1. PRICES NET OF TAXES

Prices quoted are, unless otherwise stated, exclusive of goods and services tax (GST), and are valid, unless withdrawn, for 30 days from the date of quotation, provided delivery is to be completed or the work to be commenced within 90 days of the date of quotation.  On acceptance of a Quotation by the Customer, Samec is authorised to prepare the goods for delivery or commence the work quoted. Samec will require written confirmation of oral instructions.

All fees and time estimate in this proposal are bona fide estimations by Samec to undertake the project.  This proposal will be reviewed at the end of each stage or as otherwise maybe required.  The Samec time estimates to undertake the Project (and Samec’s time for any additional work which may be required following any review) will be charged at its quoted hourly rates in the proposal (which may reasonably be changed from time to time upon written notice).  All material costs, outside processing costs, travel and out of pocket expenses will be charged to the Client as expenses are incurred.
 

2.DELIVERY

Any time quoted by Samec for delivery of goods or services is an estimate only and Samec is not liable for late delivery (completion), or non-delivery (non-completion), for any reason. If Samec is delayed by any circumstance or event beyond its control, then it may suspend delivery (completion) or extend the delivery (completion) or supply time. Samec shall not be liable to the Customer for any consequential loss or damage arising from such delay or non-delivery or non-supply. The Customer must notify Samec, in writing, within 7 days of the dispatch of the goods by Samec, of any damaged goods or goods which were not delivered as ordered.
 

3.PAYMENT

Payment of the invoiced amount, including GST, must be received by Samec, without deduction, within 7 days (or as otherwise stated in quotation/proposal) of the date upon which the goods or services were invoiced. Accounts will be rendered on monthly basis.  If the Customer commits any act of insolvency, all money due and owing by the Customer to Samec, whether by way of credit or otherwise, will become due and payable immediately. Samec reserves the right to suspend, with or without notice, any deliveries of goods or services if any payment due by the Customer to Samec is overdue. The Customer must pay interest on the overdue amount, at 24 percent per annum (2 percent per month), from the due date for payment until paid. The Customer must pay all costs and expenses (including legal costs) which may be incurred by Samec in the attempted recovery of the overdue amount.
 

4.PROGRESS

Samec will be under no obligation to proceed to an ensuing stage of the project until all outstanding fees have been paid in full.

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5.CUSTOMER'S SPECIAL ORDER

Samec reserves the right to demand a deposit for special orders of non-stock items or orders for the manufacture of goods to Customer’s specifications – such as products made for prototype purposes and or hardware/software equipment.  Samec shall not be responsible for errors in the Customer’s specifications.  The Customer may not cancel special orders unless with the written consent of Samec.  Samec will not accept returns of goods specially made to the Customer’s specifications.

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6.LIMITATION OF LIABILITY

To the extent permitted by law, Samec and its servants and agents are not liable for any loss or damage (including without limitation loss or damage caused by the negligence of Samec, or its servants or agents, and incidental and consequential loss or damage) arising from or in connection with the supply of goods or services.

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Loss or damages of goods, and/or machineries and tools while in transit or at Samec’s possession (storage) are not covered unless otherwise:

 

(i) Samec receives clear instruction from client to provide insurance or replacement coverage for such items/goods; and

(ii) Samec confirms such coverage is provided in writing where the value and nature of goods are clearly stated.

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To the extent permitted by law, the liability of Samec or its servants or agents (including liability for negligence) is limited to:

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(i) in the case of goods, the replacement or re-supply of equivalent goods or the cost of such replacement or re-supply (whichever is the lesser); and

(ii) in the case of services, the re-supply or the cost of the re-supply of such services (whichever is the lesser).

