Terms & Conditions of Trade

ROBAND  AUSTRALIA – TERMS & CONDITIONS OF TRADE

1. GENERAL

1.1 These Terms of Trade govern all orders placed by the Applicant and apply to and form part of any contract for the supply of Goods by the Company to the Applicant after 31st August 2025.

1.2 Submission of an order by the Applicant shall constitute deemed acceptance of these Terms of Trade and in the event of any inconsistency between the Applicant’s order and these Terms Trade the latter shall prevail.

1.3 Any terms and conditions set out in the Applicant’s order deviating from or inconsistent with these Terms of Trade will not bind the Company notwithstanding any statement by the Applicant in its order that its terms and conditions shall prevail over these Terms of Trade.

1.4 No variation or modification or substitution of these Terms of Trade shall be binding on the Company unless specifically accepted by the Company in writing.

2. DEFINITIONS

In these Terms of Trade, the following words have meaning set against each of them respectively:

“Applicant” means the person or entity purchasing the Goods from the Company. “Business Day” means a day other than a Saturday or Sunday when trading banks in Sydney are open for general banking business.

“Company” means Roband Australia Pty Limited ACN 003 049 063. “F.I.S.” means free into store as defined in the Incoterms.

Force Majeure means a circumstance beyond the reasonable control of the parties, including but not limited to:
(a) Act of God, disease, adverse weather event, fire, flood or other inundation, theft, accident, breakdown of machinery, suspension of electricity or other power supply or act or omission of a third party;
(b) War, riot, civil commotion, insurrection, vandalism or sabotage.
(c) Strike, lockout, ban, embargo, limitation of work or other industrial disturbance.
(d) Inability to obtain transportation, carrier delay, third party supplier delay; and
(e) Law, rule or regulation of any government agency or port authority and executive or administrative order or act of general or particular application.

“Goods” means all goods ordered by the Applicant from time to time and supplied by the Company under these Terms of Trade and includes any services forming part of the supply of Goods.

“GST” means goods and services tax or similar value added tax levied or imposed in Australia pursuant to the GST Law or otherwise on a supply.

“GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (Commonwealth).

“GST Law” has the same meaning as in the GST Act.

“Incoterms” means the International Commercial Terms, published by the International Chamber of Commerce, 2020 edition.

“Invoice” means an invoice sent by the Company to the Applicant for payment for the Goods supplied to the Applicant at the request of the Applicant.

“Terms of Trade” means these terms and conditions of trade.

3. QUOTATIONS, ORDERS AND PRICES

3.1 No quotation given by the Company to the Applicant shall constitute an offer.

3.2 Prices given in any quotation are applicable to that quotation only and will not apply in any other instance.

3.3 Quotations are valid for a period of 30 days from the date of issue by the Company, unless otherwise agreed in writing.

3.4 Orders for Goods must be placed by purchase order issued by the Applicant. Orders must include all necessary ordering information required by the Company.

3.5 No order from the Applicant for the supply of Goods shall be binding on the Company until accepted by the Company in writing.

3.6 The prices for the Goods may be varied to the Company’s general prices in effect at the requested date of delivery of the Goods notwithstanding any prior orders or sales order acceptances in respect of the Goods. The Company will give the Applicant notice in writing of the variation. The Applicant may cancel its order by notice in writing to the Company within 5 Business Days after receipt of the Company’s notice of the variation, failing which it will be deemed to have accepted the variation.

3.7 Prices for the Goods will be as stated in each Invoice.

3.8 Unless expressly included, the prices given in any quotation, price list or any Invoice and the consideration for any supply under or in connection with these Terms of Trade, do not include sales tax, GST or any other tax, fee, levy or duty imposed by any competent authority

4. TAXES, ETC.

Should any sales tax, GST as levied under the GST Act (as amended) and any other tax, fee, levy or duty imposed by any competent authority be payable in relation to supply of Goods by the Company, such tax, fee, levy or duty will be to the Applicant’s account and shall be calculated using the rates and methods of assessment in force at the time of delivery. The Applicant is liable for any other applicable tax, including, without limitation, withholding tax.

