer under clause 19.
Atech Solutions is not obliged to accept for credit the return of goods which have been accepted by the Buyer, or which are the subject of a claim made by the Buyer under clause 19, unless Atech Solutions authorises their return. Their return must then be with freight and cartage prepaid by the Buyer.
If Atech Solutions authorises the return for credit of goods treated as accepted under clause 18, they may only be returned if they are:
returned to Atech Solutions 's warehouse by prior arrangement within 7 days of Atech Solutions authorising their return, at no cost to Atech Solutions (unless delivered as the result of an administrative error by Atech Solutions , in which case Atech Solutions will bear the cost of return); and
accompanied by a dispatch note stating Atech Solutions 's original invoice number and the Buyer's reason for return; and
returned in an unsoiled, undamaged and resaleable condition, in their original packing.
Atech Solutions is entitled to deduct a handling fee of 15% from the credit except where the goods are returned because they are defective or not otherwise in accordance with the relevant order, and Atech Solutions accepts the return of the goods on that basis.
. If Atech Solutions has authorised the return of goods which are the subject of a claim made by the Buyer under clause 19, Atech Solutions must refund the freight and cartage to the Buyer if the Buyer's claim is found to be valid.
The Buyer is not entitled to return non-standard goods or goods containing a brand label other than Atech Solutions'.
Nothing in clauses 18 to 25 (both inclusive) in any way affects any
right of indemnity or to compensation, or other right or remedy, which the
Buyer may have under the Trade Practices Act 1974 (Cth) or any corresponding
State or Territory legislation.
Delivery of goods
All quoted delivery or consignment dates are estimates only and are not of the essence of the delivery. Atech Solutions is not obliged to meet such dates and will not be liable to the Buyer by reason of delays caused by any reason whatsoever.
All goods must be delivered by Atech Solutions to the Buyer on an ex-works basis or another basis agreed in writing between the parties. The goods are 'delivered' by Atech Solutions when the goods are placed at the disposal of the Buyer (including its nominee or agent) at Atech Solutions's premises or another place agreed in writing between the parties.
Atech Solutions may deliver the goods by instalments (where in Atech
Solutions's opinion this is reasonable to do so) and issue interim invoices
to the Buyer for the goods delivered.
Title and risk
Risk in the goods supplied by Atech Solutions to the Buyer passes to the Buyer on delivery of the goods by Atech Solutions and the Buyer must insure the goods from the time that risk passes to the Buyer.
Although risk in the goods passes under clause 30, property in the goods does not pass to the Buyer until they and all other goods supplied by Atech Solutions and all debts owing to Atech Solutions have been paid for in full.
Until the goods have been paid for in full, the Buyer:
must insure them and keep them in good repair and condition, excluding fair wear and tear;
must keep them stored separately and marked so that the goods are clearly and easily identifiable as Atech Solutions 's property and, if requested, inform Atech Solutions of the location of the goods;
may sell them in the ordinary course of business, as agent in a fiduciary capacity for Atech Solutions and must account to Atech Solutions and hold on trust for Atech Solutions the proceeds (including any proceeds from insurance claims) which must be kept in a separate bank account;
agrees not to sell, assign, charge or otherwise encumber or grant any interest over any obligations which any third party may owe to the Buyer as a result of the use, manufacture or resale of the goods;
must maintain and allow Atech Solutions to inspect records which: (i) identify the goods; (ii) detail third parties to whom the Buyer sells or otherwise disposes of the goods; and (iii) detail payments made by such third parties for the goods.
The Buyer must provide evidence of the currency of the insurance referred to in clause 32(a) to Atech Solutions on receipt of reasonable notice.
Where the Buyer does not make payment in respect of specific goods, payment must be treated as having been made first in respect of goods which have passed out of the possession of the Buyer, and then in respect of whatever goods which are still in the possession of the Buyer Atech Solutions elects.
If the purchase price of all goods sold by Atech Solutions to the Buyer is greater than the sum of:
the proceeds actually received by Atech Solutions in respect of all dealings by the Buyer with the goods (including the sale of Manufactured Product referred to in clause 39); and.
all other payments received by Atech Solutions in respect of the goods, the difference remains a debt owing by the Buyer to Atech Solutions.