Samec is not liable for any loss or damage the Customer may suffer if Samec cannot do what it has promised because of events beyond its reasonable control. Samec does not warrant the quality or performance of goods (or services) used by the Customer otherwise than in accordance with Samec or accepted industry specifications or standards for use. The Customer acknowledges that goods (or services) supplied by Samec may be used in a variety of applications. The Customer relies on its own skill and testing to satisfy itself as to the fitness for the purpose or use intended by the Customer for those goods (or services).

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7. ENTIRE AGREEMENT

The Customer agrees that Samec will only supply goods and services, itemised in a Quotation or otherwise, pursuant to these Terms of Trade, and any additional term included in the Quotation. An agreement between the parties may not be varied without the prior written consent of Samec.

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8. WAIVER

The failure, delay, relaxation or indulgence on the part of Samec in exercising any power or right conferred upon Samec by these Terms of Trade does not operate as a waiver of that power or right, nor does any single exercise of any power or right.

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9. GOVERNING LAW

These Terms of Trade are governed by the laws applying in New South Wales, Australia. The parties agree to submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.

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10. SEVERANCE

These Terms of Trade are qualified by any provision of a law which applies and which cannot be excluded. If any provision of these Terms of Trade is deemed to be unlawful or unenforceable, such provision shall be severed from these Terms of Trade and all other provisions hereof shall remain in force.

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11. INTELLECTUAL PROPERTY

All Intellectual Property rights, including all Copyright and all rights to apply for any Design Registrations and Patents created by or on behalf of Samec pursuant to this contract, shall remain the property of Samec (samec being under no obligation so to apply) until all outstanding fees have been paid, provided that upon those fees being paid, Samec will at the Client’s cost, assign those rights (including all Design applications and registrations, if any) to the Client. At all times the Client shall give such reasonable attribution to Samec as to authorship of the intellectual property arising pursuant to this contract as Samec may reasonably require.

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12. TITLE TO PASS UPON PAYMENT

Samec shall retain ownership and the immediate right to possession of all materials created by or on behalf of Samec, including all project documentation, product specifications contained on any medium, all models and all prototypes until all outstanding fees have been paid.  The Client agrees to mark all such materials as clearly being the property of Samec, until all outstanding fees have been paid.  Upon payment of those fees, Samec will transfer all such rights to the Client at the Client’s cost.

Title to the goods shall not pass to the Customer until payment for the goods is received by Samec.  If the Customer does not pay for any goods in accordance with these Terms of Trade, Samec is hereby irrevocably authorised by the Customer to enter the Customer’s premises (or any premises under the control of the Customer or as agent of the Customer if the goods are stored at premises) and use reasonable force to take possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to the Customer whatsoever.

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13.THIRD PARTY CONTRACTORS

If Samec is required by the Client to invite offers from third parties for the manufacture of the product (including any models or prototypes) or preclude any other or further exercise of it or the exercise of any other power or right under these Terms of Trade.

Part thereof, Samec will act solely as the disclosed agent of the Client and will accept no responsibility for the performance by the manufacturer of its obligations in that connection.  The Client specifically discharges and indemnifies Samec from any obligation or liability whatsoever in respect of the same.

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14. DISPUTE RESOLUTION

Any dispute concerning this Contract which cannot be resolved by the parties in good faith will be submitted to arbitration before an Arbitrator agreed upon by the parties, or if the parties cannot agree an Arbitrator appointed by the President of the Law Society of New South Wales.

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15. PUBLICITY

Samec reserve its rights to claim authorship of the Intellectual Property arising pursuant to this contract and to promote its services to third parties in that connection.

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16. CANCELLATION

Should the project be postponed or cancelled by the Client, then the Client shall be liable for the fees, costs and expenses up to the completion of that stage of work in relation to which commencement instruction had been provided by the Client.

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17. LOSS OF DATA

Clients must take necessary action prior commencing work to ensure that all data on individual PCs or Servers are fully backed up and can be easily retrieved in case of emergency. Samec take appropriate precautions to minimise loss of data, however, Samec nor any 3rd party employed by Samec can be held liable for damages resulted from loss of data.