Terms and Conditions

Thermoline Scientific Equipment Pty Ltd
ABN 80 000 859 129
(“Company”)
Trading Terms and Conditions

For Sale of Goods

These Trading Terms & Conditions (“Terms”) apply (unless otherwise previously agreed in writing) to the supply of Goods by the Company to a Customer from time to time. Any supply of Goods by the Company to the Customer made after the date of acceptance of these Terms is a supply pursuant to the supply agreement constituted by these Terms and the relevant order accepted by the Company, and any such supply does not give rise to a new or separate agreement.

1. Interpretation

In these terms, unless the contrary intention appears:
“Additional Charges” includes all delivery, handling and storage charges, goods and services tax, stamp duty, interest, legal and other costs of recovery of unpaid money and all other government imposts and all money, other than the Purchase Price, payable by the Customer to Company arising out of the sale of the Goods.
“Customer” means the person to or for whom the Goods are to be supplied by the Company.
“Goods” means the goods sold to the Customer by the Company and includes any services provided by the Company to the Customer.
“Intellectual Property Right” means any patent, registered design, patent, trademark, copyright, trade secret or any other proprietary right of a third party or parties, registered or unregistered, in any country.
“Company” means Thermoline Scientific Equipment Pty Ltd, ABN 80 000 859 129.
“PPSA” means the Personal Property Securities Act 2009 (Cth).
“Purchase Price” means the list price for the goods as charged by the Company at the date of delivery or such other price as may be agreed by the Company and the Customer prior to delivery of the Goods.
“Licenced or Qualified Technician” means a person or company with qualifications to perform such services in that state or territory.

2. Order for Goods

2.1. An order given to the Company is binding on the Company and the Customer if:
2.1.1 a written acceptance is signed for or on behalf of the Company; or
2.1.2 The Goods are supplied by the Company in accordance with the order.
2.2. An acceptance of the order by the Company is then to be an acceptance of these Terms by the Company and the Customer, and these Terms will override any conditions contained in the Customer’s order. Company reserves the right to accept a part only of any order by notifying the Customer in writing or by delivering the Goods to the Customer. No order is binding on the Company until accepted by it.
2.3. An order that has been accepted in whole or in part by the Company cannot be cancelled by the Customer without obtaining the prior written approval of the Company, which it may refuse in its absolute discretion.

3. Warranties

3.1. The Company liability is limited to the extent permissible by law and at the Company’s option;
3.1.1 In Relation to the Goods:
i the replacement of the products or the supply of equivalent products
ii the repair of the products
iii the payment of the cost of replacing the products or of acquiring equivalent products; or
iv The payment of the cost of having the products repaired
3.1.2 Where the Goods are services:
i the supply of service again; or
ii the payment of the cost of having the services supplied again.
3.2. Any claims to be made against the Company for short delivery of Goods must be lodged with the Company in writing within 7 days of the delivery date.
3.3. To the extent permitted at law, all other warranties, whether implied or otherwise, not set out in these Terms are excluded and the Company is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate Customer for:
3.3.1 any increased costs or expenses;
3.3.2 any loss of profit, revenue, business, contracts or anticipated savings;
3.3.3 any loss or expense resulting from a claim by a third party; or
3.3.4 any special, indirect or consequential loss or damage of any nature whatsoever caused by the Company’s failure to complete or delay in completing the order to deliver the Goods.

4. Delivery

4.1. The times quoted for delivery are estimates only, and the Company accepts no liability for failure or delay in delivery of Goods. The Customer is not relieved of any obligation to accept or pay for Goods by reason of any delay in delivery. Goods may be delivered in instalments at the discretion of the Company.
4.2. Risk in accepting the Goods passes on delivery to the Customer.
4.3. All Additional Charges are payable by the Customer in addition to the Purchase Price of the Goods.
4.4. Return of Goods will not be accepted by the Company except by prior agreement in writing with the Company. Any Goods returned will be subject to freight charges and a restocking charge of up to 20% of the Purchase Price of those Goods.

