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Temisi Engineering Pty Ltd (ACN 164 857 667)
PO Box 1087, Morayfield 4506
Ph: (+61 43939 6041)
Terms and Conditions
These Terms and Conditions will prevail and take precedence over any terms and conditions provided by the
Customer, and such terms and conditions will have no legal effect and will not constitute part of these Terms
and Conditions (even if Temisi Engineering accepts or fulfils the Customer’s Order).
1. Definitions and Interpretation
(a) In these Terms and Conditions:
Temisi means Temisi Engineering Pty Ltd ACN 164 857 667.
Customer means the party to whom a Quotation is provided by Temisi or by whom an Order is placed
with Temisi for Goods and/or Services.
Goods mean the materials, equipment and/or goods supplied by Temisi.
GST means the tax imposed by a New Tax System (Goods and Services Tax) Act 1999 and the related
tax imposition Acts of the Commonwealth of Australia.
Order means any order placed by the Customer for the Goods and/or Services to be supplied by
Temisi, whether in writing or orally.
Price means the sale price of the Goods and/or Services as agreed between Temisi and the
Customer.
Quotation means any quotation issued by Temisi for Goods and/or Services.
Site means the location where the services provided or to be provided are to be performed, or the
location the Goods are to be delivered, as nominated by the Customer.
Specifications mean the drawings, scope of work and/or description of the Goods and/or Services as
stated in writing by the Customer to Temisi.
(b) In these Terms and Conditions, unless the context requires otherwise:
i. any reference to a party includes its successors and permitted assigns;
ii. headings are for convenience only and have no legal effect;
iii. the singular includes the plural and vice versa; and
iv. “including” and similar words do not imply any limitation.
2. Quotation and Order
(a) Quotations are valid for a period of 30 days, unless otherwise stated in the Quotation.
(b) Any Quotations containing a provision to supply Goods ex-stock is subject to fulfilment of prior orders
at the date of Order.
(c) The placement of an Order resulting from a Quotation (or otherwise) is deemed to be and Order
incorporating these Terms and Conditions notwithstanding any inconsistencies which may appear in
the Customer’s Order or documentation.
3. Price
(a) Prices do not include delivery of the Goods to the Site or GST, unless otherwise stated in the
Quotation.
(b) If Temisi is required to attend the Site, in addition to Temisi’s fees for providing the Services, the
Customer may be liable for payment of:
i. Travel time at the agreed rate or as notified by Temisi;
ii. Travel costs (including air fares, car hire, accommodation and meals) at cost plus 15%; and
iii. Any costs incurred by Temisi arising from a requirement to be inducted prior to entering the Site
(including medical tests and accreditations).
4. Deposit
Where Temisi places an Order for:
(a) Non-stocked/capital Goods on behalf of a Customer; or
(b) Goods to be shipped from an overseas supplier,
The Customer may be required to pay a minimum security deposit of 25% of the Price of the ordered Goods.
The security deposit will be deducted from the total Price of the Goods.
5. Payment
(a) Subject to clause 4, unless the Customer has an approved open account with Temisi, all sums due are
payable on delivery of the Goods and/or the Services. Payment will constitute acceptance of all Goods,
and Temisi will not be liable for any claim by the Customer for any cost, loss, damage, expense or
short delivery unless Temisi is notified in writing within 48 hours of receipt of the Goods by the
Customer.
(b) If the Customer has an approved open account, invoices are payable by the Customer 30 days after the
date of the invoice.
(c) The Customer will pay all cost and expenses (including legal costs on an indemnity basis) incurred by
Temisi and/or its agents in respect of the Customer, relating to any debt, possession of Goods and/or
otherwise.
6. GST
If GST is imposed on any supply made under or in accordance with these Terms and Conditions, the recipient of
the taxable supply must pay to Temisi an additional amount equal to the GST payable on or for the taxable
supply. Payment of the additional amount will be made:
(a) at the same time as payment for the taxable supply is required to be made in accordance with these
Terms and Conditions; or
(b) within 30 days after the date of any invoice or notice from Temisi requesting such payment.
7. Cancellations
(a) Orders cannot be cancelled by the Customer under any circumstances without Temisi’s prior written
consent and except upon terms which will indemnify Temisi against all loss.