5. DELIVERY

5.1 The Applicant shall upon placing its order advise the Company of the nominated delivery point and requested delivery date. The Company shall arrange for the Goods to be delivered and the Applicant shall arrange to accept delivery of the Goods during normal business hours from Monday to Friday. In the event that a tail lift is required for the delivery of the Goods, the Applicant shall bear the cost of such service.

5.2 Where the Applicant places an order and requests the Company to direct deliver the goods to the Applicant’s customer/end user, the Applicant is responsible in providing the correct delivery details and any special instructions, and to ensure that the customer/end user is aware of the delivery, and capable of accepting the delivery.

5.3 Where the Applicant places an order and requests the Company to direct deliver the goods to the Applicant’s customer/end user, the Applicant will be charged for freight including but not limited to “Futile Pick-up and Attempted Delivery” charges, if applicable.

5.4 In relation to deliveries within the Company’s nominated metropolitan and approved rural distribution areas, for orders over $800.00 (exclusive of GST), the Company shall arrange for the Goods to be delivered F.I.S.

5.5 Unless otherwise agreed by the Applicant and the Company, the Company shall be entitled to deliver the Goods in one or more lots. Where delivery of the Goods is affected by way of part delivery, the Company shall be entitled to invoice the Applicant for pro rata progress payments in respect thereof.

5.6 The Company is not liable for any claims for non-fulfilment or late delivery of Goods due to Force Majeure or for any loss or damage (including consequential loss or damage) suffered by the Applicant arising from delay in delivery or, due to Force Majeure, a failure to deliver. The Applicant shall accept and pay for the Goods notwithstanding late delivery.

5.7 Notwithstanding the Applicant’s inability to accept delivery of the Goods, the Company shall be deemed to have delivered the Goods in accordance with these Terms of Trade.

5.8 To enable claims to be passed on to the carrier, where appropriate, all claims by the Applicant in relation to delivery quantities or loss or damage to the Goods must be made to the Company in writing within 24 hours of delivery of the Goods, time being of the essence. Any claims made outside this time frame will not be recognised by the Company.

6. DAMAGED OR NON-CONFORMING GOODS

6.1 The Applicant shall inspect the Goods immediately upon delivery and, if the Goods are damaged or not otherwise in conformity with the contract relating to their supply, shall give written notice to the Company of the details in respect thereof within 24 hours of the date of delivery.

6.2 Any Goods the subject of a notice under clause 6.1 shall be left in the state and condition in which they were delivered until such time as the Company or its duly authorised agent has inspected the Goods, such inspection to be carried out within 60 days after notification by the Applicant. If the Goods are not so left in the state and condition in which they were delivered, the Applicant shall be deemed to have accepted the Goods and shall pay the purchase price for the Goods to the Company, if not paid previously.

6.3 If inspection of the Goods pursuant to clause 6.2 confirms that, at the time of delivery, the Goods were damaged or not in conformity with the contract relating to their supply otherwise than due to any act or omission of the Applicant, the Company will advise a return authorisation number and the mode of transport acceptable to the Company. Any Goods returned to the Company will be at the Applicant’s entire risk as to loss or damage until delivered to the Company. In relation to Goods returned to the Company, the Applicant undertakes to follow the Company’s instructions, prepay the freight and clearly mark the freight with the return authorisation number advised by the Company.

6.4 Return of Goods not complying with clause 6.3 will not be accepted by the Company.

6.5 Subject to the Applicant’s compliance with clauses 6.1 and 6.3, the Company will credit the Applicant with the price paid by the Applicant for Goods which are damaged or not in conformity with the contract relating to their supply.

6.6 If the Company agrees in writing to accept return of Goods which are undamaged and in conformity with the contract relating to their supply, the Company will credit the Applicant with the price paid by the Applicant for the Goods, less a 20% handling fee.

6.7 In the case of a non-standard manufacture, where a “Confirmation of Non-standard Items” form has been signed by or on behalf of the Applicant, and where such orders have been correctly executed, no returns will be accepted.

7. TERMS OF PAYMENT

7.1 Unless otherwise agreed by the Company in writing, all Goods will be supplied on a payment before delivery basis.

7.2 The extension of credit to the Applicant by the Company shall be at the absolute discretion of the Company, which credit may be varied or discontinued from time to time. Where credit is extended, unless otherwise agreed in writing by the Company, the Applicant shall make payment in full by the last Business Day before expiry of 30 days following the date of the Invoice. A letter signed by a director of the Company will be sufficient evidence as to the terms of credit extended to the Applicant at any point in time.

