A.B.N. 25 125 216 962
15 – 17 Beresford Ave, Greenacre, N.S.W. 2190 Australia



1. 1. “Purchaser” means the person named in the Sales Invoice Form or Quotation. A reference to “Purchaser” shallinclude its successors and assigns (if a corporation) and the legal personal representative (if an individual or

partnership of individuals).

1. 2. “Vendor” means Time Service Holding Pty Limited provided however that where the sale is expressed to be made by the Vendor as agent for a manufacturer, a reference to “Vendor” shall mean the manufacturer so-named and

where the context admits or requires shall also include Time Service Holding Pty Limited as agent of the manufacturer.

1. 3. “Contract for Sale” means any contract arising from the Vendors acceptance of any order made by the Purchaser.

1. 4. “Quotation” means any written quotation submitted by the Vendor to the Purchaser.

1. 5. “Goods” means the goods and services the subject of the Contract for Sale.



2. 1. This Quotation or Contract for Sale includes the terms shown overleaf and includes any special conditions set forth in any Quotation which gives rise to any Contract for Sale comprised by this document.

2. 2. A Quotation may be withdrawn by the Vendor at any time before acceptance and in any event shall lapse unless accepted by the Purchaser within 30 days or such other period as is stated in the Quotation.

2. 3. The Quotation is not to be construed as an offer to sell and no contractual relationship shall arise there from until the Vendor confirms the Purchasers order in writing.

2. 4. These conditions apply to all sales of the Vendors Goods despite any contrary terms in any of Purchasers documents and constitutes the entire agreement between the parties to the exclusion of all other conditions. Acceptance of delivery of the Goods indicates Purchasers acceptance of these conditions unamended. No representations inducements, promises, or agreements between the parties shall be of any force or effect invarying these conditions unless in writing and signed by both parties.



The prices stated in the Quotation are current prices and subject to alteration without notice to the Purchaser between the date of listing and the date or dates of delivery. All Goods will be charged for at the prices ruling at the date or dates of delivery.



4. 1. The Goods are sold on condition that the Purchaser will pay any additional costs or expenses not specificallyprovided for in the Quotation or Contract for Sale including without limitations any tax, stamp duty, fee, levy orcharge of any nature whatsoever imposed by any semi-government or government authority in respect of thesale.

4. 2. The Purchaser will pay all costs and expenses incurred by the Vendor in arranging carriage, unloading and reloading of the Goods on the Purchasers instructions.



Should the Purchaser enter a Contract for Sale whereby the Vendor is to deliver Goods to the Purchaser on an installment basis for an indefinite period, then the Purchaser hereby acknowledges that such Contract for Sale shall entitle the Vendor to Purchase and hold, at any time, the Goods sufficient to satisfy the Purchasers requirements for one year.



6. 1. Subject to clause 11 and so far as permitted by law no goods will be accepted for return by the Vendor unless a prior request (which may be accepted or refused by the Vendor in its sole and absolute discretion) is made and approval given by the Vendor. Or any Goods which are not defective or incorrectly supplied.

The Vendor may:

6. 2. Accept the return of the Goods and provide a credit for the value of the Goods to the Purchasers account;

6. 3. Listed in the Vendor’s price list, a fee of 20% of the price of the relevant Goods will be charged upon the cancellation of any order or the return of any Goods.
6. 4. Not listed in the Vendor’s price list, a fee equal to the cost incurred by the Vendor in relation to the Goods to the date of the cancellation, plus 50% will be charged for the cancellation of any order.

6. 5. The Vendor will not accept the return of non-standard Goods or the Goods designed to Purchasers specifications.

6. 6. Purchaser must pay for the return freight to our store for cancelled orders.



Individual purchases of the Goods for an amount less than $50 will be subject to a surcharge equal to the aggregate of the difference between the price of the Goods (excluding any applicable G.S.T. and freight) and $50 plus GOODS AND SERVICES TAX and freight.



8. 1. Any times given for delivery are an estimate and for guidance only.

8. 2. The Purchaser shall not be entitled to terminate the contract in the event of delay of any kind whatsoever and, to the maximum extent permitted by law, the Vendor shall not be liable in any way whatsoever for or in respect of any loss or damage howsoever arising out or in connection with or in relation to any failure to deliver or delay in delivery arising from any circumstances of whatsoever nature including, without limitation delay by alterations to the contract or specifications of the goods or any other act or default on the part of the Purchaser or by fire, flood, earthquake, storm, tempest or other natural phenomenon, acts of god, strikes, lockouts, availability or shortage of raw materials or labour or shipping or transport facilities, war, insurrection, riot, civil commotion or any accident or failure or inability to obtain licenses or any order or direction of any local, state or federal government or governmental authority or instrumentality