Without prejudice to any other rights of Atech Solutions , Atech Solutions is entitled to reclaim possession of any goods in satisfaction of all debts owing to Atech Solutions , even if they have been paid for in full, if any of the following events (Insolvency Event) occurs: (a) the Buyer defaults under any Supply Contract; (b) the Buyer commits an act of bankruptcy; (c) a receiver is appointed to the Buyer; (d) the Buyer goes into liquidation, administration, or some other form of insolvency administration whether formal or informal; (e) the Buyer ceases to carry on business; or (f) the Buyer makes a scheme or compromises with its creditors;
The Buyer irrevocably authorises Atech Solutions at any time to enter any premises:
Upon which Atech Solutions 's goods are stored: (i) to inspect the goods; and (ii) if the Buyer has breached a Supply Contract, or has committed another Insolvency Event, to reclaim possession of the goods; without prejudice to any other rights of Atech Solutions ; and
Upon which the Buyer's records relating to the goods are held, to inspect and copy the records.
Atech Solutions's property in the goods is not affected by the fact that the goods become fixtures attached to premises of the Buyer or a third party, and if Atech Solutions enters those premises for the purpose of reclaiming possession of the goods, and incurs any liability to any person in connection with the entry or reclamation, the Buyer indemnifies Atech Solutions against that liability.
Until the goods have been paid for in full, if the Buyer uses the goods in a manufacturing or construction process, of its own or some third party, and sells the product of the manufacturing or construction process (Manufactured Product), then the Buyer holds that part of the proceeds of the sale of any Manufactured Product as relates to any goods sold by Atech Solutions to the Buyer and used in the manufacturing or construction process in trust for Atech Solutions. Such part shall be treated, for the purpose of quantifying how much the Buyer holds in trust for Atech Solutions but for no other purpose, as being equal in dollar terms to the amount owing by the Buyer to Atech Solutions at the time of receipt by the Buyer of the proceeds of sale for all goods sold by Atech Solutions to the Buyer. Such part must be kept in a separate bank account.
If the amount owing by the Buyer to Atech Solutions is greater than the proceeds of sale of the Manufactured Product the balance remains owing by the Buyer to Atech Solutions. The Buyer must not assign the right to any such proceeds or enter into any other arrangement would result in the Buyer not receiving those proceeds.
The Buyer and Atech Solutions agree that the provisions of clause 30 to
this clause 41 (both inclusive) apply despite any arrangement between the
parties under which Atech Solutions or a related body corporate of Atech
Solutions grants the Buyer credit.
The Buyer must not make any representation or give any warranty in promoting or marketing the goods, or in connection with the sale of the goods, other than those contained in Atech Solutions's printed literature or otherwise communicated in writing to the Buyer by Atech Solutions.
The Buyer must administer all aspects of any warranty claims for the goods sold by the Buyer in accordance with the conditions and procedures notified by Atech Solutions to the Buyer from time to time.
Atech Solutions expressly disclaims any liability for any claims by a customer (being a customer who orders or purchases goods, supplied to the Buyer by Atech Solutions, from the Buyer) under any express or implied warranty given to the customer in connection with the purchase of goods by the customer arising from, or in connection with, the breach of any Supply Contract by the Buyer or any negligence of the Buyer.
Nothing in clauses 43 or 44 in any way affects any right of indemnity or
to compensation, or other right or remedy, which the Buyer or any customer
may have under the Trade Practices Act 1974 (Cth) or any corresponding State
or Territory legislation.
Limitation of liability
All conditions and warranties, whether express or implied by law or otherwise, in respect of:
the state, quality or condition of goods;
the advice, recommendations, information or services regarding the goods, their use and/or their application, which may apart from this clause be binding on Atech Solutions are excluded to the fullest extent permitted by law. The only conditions and warranties which are binding on Atech Solutions in respect of:
the state, quality or condition of the goods supplied by it to the Buyer; or
advice, recommendations, information or services supplied by it, its employees, servants or agents to the Buyer regarding the goods, their use and/or their application, are those conditions and warranties which cannot be lawfully excluded.