7.3 The time for payment of any Invoice shall be of the essence. If no time is so stated in the Invoice, then payment shall be required upon delivery of the Goods.

7.4 In the event that payment for any Goods has not been received by the Company within 30 days of Invoice, the Company may, in its discretion:
(a) immediately cease any extension of credit and require immediate payment of all moneys accrued or owing to the Company; and/or
(b) charge to the Applicant all administration, legal and other costs incurred by the Company in relation to collection of outstanding amounts owed by the Applicant to the Company.

7.5 The Applicant may not withhold payment or make any deductions from any amount owing without the Company’s prior written consent, which consent may be withheld in its absolute discretion.

7.6 The Company will forward a statement of account monthly to the Applicant if the Applicant is extended credit pursuant to clause 7.2.

8.PASSING OF RISK AND RETENTION OF TITLE

8.1 Risk in the Goods shall pass on delivery.

8.2 If payment for the Goods is to be made at any time after delivery, legal and equitable title in the Goods shall remain with the Company and the Applicant will hold the Goods as bailee for the Company until the Applicant pays to the Company the whole of the price for the Goods.

8.3 The Applicant agrees and acknowledges that payment is not deemed to have been made until any cheque in payment for the Goods has been duly honoured.

8.4 The Applicant may sell or deal in the ordinary course of business with the Goods and with the interest of the Company in the goods and may for the purposes of such sale or dealing part with possession of the Goods on the condition that the proceeds of any sale or dealing will be held by the Applicant on trust for the Company and the provisions of this clause 8 are complied with. The Applicant hereby agrees to accept this appointment as bailee and fiduciary.

8.5 So long title to the Goods remains with the Company, the Applicant must, store the Goods so that they are clearly identifiable as the property of the Company.

8.6. In the event that the Goods or any part of them are resold or otherwise disposed of or dealt with by the Applicant before title to them passes to the Applicant, the Applicant will be deemed to have sold, disposed of or dealt with the Goods as agent for the Company and only on the following terms:
(a) on such sale, disposal or dealing, the Applicant transfers all rights to the proceeds of that sale, disposal or dealing (to the extent of the Applicant’s liability to the Company in respect of the Goods) to the Company absolutely;
(b) the Applicant as bailee and fiduciary of the Goods must hold the proceeds of any sale or disposal of or dealing with the Goods (to the extent of the Applicant’s liability to the Company in respect of the Goods) in trust for the Company;
(c) the Applicant must keep separate records of any sale or disposal of or dealing with the Goods and must maintain the proceeds of such sale, disposal or dealing in a separate account; and
(d) the Applicant must account to the Company for the proceeds of that sale, disposal or dealing (to the extent of the Applicant’s liability to the Company in respect of the Goods) and to that extent must direct any purchasers of the Goods to pay the proceeds to the Company.

9. PERSONAL PROPERTY SECURITIES ACT

9.1 The Applicant agrees that each contract for supply of the Goods (‘Contract’) constitutes a security agreement for the purposes of the Personal Property Securities Act 2009 (‘PPSA’) and that a security interest exists in the Goods (and their proceeds).

9.2 The Applicant will execute documents and do such further acts as may be required by the Company to enable the Company to register the security interest granted to it under each Contract under the PPSA and to maintain and change the registration and enforce the security interest.

9.3 Until ownership of the Goods passes, the Applicant waives its right to receive:
(a) Notice of any verification statement under section 157 of the PPSA; and
(b) To the extent permitted under the PPSA, any other notice required to be given to the Applicant under the PPSA.

9.4 Until ownership of the Goods passes, and to the fullest extent permitted by law, the Applicant waives the Applicant’ rights under the following provisions of Chapter 4 of the PPSA:
(a) the Company’s obligation to dispose of or retain collateral (section 125);
(b) To receive a notice to dispose of the Goods (section 130);
(c) To receive a statement of account following disposal of the Goods (section 132(2)(d));
(d) To receive a statement of account if no disposal of the Goods for each 6 month period (section 132(4));
(e) To receive notice of any proposal of the Company to retain the Goods (section 135);
(f) To redeem the Goods (section 142); and
(g) To reinstate the security agreement (section 143).