5. Price and Payment

5.1. The Customer must pay the Purchase Price and the Additional Charges to the Company.
5.2. If the Customer is in default, the Company may, at its option, withhold further deliveries or cancel a contract without prejudice to any of its existing rights.
5.3. All payments are due according to the terms stated on the invoice. Interest is charged at the rate of 1.5% per month or part of a month from the expiry of that period until the date payment is received by the Company.
5.4. The Customer must pay all amounts payable under these Terms without set-off or counterclaim of any kind.
5.5 If a quotation is offered with credit terms, these terms are only valid with an official purchase order from the customer. If no purchase order is supplied at the time of order, payment terms will revert to Payment Prior to Dispatch.

6. Intellectual Property

6.1. All branding and artwork provided by the Customer is the intellectual property of the Customer. The artwork and branding supplied will only be used to satisfy these Terms.
6.2. The Customer warrants that the use by the Company of any intellectual property provided by the Customer to the Company so that the Company may provide the Goods and/or services under these Terms does not infringe any Intellectual Property Rights.
6.3. Customer must indemnify and keep indemnified Company against any and all liabilities, expenses, losses and/or damages, including attorney’s fees, whether direct, indirect or consequential, arising from a third party, alleging that the Goods infringe the Intellectual Property Right of the third party due to the Company’s use in the production of the Goods of any branding, artwork or other intellectual property provided to Company by Customer.

7. Retention of Title

7.1. Ownership, title and property in the Goods and in the proceeds of the sale of those Goods remain with the Company until payment in full for the Goods, and all sums due and owing by the Customer to the Company on any account has been made. Until the date of payment:
7.1.1 The Customer has the right to sell the Goods in the ordinary course of business;
7.1.2 until the Goods have been sold by the Customer in the ordinary course of the Customer’s business, the Customer holds the Goods as bailee for the Company;
7.1.3 The Goods are always at the risk of the Customer.
7.2. The Customer is deemed to be in default immediately upon the happening of any of the following events:
7.2.1 if any payment to the Company is not made promptly before the due date for payment;
7.2.2 if the Customer ceases to carry on business or stops or suspends payment or states its intention of so doing or is unable to pay its debts as they fall due or if any cheque or bill of exchange drawn by the Customer payable to Company is dishonoured;
7.3. In the event of a default by the Customer, then without prejudice to any other rights which the Company may have at law or under this agreement:
7.3.1 The Company or its agents may, without notice to the Customer, enter the Customer’s premises or any premises under the control of the Customer for the purposes of recovering the Goods.
7.3.2 Company may recover and resell the Goods;
7.3.3 if the Goods cannot be distinguished from similar Goods which the Customer has or claims to have paid for in full, the Company may, in its absolute discretion, seize all goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of Company and the Customer may be ascertained. Company must promptly return to the Customer any goods the property of the Customer, and Company is in no way liable or responsible for any loss or damage to the Goods or for any loss, damage or destruction to the Customer’s business howsoever arising from the seizure of the Goods.
7.3.4 In the event that the Customer uses the Goods in some manufacturing or construction process of its own or some third party, then the Customer must hold such part of the proceeds of the sale of such manufacturing or construction process as relates to the Goods in trust for the Company. Such part will be an amount equal in dollar terms to the amount owing by the Customer to the Company at the time of the receipt of such proceeds. The Customer will pay the Company such funds held in trust upon the demand of the Company.
7.4. Separately, Customer hereby charges all its right, title and interest to and in the proceeds of the sale of the Collateral as original collateral, or any of it, in favour of the Company.

