Terms and Conditions

1.0 DEFINITIONS AND INTERPRETATION
1.1 Unless inconsistent with the context or subject matter, the following terms shall have the meaning ascribed to them:
“The company” means RADIO TERMINAL SYSTEMS PTY LTD – ACN 099 599 872
“The purchaser” means the company firm or persons to whom this quotation is addressed.
“The system” means both hardware and software designed and manufactured by the company for a particular purpose.
“Hardware” means computer machinery including processor, disc drives, terminals, printers, tape units, cables, plugs, wireless base station and all such other mechanical or electronic equipment.
“Software” means computer instructions including operating systems and application programmes, the computer readable media including floppy discs or magnetic tape and instruction manuals.
“The equipment” means the physical components of the system whether hardware or software.
1.2 The section headings herein are for the purpose of guidance only and are not to be used in the interpretation of the terms and conditions herein contained.

2.0 ACCEPTANCE OF QUOTATION
2.1 The purchaser’s acceptance of the companies quotation shall constitute a binding contract upon and subject to the terms and conditions herein contained.
2.2 In the event that any invoice or other document forwarded to the purchaser by the company contains anything inconsistent with the terms and conditions herein contained such document and any system which it accompanies are nevertheless
accepted by the purchaser on the express understanding that the terms and conditions herein contained are to prevail in all cases.
2.3 Any alterations or additions to the terms and conditions herein contained shall be of no effect unless in writing and signed by both parties.
2.4 The company reserves the right to refuse at its absolute discretion any order based on a quotation within seven (7) days after the order is received and at any time to refuse to accept or proceed with any order should the purchaser’s trade
reference be unsatisfactory to the company.
2.5 Where the sale or quotation relates to more than one system there shall be deemed to be a separate and severable contract upon the terms and conditions herein contained for each such system.

3.0 CANCELLATION
3.1 No cancellation will be accepted after delivery of the system or after seven (7) days from the date shown on the purchaser’s acceptance of the company’s quotation. In the event of such cancellation, variation or suspension, the purchaser shall
compensate the company for any costs or loss incurred including but not limited to loss of profit.

4.0 PRICES
4.1 The prices quoted are firm for a period of 30 days from the date of the quotation.
4.2 Upon and after the expiration of thirty (30) days from the date of the quotation the company may vary the price to allow for any increase or decrease in the costs of freight, insurance, raw material, labour, transport costs, customs duty, primage
and exchange rate variations to the purchaser’s account.
4.3 All prices are ex the companies store.
4.4 Additional costs incurred in the installation or commissioning as a result of delays due to other than the neglect or default on the part of the company shall be to the purchaser’s account.
4.5 The price does not include sales tax whether payable within Australia or elsewhere and if the same be payable it shall be to the purchaser’s account.
4.6 The price includes non-waterproof packing to the company’s standards for shipment by road, rail or sea.
4.7 Sales tax if and when applicable is an extra charge for the purchaser’s account.
4.8 If for any reason whatsoever attributable to the purchaser the company is unable to consign the system within fourteen (14) days of notification to the purchaser that the system is ready for dispatch all storage and insurance charges incurred
thereafter shall be to the purchaser’s account.

5.0 DELIVERY
5.1 Delivery periods quoted apply from the date of acceptance of the companies quotation.
5.2 Where deliveries are quoted as ex-stock, availability is subject to prior sale.
5.3 Delivery and availability dates are estimates and approximate only and although the company will use its best endeavours to maintain these estimates, no liability is accepted for delay for any cause whatsoever.

6.0 FORCE MAJEURE
6.1 In the event of any delay in performance by the company due to any cause arising from or attributable to any act of God or to any event beyond the reasonable control of the company (including but not limited to strikes, lockouts, accidents, labour
shortages, civil commotion, war, fire, explosives, flood, storms, earthquakes, failure of compliance with Governmental authority, inability to obtain suitable materials, components, labour, fuel, breakdown of equipment, power or transportation) the
company shall not be under any liability for loss or injury whatsoever suffered by the purchaser thereby and the delivery date agreed or as herein provided, shall be postponed for the period of such delay or prevention.

7.0 ACCEPTANCE OF DELIVERY
7.1 The purchaser shall inspect the system immediately on arrival thereof and shall within seven (7) days from such inspection give notice in writing to the company of any matter or thing by reason thereof the purchaser may allege that the system is
not in accordance with the contract. If the purchaser shall fail to inspect or to give such notice, the system shall be deemed to be of first quality and in all respects in accordance with the contract and the purchaser shall be bound to accept it and
pay for the same accordingly.
7.2 The purchaser acknowledges that he has satisfied himself that the system is suitable for the particular purpose for which he has purchased the equipment.

