PRODUCT SUPPLY TERMS AND CONDITIONS 

1. TERMS OF SALE

(a) The Goods and all other products sold by Saltt Technologies Pty Ltd are sold on these terms and conditions, and to the extent not inconsistent, the terms and conditions of any purchase order provided by Saltt Technologies Pty Ltd which is attached or referenced.
(b) These conditions (which shall only be waived in writing and signed by Saltt Technologies Pty Ltd) shall prevail over all conditions of the Buyer’s order to the extent of any inconsistency.

2. QUOTATIONS

(a) Unless previously withdrawn, Saltt Technologies Pty Ltd quotations are open for acceptance within the period stated in them or, when no period is so stated, within 14 days after its date. Saltt Technologies Pty Ltd reserves the right to refuse any order based on this quotation within seven (7) days after receiving the purchase order. 

3. DELIVERY 

(a) The delivery times made known to the Buyer are estimates only, and Saltt Technologies Pty Ltd is not liable for late delivery. Saltt Technologies Pty Ltd will notify the Buyer of any delay to the delivery times if it becomes aware of any such delay.
(b) Saltt Technologies Pty Ltd is not liable for any loss, damage or delay occasioned to the Buyer or its customers arising from late delivery.
(c) Saltt Technologies Pty Ltd may deliver the Goods to the Buyer in any number of instalments.
(d) If Saltt Technologies Pty Ltd delivers any of the Goods by instalments, and any one of those instalments is defective for any reason:

i. It is not a repudiation of the contract of sale formed by these conditions; and
ii. The defective instalment is a severable breach that gives rise only to a claim for compensation

(e) The Buyer must lodge a claim for compensation for any damaged Goods within seven (7) days of the date of receipt of the Goods.

i. The Buyer must provide Saltt Technologies Pty Ltd with such assistance as may be necessary to press claims on carriers so long as the Buyer has notified Saltt Technologies Pty Ltd in writing immediately after loss or damage is discovered on receipt of Goods

4. WARRANTY

(a) Saltt Technologies Pty Ltd does not manufacture any Goods itself and therefore offers no warranty associated with Goods it does not produce itself
(b) Where Saltt Technologies Pty Ltd is not the manufacturer of the product, the Buyer shall be bound by any third-party conditions imposed by the manufacturer of the product, such as end-user license, use or support agreements. Saltt Technologies Pty Ltd shall notify the Buyer of any such third-party conditions known to it. Failure to notify the Buyer does not relieve the Buyer of any liability under this clause.
(c) Saltt Technologies Pty Ltd does not warrant third-party products
(d) If the Goods are not manufactured by Saltt Technologies Pty Ltd, the guarantee of the manufacturer of those Goods is accepted by the Buyer and is the only guarantee given to the Buyer in respect of the Goods. Saltt Technologies Pty Ltd agrees to assign to the Buyer on request made by the Buyer the benefit of any warranty or entitlement to the Goods that the manufacturer has granted to Saltt Technologies Pty Ltd under any contract or by implication or operation of law to the extent that the benefit of any warranty or entitlement is assignable. 
(e) Saltt Technologies Pty Ltd is not liable for, and the Buyer releases Saltt Technologies Pty Ltd from any claims in respect of the faulty or defective design of any Goods supplied. In any event, Saltt Technologies Pty Ltd.’s liability under this paragraph is limited strictly to the replacement of defective parts in accordance with clause 5 (Liability) of these conditions.
(f) Except as provided in these conditions, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability, or fitness of the Goods for any purpose or as to design, assembly, installation, materials, or workmanship or otherwise are expressly excluded. Saltt Technologies Pty Ltd is not liable for physical or financial injury, loss, or damage or for consequential loss or damage of any kind arising out of the supply, layout, assembly, installation or operation of the Goods or arising out of Saltt Technologies Pty Ltd negligence or in any way whatsoever.

5. LIABILITY

(a) Nothing in these conditions shall be read or applied so as to exclude, restrict or modify or have the effect of excluding, restricting or modifying any condition, warranty, guarantee, right or remedy implied by law (including the Competition and Consumer Act 2010) and which by law cannot be excluded, restricted or modified.
(b)  Saltt Technologies Pty Ltd liability for a breach of a consumer guarantee set out in Division 1 of Part 3-2 of the Competition and Consumer Act 2010 (other than sections 51, 52 and 53) is limited to in the case of Goods, any one or more of the following:

i. The replacement of the Goods or the supply of equivalent Goods at the same or lower price;
ii. The repair of the Goods;
iii. The payment of the cost of replacing the Goods or of acquiring equivalent Goods at the same or lower price;
iv. The payment of the cost of having the Goods repaired; or 

(c) Saltt Technologies Pty Ltd liability under Schedule 2 of the Competition and Consumer Act is expressly limited to a liability to pay to the Buyer an amount equal to:

i. The cost of replacing the Goods;
ii. The cost of obtaining equivalent Goods; or
iii. The cost of having the Goods repaired, whichever is the lowest amount.

