TERMS AND CONDITIONS OF SALE

1. DEFINITIONS

AUD - Australian Dollar

USD - United States Dollar

EUR - European Dollar

Foreign Currency - Refers to all currencies other than Australian Dollars

GST - Australian Goods and Services Tax. Is applied to goods sold within Australia only.

Goods - All products supplied to the Purchaser by the Supplier Purchaser The person or corporation acquiring the Goods

Service - All services supplied to the Purchaser by the Supplier

Supplier - Ionode Pty Ltd as a trading entity

Terms - Ionode Pty Ltd Terms and Conditions of Sale

Account Customer - A Purchaser who has approved Payment Terms with Ionode Pty Ltd

2. TERMS OVERVIEW

2.1. These Terms and Conditions constitute the entire agreement between the parties for the Goods. Any prior arrangement, representations or undertakings are hereby suspended.

2.2. Payment Terms are determined on a case-by-case basis and will be advised in writing upon acceptance of the Purchaser as an Account Customer.

2.3. Account Customers must pay all invoices within 30 days of the date of invoice.

2.4. New purchase orders will not commence if the Account Customer has overdue invoices outstanding.

2.5. If the Purchaser breaches the agreed Payment Terms, the Purchaser must pay any collection, commission and/or legal fees charged by any third party to recover money due.

2.6. If the Purchaser makes any default in payment or commits any act of bankruptcy or being an incorporated company, passes a resolution for winding up (except for the purposes of reconstruction) or an application is presented for its winding up, the Supplier may without  rejudice to its other right either suspend further deliveries, require payment in advance for all such deliveries or terminate any contract forthwith by written notice.

2.7. Ownership of supplied Goods remains of the Supplier until payment in full is received for all Goods supplied.

3. PRICING

3.1. The Supplier reserves the right to amend the recommended prices and information set out in its current pricelist without notice, and all Goods will be charged at the price ruling at the time of delivery.

3.2. All prices shown are quoted exclusive of GST unless otherwise stated or agreed.

3.3. Prices are quoted in AUD. Prices will be quoted in USD and EUR on request. Prices in other currencies are by special request only on a case-by-case basis.

3.4. Orders placed using foreign currency must be paid in full in the currency invoiced. Fees and charges must not be deducted from the payment amount. All fees and charges applicable must be paid by the Purchaser. The Supplier will only be liable for charges incurred by their own Australian bank.

3.5. Payments of foreign currency by credit card will be charged in AUD. Once charged in AUD, the amount the Purchaser is charged by the credit card issuer is entirely a matter between the Purchaser and the card issuer.

4. RIGHT TO WITHDRAW ITEMS

4.1. We reserve the right to withdraw items from sale at any time for any reason, including but not limited to:

4.1.1. Errors in the data presented in our published catalogues,

4.1.2. Errors in pricing,

4.1.3. Withdrawal of the item by our suppliers.

4.2. We will not be liable to you or anyone else for withdrawing any items from sale or refusing to process any order.

5. QUOTATIONS

5.1. Written quotations remain valid for 30 days from the date of issue. An extension may be given but will only be binding if given in writing by the Supplier.

5.2. We encourage written quotation requests. We respond to all requests with a written quotation. It is the Purchaser’s responsibility to ensure that the correct items have been quoted.

6. DELIVERY

6.1. Delivery of the Goods may be totally or partially suspended by the Supplier during any period in which the Supplier may be prevented or hindered from delivery by the Supplier’s normal means of supply or delivery through any circumstances outside its reasonable control, including but not limited to strikes, lockouts, unavailability of stock, accidents, or breakdowns. The Supplier will not be liable for any damages consequential or otherwise arising from its failure to deliver any or all Goods.

6.2. Any failed delivery attempt due to incorrect details provided by the Purchaser must be paid for by the Purchaser. Subsequent delivery attempts will incur additional delivery charges.

6.3. Delivery of Goods via Purchaser-nominated delivery companies must be organised by the Purchaser unless it is one of the following Ionode Pty Ltd approved companies:

6.3.1. Australia Post,

6.3.2. Couriers Please,

6.3.3. Team Global Express,

6.3.4. DHL,

6.3.5. FedEx,

6.3.6. TransDirect,

6.3.7. TNT.

7. INSPECTION BY PURCHASER

7.1. The Purchaser is obliged to open and check all Goods supplied and to report any alleged deficiency within 7 days of the date of delivery.

7.2. The Supplier must be notified of any claim by the Purchaser for non-delivery, short delivery, or delivery of the wrong Goods within 7 days of the invoiced date. All claims must be in writing.

7.3. Any claims made outside of this date may be accepted at the sole discretion of the upplier.

8. ORDER CANCELLATIONS

8.1. Cancellation of an order before production has commenced may be possible, however, a handling charge may be applied to cover costs incurred including but not limited to order processing, credit card transaction fees, bank fees and all communications necessary to cancel the order.