8.0 TEMINATION OF CONTRACT – DEFAULT IN PAYMENT
8.1 If at any time prior to delivery the purchaser shall commit any breach of its obligations hereunder or become bankrupt or commit an act of bankruptcy or call any meeting of its creditors or enter into any assignment for the benefit of or any
composition or arrangement with creditors or being a company if a petition it presented or an order is made or an effective resolution is passed for its winding up or a meeting is convened for the purpose of considering such a resolution or if a
receiver or manager is appointed then the company may at its option without prejudice to any other rights hereunder or at law, give notice in writing to the purchaser and after fourteen (14) days of such notice may, unless otherwise provided by
law :-
(i) require payment in full before or on delivery of any system;
(ii) terminate the contract or suspend manufacture or delivery of any system then outstanding;
(iii) retain any security given or monies paid by the purchaser and apply this against the assessed loss and damages incurred by the company in the performance of the contract.

9.0 TERMS OF PAYMENT
9.1 An agreed deposit will be payable upon acceptance of the quotation and the balance price is payable upon delivery, or if the purchaser does not accept delivery, upon notification by the company that the system is available for delivery.
9.2 Where the company contracts to install the system:
(i) The price for supply of the system shall be treated separately from the price quoted for installation of training of personnel unless a lump sum is quoted.
(ii) Defects which may arise in the installation shall not serve to delay payment for the supply of the system.
(iii) Freight charges plus travel costs, accommodation and meals of personnel of the company while effecting any installation or training of personnel of the purchaser are at the expense of the purchaser.
9.3 In the case of system which is delivered in part shipments, the net invoice value of each part shipment shall be paid in full within seven (7) days after each part shipment is delivered and invoiced.

10.0 PASSING OF PROPERTY AND RISK
10.1 Until payment in full is received, the property in the equipment shall remain the sole and exclusive property of the company and shall pass to the purchaser when all purchase monies have been paid in full. Prior to payment in full, if the equipment
is in the purchaser’s possession it will be held as bailee and returned immediately unused and undamaged upon demand.
10.2 From the date the equipment is dispatched from the company store to the purchaser’s premises the purchaser shall be responsible for any loss or damage to the equipment howsoever arising.
10.3 The purchaser will hold the company indemnified against any claim or liability for damage or injury to or by the equipment in the meantime.
10.4 The company’s responsibility for the equipment ceases and the equipment becomes the purchaser’s risk upon being dispatched from the company’s store.
10.5 If for any reason whatsoever attributable to the purchaser, the company is unable to consign the equipment within fourteen (14) days of notification to the purchaser that the equipment is ready for dispatch, dispatch of the equipment shall be
deemed to have been effected and the equipment shall be at the purchaser’s risk.
10.6 If so requested by the purchaser in writing the company will insure the equipment on behalf of the purchaser at the cost of the purchaser.

11.0 WARRANTY
11.1 The company warrants that the system shall be free from defects in material and workmanship for a period of twelve (12) months from delivery. Equipment which may fail during this period due to defects in material and workmanship and not due to
fair wear and tear or negligence, neglect or default on the part of the purchaser or third parties, will be replaced or repaired free of charge.
11.2 Should the company be required to visit the purchaser’s premises, site, etc. to determine or rectify an invalid warranty claim, all costs relating to the visit, e.g. air fares, car rentals, petrol, accommodation, meals, etc. shall be to the purchaser’s account.
No charge shall be made for labour involved in warranty rectification providing the fault is determined to be a genuine warranty fault.
11.3 The conditions of the warranty are as follows:-
(i) The warranty is limited to making good at the company’s premises any part or parts of system which are returned with transportation prepaid and which examination discloses to the company’s satisfaction to have been defective in material and
workmanship;
(ii) The warranty does not cover damages resulting from misuse, accidents, rough handling, wrong storage or incorrect installation (where the company was not the installer), nor does it cover use of the system other than in accordance with the company’s published ratings and operating
instructions;
(iii) The warranty does not cover damages or malfunction or defects resulting from acts or circumstances outside the company’s control, including power surges or supply of unsuitable power sources;
(iv) The warranty does not extend to cover expendable items such as lamps, fuses, stationery, ribbons etc.;
(v) No claim under this warranty will be accepted where, except in the case of normal routine adjustment, any technical interference is undertaken or any of the company’s seals are broken other than by the company;
(vi) The company reserves the right, without admitting liability, to wholly or partially dismantle the equipment to ascertain the cause of failure;
(vii) No claim in respect of defects alleged to have occurred within the warranty period shall be accepted unless made within one month after the end of the guarantee period, provided that the warranty period ends at the latest thirteen (13) months after the
company’s advice to the purchaser of readiness for dispatch;
(viii) No claim under the warranty shall be accepted from any person other than the purchaser;
(ix) In the case of parts not manufactured by the company this warranty shall not operate to extend the terms of any guarantee or warranty by the manufacturer of such parts. The company will work with the purchaser to have any third party warranty claims enforced by the original equipment manufacturer (OEM).