8. 3. All the Goods prices, except spare parts, unless specified otherwise include scheduled delivery within Sydney, Melbourne, Brisbane, Adelaide and Perth metropolitan areas. Deliveries to Hobart carry a surcharge. Individual deliveries of equipment or attachments are subject to local carriage charges. Deliveries outside metropolitan areas will be charged from state capital cities and subject to carriage charges. Deliveries into Darwin and elsewhere in the Northern Territory will be charged from Sydney or Brisbane at the company’s discretion. The Goods deliveries are to ground floor level, kerbside or loading dock area only, where a crane is required it is to be supplied by the Purchaser, where a rear tailgate hoist is required the cost will be charged to the Purchaser. Failure to receive the Goods will subject the Goods to charges on Re-delivery.

8. 4. If the Vendor determines that it is or may be unable to complete its obligations within a reasonable time or at all, the contract may be terminated by the Vendorr. In the event of termination, the Purchaser shall have no claim against the Vendor for any damage, loss, cost or expense whatsoever.

8. 5. The Quotation or Contract for Sale is for supply of the Goods only. Installation and commissioning (if any) is atthe Purchasers expense unless otherwise specified in writing by the Vendor.

8. 6. The Vendor reserves the right to over or under-supply an order within reasonable limits and the Purchaser accepts that it shall, in the event of over-supply, pay for the Goods delivered in addition to those ordered at the contract rate for such Goods.



Any claim by the Purchaser for short or wrongful delivery of the Goods must be notified to the Vendor in writing within fourteen days after delivery of the relevant goods to the Purchaser. Any claim which the Purchaser does not notify within the time aforesaid (time being of the essence) shall be deemed to have been absolutely waived.



The risk of loss or damage to or in connection with, or loss of, the Goods shall be borne by the Purchaser from the dispatch of the Goods from the Vendors store. The Purchaser shall, at his expense, insure the Goods in its name and the name of the Vendor against any such loss or damage to, or loss of, the Goods for their full replacement value and keep them so insured until the Goods are paid for in full.



11. 1. Subject to paragraphs 11. 2. & 11. 4. the Vendor undertakes to repair, replace or supply (at the Vendor’s option) all the Goods and components thereof supplied by it which the Vendor in its sole and absolute discretion deems to be defective in materials or workmanship under proper, normal and recommended conditions of use and maintenance. This undertaking covers the provision of labour for 12 months and parts for 12 months from the date of delivery to the Purchaser. This undertaking applies to state capitals only. Other areas are not covered by this commitment. Special inquiries should be made. Defective replacement spare parts will be repaired or re-supplied for a period of three (3) months from delivery. This undertaking applies only to state capitals. Remote areas are not covered by this commitment and special enquiries should be made.

11. 2. The Vendor’s undertaking in paragraph 11. 1. does not extend to the Goods and components thereof manufactured either entirely or substantially of glass or similar substances, light globes infrared or quartz tubes.

11. 3. The liability of the Vendor under this warranty is limited to the repair or replacement of defective Goods or components. All other costs including, without limitation, cartage, carriage and installation shall be borne by the Purchaser.

11. 4. While the Goods are in the custody of the Vendor for investigation or repair, they shall be at the risk of the Purchaser and no liability shall attach to the Vendor, its servants or agents for any damage occasioned to, or loaned, the Goods howsoever arising.

11. 5. To obtain the benefit of this warranty, the Purchaser must give notice to the Vendor immediately upon it becoming aware of the alleged defect and in any event before the expiration of the said twelve month period.

11. 6. Labour under warranty is supplied free of charge during normal working hours, Monday to Friday. Should warranty work be requested outside of our normal working hours a labour charge will be applied equivalent to the difference between the normal hour rate and the penalty rates



12. 1. All conditions and warranties expressed or implied by statute, the common law, equity, trade, custom or usage or otherwise howsoever are hereby excluded to the maximum extent permitted by law.

12. 2. Where permitted the liability of the Vendor for breach of a condition or warranty that cannot be excluded is limited at the option of the Vendor to replacement or repair of the relevant Goods of supply or equivalent Goods or the cost of replacing or repairing the relevant Goods or of acquiring such equivalent Goods.



13. 1. The Purchaser acknowledges that property in the Goods shall not pass to the Purchaser until the Purchaser has paid all money due for the Goods and for all other Goods supplied by the Vendor. If such the Goods are sold by the Purchaser prior to payment, then the proceeds of sale of those Goods shall be the property of the Vendor. Until property passes in the Goods to the Purchaser, the Purchaser acknowledges that it is in possession of the Goods solely as bailee for the Vendor and in that capacity shall store the Goods (if any) of those of any other person in a manner which renders the Goods clearly identifiable as foods of the Vendor.