The sole liability of Atech Solutions for any breach of any actual or implied condition or warranty that cannot lawfully be excluded will be limited to, at the election of Atech Solutions :
replacement of the goods or the supply of equivalent goods; or
the payment of the cost of replacing the goods or of purchasing or acquiring equivalent goods.
The Buyer acknowledges that the Buyer does not rely, and it is unreasonable for the Buyer to rely, on the skill or judgment of Atech Solutions as to whether the goods supplied are reasonably fit for any purpose for which they are being acquired by the Buyer.
Any description of the goods contained in the order or invoice is given by way of identification only and the use of such description will not constitute a contract of sale by description.
Except to the extent provided in clause 46 and that such liability may not otherwise be lawfully excluded or limited, Atech Solutions has no liability (including liability in contract, negligence or under statute) to any person for:
any loss or damage consequential or otherwise suffered or incurred by that person in relation to the goods or advice, recommendations, information or services in relation to the goods; and
in particular, but without limiting clause 50(a), any loss or damage, consequential or otherwise, suffered or incurred by that person caused by or resulting directly or indirectly from any failure, defect or deficiency of any kind of or in the goods or advice, recommendations, information or services in relation to the goods.
The application of the Sale of Goods (Vienna Convention) Act 1987 Vic is
Failure to pay money
If the Buyer does not pay an amount by the due date for payment specified by the relevant Supply Contract, Atech Solutions may do either or both of the following:
direct the Buyer to, in which case the Buyer must, pay interest at the Default Rate on that amount, calculated and payable daily, computed from the due date until the amount is paid in full; and
suspend any Supply Contract in whole or part until the amount is paid in full.
The Default Rate referred to in clause 52 is 2.5 % per month.
Default and Consequences of Default
. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Atech Solutions's sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
If the Customer owes Atech Solutions any money the Customer shall indemnify Atech Solutions from and against all costs and disbursements incurred by Atech Solutions in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own Customer basis, Atech Solutions 's contract default fee, and bank dishonour fees).
Without prejudice to any other remedies Atech Solutions may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions Atech Solutions may suspend or terminate the supply of Goods to the Customer. Atech Solutions will not be liable to the Customer for any loss or damage the Customer suffers because Atech Solutions has exercised its rights under this clause.
Without prejudice to Atech Solutions 's other remedies at law Atech Solutions shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to Atech Solutions shall, whether or not due for payment, become immediately payable if:
any money payable to Atech Solutions becomes overdue, or in Atech Solutions 's opinion the Customer will be unable to make a payment when it falls due;
the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.
In addition to the provisions for termination in clause 63(b), Atech Solutions or the Buyer may terminate a Supply Contract at any time by written notice to the other party (Defaulting Party) if any of the following apply:
the Defaulting Party fails to pay money owing under that Supply Contract, or any other Supply Contract, for more than 7 days;
the Defaulting Party fails to perform any of its obligations under that Supply Contract, or any other Supply Contract, other than an obligation to pay money, and does not remedy that failure within 14 days after notice requiring it to be remedied;;
execution or other process of a court or authority or distress is levied for an amount exceeding AUD$10,000 upon any of the Defaulting Party's property and is not satisfied, set aside or withdrawn within 7 days after its issue;
an order for payment is made or judgment for an amount exceeding AUD$10,000 is entered or signed against the Defaulting Party which is not satisfied within 7 days;
the Defaulting Party suspends payment of its debts or becomes insolvent;
the Defaulting Party becomes, or steps are taken towards making the party, subject to any form of insolvency administration;
a resolution is passed for the reduction of capital of the Defaulting Party or notice of intention to propose such a resolution is given, without the prior written consent of the other party;
an event happens analogous to an event specified in clauses 58(c) to 58(g) (both inclusive) to which the law of another jurisdiction applies and the event has an effect in that jurisdiction similar to the effect which the event would have had if the law of Australia applied;
it becomes unlawful for the Defaulting Party to perform its obligations under that Supply Contract, or any other Supply Contract; or
if the Defaulting Party is a natural person, the Defaulting Party dies or becomes mentally incapacitated.
Termination under clause 58 does not prejudice any claim which either party may have against the other at the time of termination.