9.5 The Applicant further agrees that, where the Company has rights in addition to those under Chapter 4 of the PPSA, those rights will continue to apply.

9.6 Until ownership of the Goods passes, the Applicant must not give to the Company a written demand or allow any other person to give the Company a written demand requiring the Company to register a financing change statement under the PPSA or enter into or allow any other person to enter into the register of personal property securities a financing change statement under the PPSA.

9.7 The Applicant acknowledges that the Applicant will have received value as at the date of first delivery of the Goods and has not agreed to postpone the time for attachment of the security interest (as defined in the PPSA) granted to the Company under the Contract.

9.8 The Applicant irrevocably grants to the Company the right to enter upon the Applicant’s property or premises, without notice, and without being in any way liable to the Applicant or to any third party, if the Company has cause to exercise any of the Company’s rights under sections 123 and/or 128 of the PPSA, and the Applicant shall indemnify the Company from any claims made by any third party as a result of such exercise.

10. COMPANY’S WARRANTY

10.1 Subject to clause 10.2, the Company warrants that the Goods will be free from defects of workmanship and materials for a period of 12 months (or such shorter or longer period stated in a document supplied by the Company with the Goods) from the date of purchase.

10.2 The Company does not warrant that glass, lamps or Teflon® will be free from defects of workmanship or materials.

10.3 To avoid doubt, the following are not defects of workmanship or materials in the Goods:
(a) Tripping of a residual current device in the Goods due to moisture absorption by tubular heating elements.
(b) Fair wear and tear in ordinary usage.
(c) Modifications or repairs not authorised by the Company.
(d) Damage as a result of a failure to comply with the manufacturer’s storage or use instructions; and
(e) Damage in the course of transport or as a result of misuse of the Goods.

10.4.1 Subject to sub-clause 10.4.2, any condition or warranty which would otherwise be implied in these Terms of Trade is hereby excluded.

10.4.2 Where legislation implies in these Terms of Trade any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application of or exercise of or liability under such condition or warranty, the condition or warranty shall be deemed to be included in these Terms of Trade.

10.5 If the Applicant believes that the Company is in breach of its warranty in clause 10.1, the Applicant must:
(a) Send the Goods to the Company’s nearest authorised service agent for inspection, freight pre-paid; or
(b) If sending the Goods to the Company’s nearest authorised service agent is not practicable, either:
(i) If the Goods are situated within the metropolitan area of a state or territory capital city, permit the Company or its authorised agent to inspect the Goods on site; or
(ii) In any other case, pay the reasonable time costs and travel expenses of a representative of the Company or its authorised service agent to visit the location of the Goods to inspect them on site.

10.6 The liability of the Company for any breach of a condition or warranty shall be limited, at the option of the Company, to one or more of the following:
(a) if the breach relates to goods:
(i) the replacement of the goods or the supply of equivalent goods.
(ii) the repair of such goods.
(iii) the payment of the cost of having the goods repaired.

10.7 The Goods come with guarantees that cannot be excluded under the Australian Consumer Law (ACL). The Applicant is entitled to a replacement or a refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. The Applicant is also entitled to have the Goods repaired or replaced if they fail to be of acceptable quality and the failure does not constitute a major failure.

11. APPLICANT’S WARRANTY AND INDEMNITY

11.1 The Applicant warrants to the Company that as at the date of entry into the contract to purchase the Goods:
(a) the Applicant is not the trustee of a trust and/or is not purchasing the Goods as trustee of any trust; and
(b) the Applicant is not insolvent, nor has he committed any act of bankruptcy or, being a company, knows of no circumstances which would entitle a creditor to appoint a receiver, to petition for winding up of the Applicant or exercise any other rights over or against or affecting the Applicant’s assets.

11.2 Without prejudice to any other rights the Company may have against the Applicant, the Applicant shall indemnify the Company against and save it harmless from all loss damage and expense incurred by the Company as a result of the Applicant:
(a) cancelling any order (or part thereof) for the Goods, except so far as permitted by these Terms of Trade; or
(b) breaching these Terms of Trade.