(b) Excluding any defective items, neither all nor any part of an Order may be returned to Temisi without
prior written agreement of Temisi.
8. Title & Risk of Loss
(a) Title to the Goods and any materials used in the supply of Services will pass to the Customer upon
receipt of payment for the Goods.
(b) Subject to clause 9(c), the risk of loss or damage to the Goods passes to the Customer on the date and
at the time that:
i. the Goods are collected from Temisi; or
ii. where Temisi is responsible for the delivery, the Goods are delivered to the Site.
9. Delivery
(a) Unless otherwise agreed, Temisi accepts no responsibility or duty to deliver but may agree to deliver at
its discretion, without liability and at the Customer’s cost.
(b) Temisi reserves the rights to deliver the Goods by instalments. Any delivery times notified to the
Customer are estimates only
(c) If Temisi does not receive delivery instructions sufficient to enable Temisi to dispatch the Goods
within 14 days of the Customer being notified that the Goods are ready for delivery, the Customer will
from the 15th day after notification:
i. be deemed to have taken delivery of the Goods;
ii. be liable for storage charges, payable monthly on demand; and
iii. assume risk in the Goods.
10. Performance of Services on Site
(a) Where the Services are to be performed on Site, the Customer takes full responsibility for the
adequacy, stability and safety of all operations, staff and methods necessary for the performance of the
Services.
(b) Temisi will not be liable for any damage or destruction to property located on the Site except such
damage or destruction that occurs due to Temisi’s wilful misconduct and the Customer releases and
indemnifies Temisi from and against all claims of any kind in respect of such damage or destruction.
(c) Temisi reserves the right to perform the Services in instalments and invoice separately for such
instalments without regard to subsequent provision of Services.
11. Warranties
(a) Temisi will perform the Services with due skill and care.
(b) For Goods sold and manufactured by Temisi:
i. Temisi warrants that the Goods will be of an acceptable quality; and
ii. if any defect appears within:
a. 12 months from the date the Goods are delivered to, or collected by, the Customer; or
b. 90 days from when the Services are performed, then:
c. the Customer must promptly notify Temisi of the defect in writing and Temisi will, at
Temisi’s discretion, repair, replace or refund the Price of the Goods or Services; and
d. the cost associated with delivering the Goods to and from Temisi will be the responsibility of
the Customer.
(c) The warranties in clause 11(b) will not apply to, and Temisi is not liable in respect of loss and damage
arising from:
i. defects or damage resulting from normal wear and tear, negligence, wilful misconduct, improper use,
abuse, neglect, improper installation repair or alteration (other than by Temisi), abnormal conditions of
temperature dirt or corrosive matter, operation above rated capacities, electrical or other overload,
unsuitable lubricants, dismantling or accident, or damage caused by unforeseen events;
ii. use of the Goods beyond the parameters set in the Specifications; and
iii. Goods which are modified, maintained or repaired by any person not suitably qualified to do so.
(d) These warranties are in addition to other rights and remedies that are available to the Customer at law.
Temisi’s goods come with guarantees that cannot be excluded under the Australian Consumer Law.
The Customer is entitled to a replacement or refund for a major failure and for compensation for any
other reasonably foreseeable loss or damage. The Customer is also entitled to have the goods repaired
or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major
failure.
(e) All other warranties are excluded to the extent permitted at law.
12. Representation
(a) The Customer agrees that the Goods manufactured by Temisi or for which Temisi is the sole Australian
distributor, will not be exhibited by any person, firm or company at any show, exhibition or trade fair
without prior written consent from Temisi. The Customer warrants that such Goods will not be
misrepresented in any way to the detriment of Temisi as to their origin or source of import.
(a) The Customer is responsible for ensuring that the Goods and/or Services comply with any requirements
of law or as required by any statutory authority and will not rely on Temisi’s skill or judgement in
relation to any particular purpose for which the Goods and/or Services are supplied other than as
specified by the Customer to Temisi.
13. Liability and Indemnity
(a) To the extent permitted by law, in the case of all Goods and/or Services supplied by Temisi, Temisi is
not liable:
i. for any transport, installation, removal, labour or other costs; or any loss or damage to the Goods in
transit; or
ii. to the Customer or any other party for any direct, indirect, consequential or inconsequential injury loss
or damage whatsoever by reason of any delay in delivery, deterioration, deficiency or other fault or
harm in the Goods and/or Services supplied by or on behalf of or in any arrangement with Temisi and
whether or not due to the negligence of Temisi its servants or agents.