12.0 LIMITATION OF LIABILITY
12.1 The liability of the company under this contract or otherwise or pursuant to any warranties or conditions which are implied pursuant to the provisions of the Trade Practices Act shall be limited to the replacement of any defective equipment or
repair or any fault as the case may require and in particular but without limiting the generality of the foregoing the company shall not be liable for any indirect or consequential loss or damage which the purchaser may sustain however arising. All
other conditions and warranties which might but for this clause be implied by law are hereby negatived and excluded so far as the same may legally be done.
12.2 The company shall not be liable for goods of a consumable nature or those having a low rated service life such as electric lamps, fuses, or batteries or where any unauthorized repair or alteration or incorrect installation work has been performed
by the purchaser.
2.3 The company shall not be liable for any loss or damage suffered by or occasioned to the purchaser whether the same be direct or consequential caused by or attributable to the failure or malfunctioning of any system supplied by it whether or not
such system is under warranty at the particular time. And the purchaser hereby releases the company from any action or liability for consequential loss or damage to persons or property including without limiting generality of the foregoing, loss of
use of the system or of profits, or loss on resale arising by reason of defect, non-delivery, defective materials or workmanship, negligence or any act, matter conduct or thing done, permitted or omitted by the company.
12.4 The company shall under no circumstances be liable for any form of damages whether direct or incidental or consequential in connection with or arising out of the provision performance or use of the system or any part thereof and the company’s
total liability shall in all circumstances whether arising out of its negligence or otherwise be limited to the repair or replacement of the equipment as specified in condition 11.

13.0 SET-UP
13.1 The purchaser undertakes at his own expense to provide a sufficient and suitable area for the equipment and the provision of dedicated and suitable power supply, prior to delivery. It is also the purchaser’s obligation to ensure that the power
supply dedicated to the equipment is 240 volts alternating current (VAC) plus or minus 10%, and 50 hertz (HZ) at 10 amperes (AMPs) and in case of forklift mounted equipment the power supply is a suitable DC power supply (Batteries must be in
good order) failing which the system sold is liable to malfunction and the company accepts no responsibility for any such malfunction nor in those circumstances shall the company agree to accept return of the system supplied or be obliged to
repair or replace the system.

14.0 NOTICE
14.1 Any notice by one party to the other shall be sufficiently served if served personally or if posted by pre-paid post to the party to be served at its address stated in the quotation.
14.2 Any failure by the company to insist upon the strict performance of any of these terms and conditions or delay by the company in exercising its rights hereunder shall not constitute a waiver of those terms and conditions.

15.0 APPLICABLE LAW
15.1 The validity, construction and performance of this contract and the terms and conditions herein contained shall be governed by and construed in accordance with the law of the State of Victoria. The parties hereby accept and subject themselves
to the jurisdiction of the Courts of that State.

16.0 GST
GST means a tax in the nature of a supply of goods and services tax levied or imposed by the Commonwealth of Australia including any such tax levied or imposed on any supply by the Company under this Agreement. If any supply made under
this Agreement is subject to any GST the Purchaser must in respect of that supply pay the Company an amount sufficient that the Company retains, after payment of GST, the amount that it would have received had GST not been so payable.
Any amount payable by the Purchaser under this clause must be paid on the same date as payment is required in relation to the underlying supply giving rise to the GST, but the Purchaser need not make a payment until the Company has issued
the Purchaser with a GST tax invoice in relation to that amount.

17.0 GRAMMATICAL EXPRESSIONS
In this Agreement, the singular expression shall be read as including the plural and visa versa, and reference to any gender as including a reference to any other gender or to a body or to bodies corporate.