5. PRICING

(a) Unless otherwise stated, all prices quoted by Saltt Technologies Pty Ltd are net, exclusive of Goods and Services Tax (GST), and Buyer is liable for all applicable Goods and Services Tax, other taxes, and duties (including new or variations to the same).

6. PAYMENT

(a) The purchase price in relation to Goods is payable net, and payment of the price of the Goods plus GST must be made within a period stated on the invoice, or when no period is stated, not exceeding fourteen (14) days from the date of the invoice.
(b) Saltt Technologies Pty Ltd will issue an invoice after receiving confirmation from the Buyer that the quotation is acceptable

7. RIGHTS IN RELATION TO GOODS

(a) Saltt Technologies Pty Ltd reserves the following rights in relation to the Goods until all accounts owed by the Buyer to Saltt Technologies Pty Ltd are fully paid:

i. Ownership of the Goods;
ii. After prior written demand, to enter the Buyer’s premises (or the premises of any associated company or agent where the Goods are located) without liability for trespass and retake possession of the Goods; and
iii. To keep or resell any Goods repossessed pursuant to (2) above.

(b) If the Goods are resold, or products manufactured using the Goods are sold, by the Buyer, the Buyer shall hold such part of the proceeds of any such sale as represents the invoice price of the Goods sold or used in the manufacture of the Goods sold in a separate identifiable account as the beneficial property of Saltt Technologies Pty Ltd and shall pay such amount to Saltt Technologies Pty Ltd upon request. Notwithstanding the provisions above, Saltt Technologies Pty Ltd shall be entitled to maintain an action against the Buyer for the purchase price, and the risk of the Goods shall pass to the Buyer upon delivery.

(c) All Software is licensed, not sold and is subject only to the license terms accompanying the Software. Refer to the relevant third-party Software Licence Agreement prior to the use of the Software, which Saltt Technologies Pty Ltd makes no representation for.

8. TITLE

(a) Any property of the Buyer under Saltt Technologies Pty Ltd possession, custody or control is completely at the Buyer’s risk as regards loss or damage caused to the property or by it.

9. GOODS SOLD
All Goods to be supplied by Saltt Technologies Pty Ltd to the Buyer:

(a) Are as described on the purchase order agreed by Saltt Technologies Pty Ltd and the Buyer, and the description on such purchase order modified as so agreed prevails over all other descriptions, including any specification or enquiry of the Buyer;
(b) Are new and of merchantable quality;
(c) If applicable, all imported Goods have been cleared by Australian Customs for entry into Australia, and all customs and other duty has been paid by the Seller; and
(d) Are fit for the purpose for which Goods of the same kind are commonly supplied and for any other purpose which the Buyer has made known to Saltt Technologies Pty Ltd.

10. RETURN OR CANCELLATION

(a) The Buyer accepts that all Goods sold by Saltt Technologies Pty Ltd are done so on a no-return basis.
(b) No order may be cancelled except with consent in writing and on terms that will indemnify Saltt Technologies Pty Ltd against all losses.

11. CONFIDENTIALITY

(a) Both parties acknowledge that information within this agreement is confidential, and both parties agree that it will not, directly or indirectly, without the prior written consent of the other party, use, disclose, publish or permit the use, disclosure or publication of any information pertaining to this agreement

12. LAW

(a) The contract for the sale of the Goods is made in the state of New South Wales, Australia
(b) The parties submit all disputes arising between them to the non-exclusive jurisdiction of the courts of New South Wales and any court competent to hear appeals from those courts of first instance.
(c) Goods obtained under these Terms may be subject to Australian or other foreign Government export control laws. Buyer agrees that it will comply with those laws and regulations.

13. DEFINITIONS

“Seller” means Saltt Technologies Pty Ltd, which is the seller of the Goods. 
“Buyer” means a corporation or person who is the Buyer of the Goods. 
“Goods” means the products, including all hardware and software components and associated integration and support services, as specified within the purchase order.