A party that has a notice of termination served on it under clause 58 must on demand pay to the other party all of the other party's costs and disbursements (including legal costs and disbursements on a solicitor and client basis) incurred by that other party in connection with the breach, any event of default and otherwise in connection with the termination of any Supply Contract.
The obligations of the Buyer not completed at the termination of a
Supply Contract survive the termination of that Supply Contract.
The Buyer indemnifies Atech Solutions , regardless of any negligence on the part of Atech Solutions , against:
all losses incurred by Atech Solutions ;
all liabilities incurred by Atech Solutions ; and
all legal costs (on a solicitor and own client or full indemnity basis, whichever is greater) and other expenses incurred by Atech Solutions in connection with a demand, action, arbitration or other proceeding (including mediation, compromise, out of court settlement or appeal),
arising directly or indirectly as a result of or in connection with a
breach or non-performance of any of the obligations of the Buyer under any
Supply Contract whether express or implied.
If Atech Solutions is prevented from or delayed in performing an obligation (other than to pay money) under a Supply Contract by an event beyond its reasonable control (Prescribed Event):
performance by Atech Solutions of the obligation is suspended during the time, but only to the extent that, performance is prevented or delayed; and
if Atech Solutions is prevented from or delayed in performing the obligation by the Prescribed Event for at least 60 days, then Atech Solutions may by notice to the Buyer terminate that Supply Contract.
The Buyer must accept delivery of goods notwithstanding any delay in
delivery caused by a Prescribed Event.
Seller's other rights and remedies
The rights and remedies provided in clauses 58 to 64 (both inclusive)
will not affect any other rights or remedies available to Atech Solutions.
Goods and services tax
Save for defined terms in these Terms of Sale capitalised expressions set out in clauses 67 and/or 68 bear the same meaning as those expressions in the A New Tax System (Goods and Services Tax) Act 1999.
Except where express provision is made to the contrary, and subject to this clause 67 and clause 68, any amount that may be payable under a Supply Contract is exclusive of any GST. If a party makes a Taxable Supply in connection with a Supply Contract for a Consideration which represents its Value, then the Recipient of the Taxable Supply must also pay, at the same time and in the same manner as the Value is otherwise payable, the amount of any GST payable in respect of the Taxable Supply. A party's right to payment under this clause is subject to a valid Tax Invoice being delivered to the Recipient of the Taxable Supply.
To the extent that one party is required to reimburse another party for
costs incurred by the other party, those costs do not include any amount in
respect of GST for which the other party is entitled to claim an Input Tax
Credit. To the extent that any Consideration payable to a party under a
Supply Contract is determined by reference to another item, the GST
exclusive amount of that item must be used.
Personal Property Securities Act 2009 ("PPSA")
. In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods that has previously been supplied and that will be supplied in the future by Atech Solutions to the Customer.
The Customer undertakes to:
promptly sign any further documents and/or provide any further
information (such information to be complete, accurate and up-to-date in all
respects) which Atech Solutions may reasonably require to;
i. register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
ii. register any other document required to be registered by the PPSA; or
iii. correct a defect in a statement referred to in clause 71(a)(i) or 71(a)(ii);
indemnify, and upon demand reimburse, Atech Solutions for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
not register a financing change statement in respect of a security interest without the prior written consent of Atech Solutions ;
not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of Atech Solutions ;
immediately advise Atech Solutions of any material change in its business practices of selling Goods which would result in a change in the nature of proceeds derived from such sales.
Atech Solutions and the Customer agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.
The Customer waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
The Customer waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
Unless otherwise agreed to in writing by Atech Solutions , the Customer waives their right to receive a verification statement in accordance with section 157 of the PPSA.
The Customer must unconditionally ratify any actions taken by Atech Solutions under clauses 71 to 72(a).
Subject to any express provisions to the contrary nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
Privacy Act 1988
The Customer agrees for Atech Solutions to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, DOB, occupation, previous credit applications, credit history) about the Customer in relation to credit provided by Atech Solutions .
The Customer agrees that Atech Solutions may exchange information about the Customer with those credit providers and with related body corporates for the following purposes:
to assess an application by the Customer; and/or
to notify other credit providers of a default by the Customer; and/or
to exchange information with other credit providers as to the status of this credit account, where the Customer is in default with other credit providers; and/or
to assess the creditworthiness of the Customer including the Customer's repayment history in the preceding two years.
