Terms & Conditions

Terms and Conditions

1. Definitions

1.1	in these terms
	(a)	Identuate means Identuate Pty Ltd. ABN 93 163 229 374
	(c)	Goods and/or services mean the goods and/or services supplied by Identuate to the Customer.
	(b)	Customer means the legal entity placing the order for goods and/or services being provided by Identuate.
	(e)	Taxes mean GST and all other taxes, changes, duties or similar relating to the supply or use of the goods and/or services.
	(d)	GST means any tax imposed upon a taxable supply under the A New Tax System (Goods and Services Tax) Act 1999 and any related tax imposition Acts.
	(f)	Terms means these terms.

2. Orders

2.1	The supply by Identuate of goods and/or services to the Customer, or the placement or an order for goods and/or services by the Customer will be on these Terms. Acceptance of goods and/or services or placements of an order by the Customer will be deemed to be acceptance of these Terms.
2.2	Any terms or conditions set out on any order or document submitted by the Customer are expressly excluded.
2.3	Identuate may reject any order in its discretion. If any order requires goods and/or services or services to be delivered in multiple installments, each installment will be considered a separate order.

3. Price & Payment

3.1	The price of goods and/or services is the prevailing price at the time of delivery. Any published price is indicative only. Identuate may alter prices at any time without notice.
3.2	Unless otherwise required by Identuate, all invoices must be paid within 30 days Net.
3.3	Identuate may charge a service fee on any outstanding amount at the rate of $1.5% per calendar month compounded monthly, from the due date until payment is received in full (subject to change at Identuate’s discretion).
3.4	All prices, delivery costs and amounts payable by the Customer are exclusive of Taxes. The Customer must pay or reimburse Identuate all Taxes, levies and the fees imposed by any statutory or industry body and any amount required by Identuate by way of deposit on any returnable container. Identuate will provide the Customer with a tax invoice.
3.5	The Customer may not withhold payment or make deductions from any amount owing without Identuate’s prior written consent.

4. Delivery of Goods

4.1	Identuate will use reasonable endeavors to supply the goods on the delivery dates and in the quantities specified in the order. Identuate will not be liable for any loss or damage arising out of any delay or failure to make delivery on the requested dates or in the requested quantities.
4.2	If Identuate fails to deliver or makes defective delivery of any goods under these Terms, the Customer will not be entitled to cancel any other delivery.
4.3	If the goods are supplied pre-packed and labeled, the Customer must not sell, supply or otherwise deal with the goods unless the packaging and labeling remains intact.

5. Containers & Pallets

5.1	Any pallets or containers used for the delivery or storage of the goods will remain the property of Identuate or its lessor. The Customer must promptly return or exchange the pallets and containers in its custody or reimburse Identuate the cost of replacement or repair of lost or damaged pallets or containers.
5.2	Any deposit charged will be credited in full at the time the container is returned to Identuate provided the container is returned with three months of dispatch and is in good order and condition.

6. Warranties on Goods

6.1	The Customer warrants that it understands the nature and characteristics of the goods and/or services, including their innate hazards and toxicity and is familiar with all information made available to it.
6.2	It is proven to Identuate’S reasonable satisfaction that the goods do not comply with the Manufacturer’s warranty Identuate will seek compensation on behalf of the Customer. The Manufacturer will at its cost and at its option, either replace such goods and/or services with the same or equivalent product, or pay the cost of replacement with the same or equivalent goods, but otherwise subject to the provisions of these Terms, Identuate accepts no liability to the Customer or any third party.
6.3	The Manufacturer’s warranty does not apply unless the goods have been properly handled, used, maintained and stored, the defects occur within 24 months of importation or formulation of the goods or within 12 months of their delivery, whichever period first expires, Identuate is notified in writing within seven days of the alleged defect first coming to the notice of the Customer and the Customer returns the goods to the place of delivery.

7. Limitations

Except as expressly set out in these Terms Identuate:
	(a)	excludes all conditions and warranties in relation to the goods, whether imposed or implied by statute or otherwise; and
	(b)	will not be liable for any loss, damage or injury including consequential loss (such as loss of profits and loss of opportunity), arising from the condition, supply or use of the goods or otherwise, whether or not caused by Identuate’S negligence.

