Terms & Conditions

Archer Enterprises Pty Ltd

ABN 22 122 951 384

Registered Office and Trading address Unit 1, 12, Pile Road Somersby. NSW Australia 2250

1. 1.a).Payment Terms: Strictly net against invoice unless extended payment terms have been agreed at the time of quotation

1.b).Payment may be made by Direct bank deposit to our bankers, Commercial cheque and/or Bankers cheque in favour of Archer Enterprises. For International transactions payment will be by swift wire transfer prior to despatch of goods.

1.c).In the event that a cheque or funds transfer is dishonoured then Archer Enterprises reserves the right to debit the Applicant with a handling fee of 10% of the total transaction or $50.00 which ever is greater, plus all financial institution fees and charges rendered upon Archer Enterprises as a result of the dishonoured transaction.

1.d).Title of Goods: Title of goods does not pass until payment is received in full by Archer Enterprises..Applicant must hold insurance and fully indemnify Archer Enterprises in all aspects until title is passed. In the event that the Applicant uses the goods/products in some manufacturing and/ or construction process of its own or for a third party, then the Applicant shall hold first monies received from the proceeds of such manufacturing and/ or construction process as relates to the goods in trust for Archer Enterprises. Such part shall be deemed to equal in dollar terms the amount owing to Archer Enterprises at the time of the receipt of such proceeds.

2 Should there be any default in our payment terms, all monies owing by Applicant to Archer Enterprises shall become immediately due and payable and a Credit Bureau Default may be lodged without further notice.

3 Archer Enterprises reserves the right to charge interest at ruling (New South Wales) court rates calculated daily from the date of invoice on all overdue accounts exceeding 60 days after the date of invoice. Where GST is payable on any invoice, 2% per month is payable on the GST portion unpaid after the due date for payment. For the purpose of calculating the penalty interest for non- payment of GST the due date for payment shall be deemed to be seven (7) days from the date of invoice.

4 Archer Enterprises reserves the right to recover from the Applicant all expenses, costs and/or disbursements incurred in recovering any outstanding monies including all search fees debt collection and/or solicitors fees plus all legal costs.

5 Archer Enterprises reserves the right to withhold the supply of goods, services and ongoing support at any time without notice to Applicant.

6 Applicant will notify Archer Enterprises of all material changes in name and/or financial status, which may result in the need to complete an additional application for Commercial Credit.

7 Should this application be successful a fixed credit limit will be determined by Archer Enterprises In the event that the account exceeds this limit, Archer Enterprises reserves the right to withhold the supply of goods, services and ongoing support without notice.

8 If Applicant is a Trustee, the Directors warrant that they have the authority and power to enter into this agreement and personally guarantee the performance of all of the trusts obligations under this agreement.

9 Applicant agrees to be bound by the Terms and Conditions of Contract of Trade for: Delivery, Claims on delivery, Returned Goods, Delivery Containers, Transport Charges, Pricing, Warranty and Written Contracts, when and where as stated on the current price list, invoices and/or notices sent to all customers of Archer Enterprises. Where the Applicant organises the carrier.(at the Applicants cost). The Applicant shall notify Archer Enterprises in writing the name and contact details of the authorised carrier, a Packaging & Handling fee may apply.

10 Applicant acknowledges that Archer Enterprises is entitled to presume that any person forwarding instructions from the Applicant’s office purporting to have the authority to bind the Applicant to a contract for the supply and delivery of goods and/or services from Archer Enterprises has the authority they claim not withstanding the names and signatures of authorized personnel listed overleaf.

11 These Terms and Conditions of Contract and Trade are additional to and together with any other Terms communicated in respect of the sales of goods, and where they are in conflict, the latest published Terms and Conditions shall prevail, as shall be the case where Special Terms and Conditions are negotiated at the time of quotation and are acknowledged by both Archer Enterprises and the Applicant in writing that the said Special Terms and Conditions shall prevail.

12 12a).Prices and other charges and discounts offered are subject to alteration without notice, should an order be received by Archer Enterprises requesting supply on non-current pricing terms, Archer Enterprises has the right to amend the prices, charges and discounts to reflect prevailing pricing terms.

12b) Unless otherwise stated all prices are ex Archer Enterprises factory. Freight and insurance are at Applicants care.

13 These Terms and Conditions of Contract and Trade shall be binding upon Applicant its successors, executors, receiver managers/administrators and permitted assigns and shall inure to the benefit of Archer Enterprises its successors and assigns.

14 Where applicable, GST is payable on all goods and services supplied by Archer Enterprises. Where any deposit or prepayment is required to secure delivery or specific performance by Archer Enterprises GST is payable on the full invoice cost and payable immediately in addition to the deposit or prepayment. Where GST is payable on any invoice and is not paid under credit terms the penalty clauses as mentioned in Clause 3 above shall apply.