The Customer consents to Atech Solutions being given a consumer credit report to collect overdue payment on commercial credit.
The Customer agrees that personal credit information provided may be used and retained by Atech Solutions for the following purposes (and for other agreed purposes or required by):
the provision of Goods ; and/or
analysing, verifying and/or checking the Customer's credit, payment and/or status in relation to the provision of Goods ; and/or
processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Customer; and/or
enabling the collection of amounts outstanding in relation to the Goods.
Atech Solutions may give information about the Customer to a CRB for the following purposes:
to obtain a consumer credit report;
allow the CRB to create or maintain a credit information file about the Customer including credit history.
The information given to the CRB may include:
personal information as outlined in 73 above;
name of the credit provider and that Atech Solutions is a current credit provider to the Customer;
whether the credit provider is a licensee;
type of consumer credit;
details concerning the customers application for credit or commercial credit (e.g. date of commencement/ termination of the credit account and the amount requested);
advice of advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that the Customer no longer has any overdue accounts and Atech Solutions has been paid or otherwise discharged and all details surrounding that discharge(e.g. dates of payments);
information that, in the opinion of Atech Solutions, the Client has committed a serious credit infringement;
advice that the amount of the Customer's overdue payment is equal to or more than one hundred and fifty dollars ($150).
Atech Solutions and the Customer agree to keep confidential any
information in relation to the other party which is not in the public domain
(including, but not limited to, trade secrets, processes, formulae,
accounts, marketing, designs, databases and all other information held in
Atech Solutions may amend these Terms of Sale at any time by giving the Buyer written notice that the Terms of Sale have been amended accompanied by an updated copy of these Terms of Sale. The updated Terms of Sale become effective on the date of receipt of the notice by the Buyer (Effective Date), except that the updated Terms of Sale do not apply to any Supply Contract formed by Atech Solutions accepting an order for goods that was placed by the Buyer prior to the Effective Date.
For the avoidance of doubt, the terms and conditions of a Supply Contract can only be amended or varied by written agreement between Atech Solutions and the Buyer.
Neither party may assign or otherwise deal with any Supply Contract without the other party or prior written consent, which consent must not be unreasonably withheld.
A party's failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude either its exercise in the future or the exercise of any other power or right. A waiver is not effective unless it is in writing. Waiver of a power or right is effective only in respect of the specific instance to which it relates and for the specific purpose for which it is given.
If a provision of a Supply Contract can be read in a way that makes it illegal, unenforceable or invalid, but can also be read in a way that makes it legal, enforceable and valid, it must be read in the latter way. If any provision of a Supply Contract is illegal, unenforceable or invalid, that provision is severed, but the rest of the Supply Contract is not affected.
Any notice to be given to a party under a Supply Contract (Notice) must be in writing and may, in addition to any other method of service provided by law, be delivered at the Service Address of that party or sent by prepaid post, facsimile or email to the Service Address of that party. A Notice sent or delivered in a manner specified in this clause 85 is deemed to have been given to and received by the addressee: (a) if sent by post, on the 2nd Business Day (at the address to which it is posted) after posting; or; (b) if sent by facsimile or email or delivered at the Service Address before 5pm on a Business Day (at the place of receipt or delivery), on the day it is sent or delivered and otherwise on the next Business Day at the place of receipt or delivery.
In clause 85, Service Address in respect of a party means (a) the address or number shown in the most current quotation, order or order acknowledgment (as the case may be) provided by that party; or (b) if that party has notified the other party of a specific address or number for the service of notices, that specific address or number and Business Day means a day that is not a Saturday, Sunday or any other day which is a public holiday or bank holiday in Melbourne, Victoria.
Each Supply Contract is governed by and must be interpreted in accordance with the laws of Victoria, Australia. The parties unconditionally submit to the non exclusive jurisdiction of the courts of Victoria and of the Commonwealth of Australia.
If goods are not paid within 30 days from end of month following purchase interest will be charged at 2.5% per month on all outstanding, chargeable from the date of purchase in addition to any debt collection charges.