8. PPSA

8.1. Defined terms in this clause have the same meaning as given to them in the PPSA.
8.2. The Company and the Customer acknowledge that these Terms constitute a Security Agreement and entitle the Company to claim:
8.2.1 a Purchase Money Security Interest (“PMSI”) in favour of the Company over the Collateral supplied or to be supplied to the Customer as Grantor pursuant to these Terms; and
8.2.2 a security interest over the proceeds of the sale of the Collateral referred to in 8.2.1 as original collateral.
8.3. The goods supplied or to be supplied under these Terms fall within the PPSA classification of ”Other Goods” acquired by the Customer pursuant to these Terms.
8.4. The Proceeds of sale of the Collateral referred to in clause 8.2(a) fall within the PPSA classification of “Account”.
8.5. The Company and the Customer acknowledge that the Company, as Secured Party, is entitled to register its Security Interest in the Collateral supplied or to be supplied to Customer pursuant to these Terms and in the relevant Proceeds.
8.6. To the extent permissible at law, the Customer:
8.6.1 waives its right to receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted by the Customer to the Company.
8.6.2 agrees to indemnify Company on demand for all costs and expenses, including legal costs and expenses on a solicitor/client basis, associated with the;
8.6.2.1 Registration or amendment or discharge of any Financing Statement registered by or on behalf of the Company; and
8.6.2.2 Enforcement or attempted enforcement of any Security Interest granted to the Company by the Customer;
8.6.3 agrees that nothing in sections 130 and 143 of the PPSA will apply to these Terms or the Security under these Terms;
8.6.4 agrees to waive its right to do any of the following under the PPSA:
8.6.4.1 receive notice of removal of an Accession under section 95;
8.6.4.2 receive notice of an intention to seize Collateral under section 123;
8.6.4.3 object to the purchase of the Collateral by the Secured Party under section 129;
8.6.4.4 receive notice of disposal of Collateral under section 130;
8.6.4.5 receive a Statement of Account if there is no disposal under section 132(4);
8.6.4.6 receive a Statement of Account under section 132(3)(d) following a disposal showing the amounts paid to other Secured Parties and whether Security Interests held by other Secured Parties have been discharged.
8.6.4.7 receive notice of retention of Collateral under section 135;
8.6.4.8 redeem the Collateral under section 142; and
8.6.4.9 reinstate the Security Agreement under section 143.
8.6.5 All payments received from the Customer must be applied in accordance with section 14(6)(c) of the PPSA.

9. On-Sale

The Customer agrees that upon the on-sale of any Goods to third parties, it will:
9.1.1 inform any third party involved of these Terms;
9.1.2 inform any third party of the Company’s product warranties if any; and
9.1.3 not make any misrepresentations to third parties about the Goods.
10. Indemnity
To the full extent permitted by law, Customer will indemnify Company and keep Company indemnified from and against any liability and any loss or damage Company may sustain as a result of any breach, act or omission arising directly or indirectly from or in connection with any breach of any of these Terms by Customer or its representatives.

11. General

11.1. These Terms are to be construed in accordance with the laws from time to time in the State of New South Wales and the Commonwealth of Australia. The parties submit to the non-exclusive jurisdiction of the Courts of New South Wales, Australia and any courts which may hear appeals from those courts in respect to any proceedings in connection with these Terms.
11.2. These Terms contain all of the terms and conditions of the contract between the parties and may only be varied by agreement in writing between the parties.
11.3. Any conditions found to be void, unenforceable or illegal may, to that extent, be severed from the Agreement.
11.4. No waiver of any of these Terms or failure to exercise a right or remedy by the Company will be considered to imply or constitute a further waiver by the Company of the same or any other term, condition, right or remedy.
11.5 Certain spare parts and products must be installed by a licenced or qualified technician. It is the customers’ responsibility to ensure they abide by the laws in their state/territory.

Supplier Code of Conduct Policy

A minimum set of expectations and behaviours for doing business with Thermoline Scientific Equipment Pty Ltd.

The Thermoline Scientific Equipment Pty Ltd strives to conduct sustainable and inclusive procurement.