(b) To the extent permitted by law, Temisi’s total liability in connection with these Terms and Conditions:
i. is limited at Temisi’s option to one of the following:
a. in the case of the supply of Goods: (1) replacement, repair or resupply of the Goods; or (2) the
cost of replacing, repairing or resupplying the Goods;
b. in the case of the supply of Services: (1) supplying the Services again; or (2) the cost of
supplying the Services again;
ii. but will not exceed the Price paid by the Customer under these Terms and Conditions.
14. Termination
(a) Temisi may terminate an Order immediately if the Customer:
i. breaches any of its obligations under these Terms and Conditions and it does not remedy such breach
within a reasonable time as requested by Temisi in writing; or
ii. becomes insolvent, is wound up or a receiver or creditor is appointed over any part of the Customer’s
business.
(b) Upon termination, the Customer will pay Temisi for all costs incurred with the termination up to the
date of termination.
15. Force Majeure
Temisi is not liable for failing to comply with these Terms and Conditions as a result of events beyond Temisi’s
control (including earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, blowouts, strikes
or industrial disputes, riots, terrorist acts, civil disturbances, breakages of machinery or industrial conditions or
arising out of any other unexpected or exceptional cause, delays in transportation and dispositions or orders of
governmental authority, but shall not include lack of funds nor economic hardship). If such events cause a delay
in the supply of the Goods and/or Services, the Customer agrees to:
(a) extend any timeframes specified in the Order to accommodate the delay;
(b) pay Temisi any additional fees incurred by Temisi to complete the Services, as agreed between the
parties; and
(c) pay Temisi standby rates (at the published hourly rates) if Temisi personnel are retained on Site.
16. Confidentiality
(a) The Customer will treat as confidential all information, data, drawings, specifications, samples and
documentation supplied by Temisi relating to the Goods and/or Services, and will not disclose them to
any third party without the prior written consent of Temisi unless such information is:
i. a matter of public knowledge;
ii. lawfully available from another source;
iii. disclosed as may be required by law.
17. Ownership of Intellectual Property
(a) All intellectual property created by Temisi relating to the Goods and/or Services is from the time of creation, owned by Temisi.
(b) Temisi grants to the Customer a non-exclusive, royalty-free licence to use Temisi’s intellectual property to the extent such materials form part of, or are integral to, the Goods and/or Services.
(c) The Customer must not remove any branding, patent, copyright or other proprietary notices
incorporated on or in the Goods by Temisi.
(d) The Customer will obtain the prior written consent of Temisi before placing any other trade mark,
company name, brand name or private label on the Goods.
(e) The Customer will not use the trade mark, company name or brand name relating to any product of
which Temisi is a distributor for sales or marketing purposes, unless with the prior written consent of
Temisi.
(f) The Customer at all times indemnifies Temisi, its officers, employees and agents, from and against all
loss, damage, costs and expenses (including legal costs) arising out of the infringement or alleged
infringement of any intellectual property, because of the purchase, possession or use of
the Goods or the outcomes of the Services.
18. Governing Law
These Terms and Conditions are governed by, and construed in accordance with the laws of Queensland. The
parties agree to submit to the non-exclusive jurisdiction of the courts of Queensland. The provisions of the
United Nations Convention on Contracts for the International Sale of Goods are expressly excluded from these
Terms and Conditions.
19. Notices
All notices and consents relating to these Terms and Conditions must be in writing.
20. General
(a) These Terms and Conditions contain the entire understanding between the parties concerning the
Goods and/or Services and supersedes all prior communications.
(b) These Terms and Conditions may not be amended or varied except in writing and signed by the parties.
(c) The failure of either party to enforce any provisions under these Terms and Conditions will not waive
the right of such party thereafter to enforce any such provisions.
(d) If any term or provision of these Terms and Conditions is held by a court to be illegal, invalid or
unenforceable under the applicable law, that term or provision will be severed from these Terms and
Conditions and the remaining terms and conditions will be unaffected.