15 Special conditions covering specifications and/or drawings & specifications issued by the applicants to Archer Enterprises for the purpose of manufacturing components and/or equipment

15a). Archer Enterprises shall contact the applicant in the event that modifications are required to the Applicants specifications and/or drawings in order that Archer Enterprises may manufacture the component, apparatus and/or instrument required by the Applicant. Where modification to the specifications and/or drawings & specifications is required Archer Enterprises is entitled to presume that any person forwarding instructions from the applicant’s office purporting to have the authority is deemed to have such authority. (verbal communication is acceptable by both parties in order not to delay the Applicant’s order any longer than necessary it should be noted that such verbal communication that relate to major changes in specifications are to be reconfirmed in writing so that a written record is held by both parties)

15b). Archer Enterprises shall be held blameless for any errors in production that may occur where the fault is found to be that the Applicant has supplied incorrect or insufficient technical or ordinary data for the production and manufacture of a component, apparatus and or instrument. For such cases Archer Enterprises reserve the right to charge the Applicant a fee to cover the cost of materials labour and transportation for the incorrect component, apparatus and or instrument.

16 16a).Goods indented from overseas and/or locally on behalf of the Applicant, are after either the signing of Archer Enterprises Indent agreement by the Applicant or by the issuance of the Applicants official purchase order to Archer Enterprises non cancellable and may require the initial order to be accompanied with a deposit of 10% and subsequent progress payments during the production and shipment of the said goods. The percentage and frequency of progress payments shall be negotiated at the time of the initial order and shall be incorporated within the Special Terms and Conditions of Archer Enterprises quotation and official offer of supply. Delivery of indented items shall be made as soon as practicable. Archer Enterprises shall be held blameless for non-delivery where Force Majeure prevails.

Force Majeure; Neither party will be held responsible for any delay or failure in performance of any part of any agreement between Archer Enterprises and the Applicant to the extent such delay or failure is caused by events beyond such party’s reasonable control, such as fire, flood, explosion, war or the engagement of hostilities, strike, embargo, labour dispute, government requirement, civil or military authority, and inability to secure materials or transportation facilities. Each party will endeavour to give the other party reasonable notice of delay.

16b). Archer Enterprises reserves the right to substitute products of a like quality without redress should normal supplies be unavailable at the time orders are received from the Applicant.

17 17 a).Any specialised tooling and/or jigs required in order to produce the finished item for the Applicant by Archer Enterprises shall remain the sole property of Archer Enterprises and as such may be used by Archer Enterprises to reproduce items of a like or similar product for third party orders without any recourse by the applicant.

17b).Acceptance by the Applicant of Archer Enterprises quotation shall not be construed as being an implied or an express assignment of licence of any of Archer Enterprises Intellectual Property such Intellectual Property remains the sole property of Archer Enterprises

18 Equipment on loan shall be covered by a separate specialised loan agreement showing the full quoted price. The loan period shall be for 7 days unless otherwise agreed between the Applicant and Archer Enterprises. If at the expiration of the loan period the goods are still retained by the Applicant then the total value of the goods shall become due and payable to Archer Enterprises by the Applicant.

19 Warranty Claims:

19.a).All claims for goods and materials must be in writing and received within fourteen days of receipt of Goods and/or Materials by the Applicant.

19.b). Goods and/or Materials supplied by Archer Enterprises being produce in part or in total using a third party manufacturer and/or supplier then the warranty of the third party shall prevail for the component or components produced by that third party, however, for the portion of the component or components produced and supplied by Archer Enterprises such claims must be received in writing within fourteen days from receipt of Goods and/or Materials by the Applicant.

19.c) Freight charges shall be covered by the Applicant for goods forwarded to Archer Enterprises and/or the manufacturer. Archer Enterprises shall cover freight cost for goods forwarded from Archer Enterprises Offices to the Applicant for such warranty items. The applicant shall accept freight cost for warranty items returned from the manufacturer to the applicant.

20 Upon the issuance of a purchase order from the client to Archer Enterprises written or verbal it shall be deemed that the Applicant has accepted in full and without exception all clauses stated in the Terms and Condition of Contract and Trade of Archer Enterprises Also that by the issuance of their purchase order or verbal order instructions the Applicant has agreed to be bound by the said Terms and Conditions of Contract and Trade of Archer Enterprises without exception.

21 Archer Enterprises or any of Archer Enterprises employees or third party agents acting on behalf of Archer Enterprises shall not be held liable for the accuracy of data. It is agreed that such data accuracy is the sole responsibility of the Applicant and/ or the Applicant’s agent or any third party acting on behalf or under instruction of the Applicant for the issuance of data to Archer Enterprises or any of Archer Enterprises employees or third party agents acting on behalf of Archer Enterprises

22 Archer Enterprises complies with the code of practice issued by the Fire Protection Association of Australia which may be viewed on the FPAA website http://www.fpaa.com.au /

23 In the event of changes to the current government taxes, levies and charges that the client is liable to pay to Archer Enterprises. Then the client agrees to pay to Archer Enterprises such new or increased taxes, levies and charges that are imposed by the Commonwealth Government of Australia and/or any State or Territory Government within the Commonwealth of Australia.

24 Any dispute or action in relation to these Terms and Conditions of Trading shall be subject to the absolute jurisdiction of the laws of the State of New South Wales