13. 2. In the event of the Purchaser’s default in the due observance or performance of these trading terms or any of them all money paid by the Purchaser by way of deposit shall be absolutely forfeited to the Vendor at the Vendor’s option.

13. 3. The Vendor shall be entitled to enter at all times upon the premises occupied by the Purchaser and upon which the Goods may be for the time being in order to take possession of the Goods and it shall be lawful for the Vendor in addition to and without prejudice to its other rights and remedies for the purpose of that repossession to enter into and upon those premises and for that purpose to break open or remove any outer or inner gate or fastening or other obstruction without liability for any action or trespass or other proceeding for so doing and with liberty to plead that leave and licence hereby given in bar in any such action or proceeding brought or instituted.



14. 1. The terms of payment shall be net cash 7 days from date of invoice, but the Vendor reserves the right to vary the terms of payment and to require payment in cash in full prior to delivery should the credit worthiness of the Purchaser at any time become in the Vendor’s opinion unsatisfactory.

14. 2. Without prejudice to any other rights or remedies of the Vendor, where any payment is not made on the due date interest at the rate of 5% above the Vendor’s overdraft rate (as certified by an officer of the Vendor) from time to time shall be payable upon the amount outstanding, calculated from the due date of payment until payment is made in full.



The Vendor reserves the right to deliver by installments and each installment shall be deemed to be sold under a separate contract. Failure of the Vendor to deliver any installment shall not entitle the Purchaser to cancel the balance of the order. If the Purchaser makes default in respect of any installments, the Vendor may elect to treat the default as a breach of contract relating to each other instalment.



So far as the law permits, the Vendor shall be under no liability to the Purchaser for any loss or damage to persons or property, or loss of property, or for death or injury caused by or arising out of or in connection with any act, matter or thing (including negligent acts or omissions) done, omitted or permitted to be done by the Vendor, its servants or agents.



17. 1. To the maximum extent permitted by law, the Vendor liability to the Purchaser in connection with the Goods is strictly limited to the provisions of these conditions of sale and any liability on the Vendor’s part or on the part of its servants or agents for damages for or in respect of any claim arising out of or in connection with the relationship established by the contract or any conduct under it, other that liability which is totally excluded by any other provision or provisions of the Contract for Sale shall not in any event (and whether or not such liability results from or involves negligence) exceed $100.

17. 2. The Purchaser acknowledges that it has the responsibility for ensuring that the Goods are not used for any purpose for which they are not suitable.

17. 3. The Purchaser acknowledges that neither the Vendor nor any person purporting to act on its behalf has made any representation or given any promise or undertaking which is not expressly set out in writing whether as to the fitness of the Goods for any particular purpose or any other matter.

17. 4. Photographs, drawings, illustrations, specifications, samples and any other particulars accompanying or associated with either a Quotation or any catalogue, price list or advertising material provided by the Vendor represent generally the Goods described therein but do not form part of the Contract for Sale and the Vendor accepts no responsibility as to the accuracy thereof nor will the Vendor be liable for any consequential loss or damage caused by any\ defect of otherwise.

17. 5. Unless agreed to the contrary in writing, the Vendor reserves the right to supply Goods and services with the same properties and capacities as the Goods in substitution for the Goods.

17. 6. Any description of the Goods is given by way of identification only and the use of such description shall not constitute the Contract for Sale by description.



Failure by the Vendor to insist upon strict performance of any term, warranty or condition of the Contract for Sale shall not be deemed a waiver thereof or of any rights the Vendor may have and no express waiver shall be deemed a waiver of any subsequent breach of any term, warranty or condition.


Any drawings, illustrations, specifications, samples or any other works which are provided by the Vendor to the Purchaser together with any Quotation are subject to the copyright held by the Vendor and the Purchaser acknowledges that the copyright is held by the Vendor and that it will be bound by this clause even if it does not proceed with acceptance of any Quotation provided by the Vendor in relation to any products.
19. 2. The Purchaser acknowledges that any drawings, illustrations, specifications, samples or any other works which are provided by the Vendor to the Purchaser for the purposes of any Quotation are provided on the basis that they are strictly confidential and must not be disclosed to any third party. The Vendor reserves the right to recall any such drawings, illustrations, specifications, samples and/or works when the Purchaser either accepts a Quotation or determines not to proceed with any Quotation provided by the Vendor.



The Goods ordered shall be held for up to 14 days after the due date shown on the order acknowledgement, or an alternative date agreed in writing with the Purchaser. Beyond this time, the Goods may be released for resale to another Purchaser, or storage charges shall apply at a rate of $50 per item per month or part hereof.



The Contract for Sale shall be governed by and construed in accordance with the laws of New South Wales and the parties hereto agree to submit to the jurisdiction of the Courts of the State of New South Wales.