Terms and Agreement:

Terms of Service

Terms and Conditions of Termatrac Pty Ltd (ACN: 46 625 513 573) ("the Supplier")

1. Application

These Terms and Conditions ("T&Cs") apply to any supply of Goods and/or Services provided by the Supplier to the Customer and are governed by Australian laws and regulations.

1. Definitions

In these T&Cs:

• "Claim" means any actual, contingent, present, or future claim, demand, action, suit, or proceeding for any Liability.
• "Confidential Information" means any proprietary information of the Supplier, including business strategies, technology, and financial data.
• "Contract" means the legally binding agreement formed upon acceptance of an Order.
• "Control" has the meaning given in the Corporations Act 2001 (Cth).
• "Customer" means the recipient of Goods and/or Services from the Supplier.
• "Delivery Address" refers to the address specified in the Contract for delivery.
• "Goods" means the products provided under the Contract.
• "Insolvency Event" refers to situations where the Customer becomes unable to meet financial obligations.
• "Intellectual Property Rights" covers patents, trademarks, copyrights, trade secrets, and other rights.
• "Liability" includes loss, damage, costs, and legal fees.
• "Order" means any request for Goods and/or Services by the Customer.
• "Personnel" includes employees, contractors, agents, and directors.
• "Price" refers to the total cost payable for Goods and/or Services.
• "Security Interest" has the meaning defined in the Personal Property Securities Act 2009 (Cth).
• "Services" includes all services related to the supply of Goods.

1. Acceptance of Terms and Orders

3.1 Any Order placed by the Customer constitutes acceptance of these T&Cs.
3.2 A binding Contract is formed upon the Supplier's acceptance of an Order.
3.3 The Customer may not cancel an Order once accepted.
3.4 The Customer must ensure Goods are suitable for their intended purpose.
3.5 The Supplier relies on the accuracy of information provided by the Customer.
3.6 The Supplier may cancel any Order before delivery and refund any prepayments made.

1. Delivery and Installation of Goods

4.1 Delivery charges may apply if the Customer is unable to receive the Goods.
4.2 The Supplier is not liable for delivery delays.
4.3 The Customer must inspect Goods upon delivery and report defects within 48 hours.
4.4 Risk in Goods passes to the Customer upon delivery or installation.

1. Price and Payment

5.1 Prices are inclusive of GST unless stated otherwise.
5.2 Payments must be made in full at the point of sale.
5.3 The Supplier may charge additional fees as notified to the Customer.
5.4 The Supplier reserves the right to charge interest on overdue payments at 8% per annum.

1. Risk and Title

6.1 The risk in Goods passes to the Customer upon delivery or collection.
6.2 Title to Goods remains with the Supplier until full payment is received.
6.3 Until full payment is made, the Customer holds the Goods as a bailee and must keep them separate and identifiable.
6.4 The Supplier reserves the right to reclaim Goods in case of non-payment.

1. Warranties and Liability

7.1 The Supplier does not warrant that the Goods are fit for any specific purpose unless agreed in writing.
7.2 The Supplier’s liability is limited to the amount paid by the Customer.
7.3 The Supplier excludes all liability for indirect or consequential loss.
7.4 These T&Cs do not exclude rights under the Competition and Consumer Act 2010 (Cth).

1. Indemnity

8.1 The Customer indemnifies the Supplier against any losses, damages, or claims arising from:
(a) the Customer’s breach of these T&Cs;
(b) negligence or misconduct by the Customer;
(c) damage occurring during installation or transport; and
(d) unauthorised modifications to the Goods.

1. Termination

9.1 The Supplier may terminate or suspend a Contract immediately if:
(a) the Customer breaches these T&Cs and fails to remedy the breach within 7 days; or
(b) an Insolvency Event occurs in relation to the Customer.

1. Confidentiality and Intellectual Property

10.1 The Customer must keep all Confidential Information secure and not disclose it without written consent.
10.2 All Intellectual Property Rights remain the property of the Supplier.

1. Miscellaneous

11.1 Amendments to these T&Cs require written consent from the Supplier.
11.2 Any provision found unenforceable will be severed, and the remainder will continue to apply.
11.3 The Supplier may assign its rights under these T&Cs without the Customer’s consent.
11.4 These T&Cs are governed by the laws of the state in which the Supplier is registered.

By engaging with the Supplier, the Customer acknowledges and agrees to these Terms and Conditions.