12. LIMITATION OF LIABILITY – THIRD PARTY SUPPLIES

To the fullest extent permitted by law, the Company excludes and shall not be under any liability to the purchaser or user of goods or services in respect of any loss or damage (including consequential loss or damage including, but not limited to, additional costs or loss of income, profit, goodwill or reputation) however caused, which may be suffered or incurred or which may arise directly or indirectly in consequence of the supply of goods or services by anyone other than the Company.

13. APPLICANT’S DEFAULT

Should the Applicant fail to make payment for any Goods on the dates due for payment or, being a natural person, commit an act of bankruptcy or, being a corporation, by act or omission enable the appointment of an administrator, scheme manager, trustee, official manager, receiver, receiver and manager, liquidator or any other person authorised to enter into possession or assume control of any property of the Applicant pursuant to a mortgage or other security, then:
(a) the right of the Applicant to sell the Goods in the ordinary course of business or otherwise immediately terminates without the need for the Company to provide written confirmation; and
(b) the Company may without prejudice to any other rights it may have, do any or all of the following:
(i) immediately withdraw any credit facilities which may have been extended to the Applicant and require immediate payment of all moneys accrued or owing to the Company;
(ii) withhold any further deliveries of Goods or performance of service required under the contract;
(iii) in respect of Goods already delivered, enter onto the Applicant’s premises to recover and resell same for the Company’s own benefit;
(iv) suspend and/or terminate, by notice in writing to the Applicant, performance of any other contracts which the Company has with the Applicant.

13.6 Subject to clause 13.1 acceptance of the Goods shall be deemed for all purposes to have taken place when delivery has occurred.

13.7 In the case of a non-standard manufacture, where a “Confirmation of Non-standard Items” form has been signed, and where orders have been correctly executed, no returns will be accepted.

13.8 Goods can only be returned within 14 days of purchase and a 20% restocking fee applies.

14. DISPUTES

14.1 Any dispute between the parties arising in relation to the supply of Goods or these Terms of Trade must be settled through friendly consultation between the Company and the Applicant. If a dispute is not resolved within 30 days of first being notified by one party to the other, either party may apply for it to be settled under the Arbitration Rules of the International Chamber of Commerce by a single arbitrator appointed in accordance with the said Rules. The place of arbitration will be Sydney New South Wales. The procedural law applicable to the arbitration will be that of New South Wales. The decision of the arbitration is final and binding upon both parties.

14.2 During the period in which the dispute is being resolved, the parties must continue to perform all of the provisions of the contract for supply of Goods and these Terms of Trade which are not under dispute, and which are able to be performed by the parties.

15. SEVERABILITY

All provisions contained in these Terms of Trade shall be construed so as not to be invalid, illegal or unenforceable in any respect but if any such provision on its true interpretation is illegal, invalid or unenforceable that provision may, at the option of the parties, be read down to such extent as may be necessary to ensure that it is not illegal, invalid or unenforceable and as may be reasonable in all circumstances so as to give it a valid operation of the partial character. In the event that any such provision or part thereof cannot be so read down, such provision shall be deemed to be void and severable and the remaining provisions hereof shall not in any way be affected or impaired thereby.

16. FORCE MAJEURE

16.1 Neither the Company nor the Applicant shall be liable for any delay or failure to perform an obligation (other than to pay money) pursuant to a contract for supply of Goods if such delay or failure is due to Force Majeure.

16.2 If a delay or failure of the Company or the Applicant to perform its obligations due to Force Majeure exceeds thirty (30) days, the other party may immediately terminate the relevant contract for supply of Goods by notice in writing to the Company or the Applicant, as the case may be.

17. APPLICABLE LAW

These Terms of Trade shall be governed by and construed in accordance with the laws in force in the State of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the Courts of that State.

18. GENERAL

18.1 The Company reserves the right to review and change these Terms of Trade from time to time. Any such change will take effect from the date on which the Company notifies the Applicant of that change.

 

These Trading Terms and Conditions are current as at 1st September 2025.

© 2025 Roband Australia Pty Ltd. All Rights Reserved.