8. Indemnity

The Customer indemnifies Identuate against all loss and liability arising out of:
	(a)	any breach by the Customer of these Terms; or
	(b)	negligence on the part of the Customer or any person for whom the Customer is responsible.

9. Passing of Risk and Retention of Title

9.1	Risk in the goods and/or services will remain with Identuate until goods and/or services depart Identuate warehouse. At this point thereafter risk of loss, damage or deterioration of the goods will pass to the customer.
9.2	Legal and beneficial title in the goods will remain with Identuate until:
	(a)	the goods are paid for in full by the Customer; and
	(b)	the Customer has paid all other amounts owing to Identuate.
9.3	Until such time as legal and beneficial title in the goods and/or services passes to the Customer, the Customer will:
	(a)	store the goods and/or services in a manner which makes them readily identifiable as the property of Identuate;
	(b)	hold the goods and/or services as bailee of Identuate, in respect of which each party acknowledges fiduciary relationship exists;
	(c)	keep, and provide upon request, proper stock records and records of accounts with respect to the receipt, identification, storage, location, sale and movement of the goods; and
	(d)	keep the goods and/or services insured against theft, damage and destruction (failing which Identuate may do so and invoice the Customer for the cost).
9.4	If the Customer sells or otherwise disposes of the goods:
	(a)	the Customer must account to Identuate for that part of the proceeds of the sale as is equal to the price and other charges payable by the Customer to Identuate in respect of those good; and
	(b)	until the Customer pays Identuate the price payable for the goods, the proceeds of resale must be held in a separate account in trust for Identuate.

10. Default

10.1	Payment will immediately become due and the Customer’s right to possession of the goods and/or services will cease if the Customer:
	(a)	fails to make due payment for the goods and/or services;
	(b)	commits a breach of any of these Terms; or
	(c)	commits an act of bankruptcy, is declared insolvent, passes a resolution for winding up, has petition presented against it for winding up, has an administrator, receiver, liquidator or other insolvency practitioner appointed in respect of it or its assets, or enters into an arrangement, compromise or assignment for the benefit of any creditor.
10.2	If an event set out in clause 10.1 occurs, Identuate may without prejudice to it other rights and remedies:
	(a)	withhold any further deliveries of goods and/or services;
	(b)	suspend or terminate performance of any other contracts which Identuate has with the Customer;
	(c)	in respect of goods and/or services already delivered, enter onto any premises of, or under the Customer’s control, without liability for trespass or any resulting damage, and retake possession of the goods and/or services in which legal and beneficial title is held by Identuate; and
	(d)	institute legal proceedings to recover the Customer’s debt including recovery of related costs, expenses and outgoings (including legal fees on a solicitor/client basis).
10.3	Identuate may bring an action for the price of the goods and/or services even though title in the goods and/or services has not passed.

11. Claims and Returns

Identuate will not accept the return of any goods and/or services unless agreed in writing prior to return. Any goods and/or services returned must be in the same order and condition as when delivered to the Customer. Identuate may charge the Customer the then current restocking charges, payable immediately.

12. Force Majeure

Each obligation of Identuate will be suspended during the time and to the extent that Identuate is prevented from or delayed in complying with that obligation by any act, event or cause (including industrial action) which is beyond its control.

13. General

13.1	Identuate may amend these Terms at any time. The amended Terms will apply to the supply of any goods and/or services from the date of the amendment. The Customers may not vary these Terms without the written consent of Identuate.
13.2	No failure, delay, relaxation or indulgence by Identuate in exercising any power or right conferred by these Terms will operate as a waiver of the power or right. A waiver of a breach does not operate as a waiver of any other breach.
13.3	If a Court determines that any provision of part of a provision of these Terms is unenforceable, illegal or void, if possible it will be read down so as to give it valid and enforceable operation or, if not possible to be so read down, it will be severed and the remaining provisions will remain operative.
13.4	These Terms are governed by the laws of the State of Queensland and the parties submit to the non-exclusive jurisdiction of the courts of the State and of the Commonwealth of Australia.