Our suppliers are our partners in delivering the best social and commercial outcomes for Thermoline Scientific Equipment Pty Ltd.

 This Supplier Code of Conduct (the code) outlines the ethical standards and behaviours we expect from ourselves and our suppliers.

1. We are committed to the highest ethical standards.

When conducting business with Thermoline Scientific Equipment Pty Ltd, you can expect that we will:

• comply with applicable laws, regulations, policies and procedures
• act with integrity and openness
• demonstrate fairness and transparency in our dealings with individuals and organisations
• disclose any perceived or real conflicts of interest
• encourage fair and open competition while seeking value for money and innovative solutions
• adopt procurement processes to make it easy to do business
• protect and prevent the release of commercial-in-confidence information
• not seek or accept, any financial or non-financial benefits from potential, current or past suppliers
• respond to reasonable requests for advice and information, including tender debriefings
• investigate complaints.

2. We expect our suppliers and their supply chains to commit to the highest ethical standards

When conducting business with Thermoline Scientific Equipment Pty Ltd, we expect that you will:

• comply with applicable laws, regulations, policies, procedures and good business practices
• ensure third parties acting on your behalf comply with this code
• act with integrity and openness
• conduct business in an ethical and safe manner
• disclose any perceived or real conflicts of interest
• not discuss or disclose dealings with Thermoline Scientific Equipment Pty Ltd to the media without approval
• pay your suppliers/contractors on time
• protect and prevent the release of commercial-in-confidence information
• ensure the security and proper use of information, assets and materials
• not offer Thermoline Scientific Equipment Pty Ltd employees/contractors any financial or non-financial benefits
• respond to reasonable requests for advice and information
• report breaches of this code to Thermoline Scientific Equipment Pty Ltd.

3. Implications of non-compliance with this code

Suppliers should be aware that non-compliance with this code when doing business with Thermoline Scientific Equipment Pty Ltd, or demonstrated corrupt or unethical conduct, could lead to:

• termination of contracts
• loss of future work
• loss of reputation
• investigation for corruption
• matter referred for criminal investigation
• suspension or removal from prequalification schemes and panel arrangements

4. More information

4.1 Gifts, hospitality and other benefits

Suppliers must not offer or provide any financial or non-financial benefits to Thermoline Scientific Equipment Pty Ltd employees/contractors at any time.

Thermoline Scientific Equipment Pty Ltd employees/contractors are not permitted to request financial or non-financial benefits and are expected to decline such offers.

4.2 Conflicts of Interest

Conflicts of interest, whether real or perceived, must be immediately reported to the relevant Thermoline Scientific Equipment Pty Ltd department or agency.

A conflict of interest can arise when a person’s business and private interests intersect.

Private interests can include a person’s professional and financial interests, as well as past and present associations with other individuals, groups, or families.

4.3 Confidentiality and Intellectual Property Rights

Information provided by or collected from Thermoline Scientific Equipment Pty Ltd is provided on a confidential basis unless otherwise explicitly indicated or the information is already in the public domain.

Thermoline Scientific Equipment Pty Ltd and our suppliers will respect and honour each other’s confidentiality and intellectual property rights.

4.4 Environmental sustainability

We expect our suppliers to minimise the environmental impact of their operations and maintain environmentally responsible policies and practices.

4.5 Sponsorship

Any sponsorship arrangement must be open and transparent and should not create the perception that it will improperly influence Thermoline Scientific Equipment Pty Ltd's decision-making.

4.6 Labour and Human Rights

We expect our suppliers to provide a fair and ethical workplace free from workplace bullying, harassment, victimisation and abuse.

Our suppliers are expected to make all reasonable efforts to ensure that businesses within their supply chain are not engaged in, or complicit with, human rights abuses, such as forced or child labour.

4.7 Workplace health and safety

We expect our suppliers to provide a safe work environment and integrate sound health and safety management practices into their business.

Suppliers must comply with all applicable laws and regulations relating to workplace, health and safety.