8.2. Cancellation of an order will not be possible once production has commenced.

8.3. Freight for returning Goods for any reason will be at the Purchaser’s expense.

9. LIMITATION OF LIABILITY

9.1. The liability of the Supplier to the Purchaser for breach of any term, condition, warranty,  undertaking, inducement (if any) or representation whether expressed, implied, statutory or otherwise of or relating to the supply of Goods or Services under these Terms and Conditions or for damages of any kind whatsoever arising therefrom including but not limited to consequential damages, incidental damages or special damages shall be strictly limited to the following exercisable at the Supplier’s reasonable discretion:

9.1.1. In the case of a breach relating to the supply of Goods:

1. a) Replacement of Goods or the supply of equivalent Goods to the Purchaser,
2. b) Repair of the Goods,
3. c) Payment to the Purchaser of the cost of replacing the Goods or acquiring equivalent

Goods,

9.1.2. In the case of a breach relating to the supply or provision of Services:

1. a) Resupply of Services to the Purchaser; or
2. b) Payment to the Purchaser of the cost of resupplying the Services.

9.2. Whilst every care is taken in preparing all written communications, the Supplier shall not be liable to the Purchaser for any error, omission, assertion, or representation made in relation to the quality, suitability, standard of workmanship or fitness for any purpose or use of any Goods or Services by the Purchaser whether that use of purpose has been communicated by the Supplier or not. The Purchaser should satisfy themselves as to the suitability and fitness for purpose of any Goods and/or Services to the provided by the Supplier before placing any order.

9.3. Whilst every care is taken in compiling all information and technical data relating to the supply of Goods and/or Services, the Supplier will not accept responsibility and the Purchaser acknowledges that the Supplier is not liable for any subsequent or consequential loss or damage of any kind whatsoever arising from the use of any Goods or Services supplied.

9.4. Notwithstanding the limitation of liability set out in clause 9, nothing in these Terms and Conditions shall exclude or modify any conditional or statutory warranty implied by law where to do so would render such Terms and Conditions void.

10. INSURANCE

10.1. The Supplier follows the standard accepted business practice for the insurance of Goods in transit. The Supplier is responsible for the insurance of the Goods whilst in transit to the Purchaser when sent through the Supplier’s nominated method. The Supplier accepts no responsibility for insurance of the Goods in transit from the Supplier to the Purchaser using the Purchaser’s nominated method.

10.1.1. Shipments covered by our Insurance:

1. a) The Purchaser orders from the Supplier.

10.1.2. Not covered by our Insurance (Purchaser’s responsibility)

1. a) Returns to the Supplier – Returned by the Purchaser’s nominated method,
2. b) The Purchaser’s orders – In transit from the Supplier to the Purchaser where the

Purchaser has organised their own courier.

11. WARRANTY

11.1. All Goods sold by Ionode Pty Ltd are covered by the manufacturer’s warranty against defects in workmanship. Goods not meeting the minimum specifications of tolerances or other listed attributes will be replaced by Goods conforming to the correct specifications.

11.2. The Supplier may extend operational warranties on a case-by-case basis upon the Purchaser’s request; these non-standard warranties will only be binding if given in writing by the Supplier.

11.3. The Supplier recommends any product being used in a new application be tested for suitability before being designed into the application.

11.4. No warranty will be extended to Goods that have been modified by anyone other than the Supplier.

11.5. No warranty will be extended to Goods subjected to any misuse, neglect, improper installation, improper use, or accidental damage.

11.6. Change of mind returns are subject to approval by the Supplier. If a return has been approved, Goods must be returned undamaged, unopened and in their original condition.

11.7. Where a change of mind return has been approved by the Supplier, the Purchaser will be responsible for covering all associated shipping costs. This includes the cost of returning the product to the Supplier and the cost of shipping any replacement product to the Purchaser. The Purchaser acknowledges and agrees that these shipping costs are their sole responsibility and will not be reimbursed by the Supplier. The supplier reserves the right to deduct the incurred shipping costs from any applicable refund or credit issued to the Purchaser for the returned product.

12. MISCELLANEOUS

12.1. Any contract for the sale shall be deemed to be made in the state of Queensland and the Law, courts or arbitration facilities of the State shall be used to construe or apply the contract or to determine or resolve any dispute or action arising under it.

12.2. In trade and commerce, Brisbane, Queensland, Australia, is agreed as place of fulfilment for deliveries, performances and payments. Furthermore, Brisbane is also agreed as place of jurisdiction in trade and commerce. The legal relations between the Supplier and the Purchaser are regulated exclusively by the substantive law of the Commonwealth of Australia. Any partial nullity of the above stipulations does not entail total nullity.

12.3. The Supplier reserves the right to vary these Terms immediately upon giving notice to the Purchaser of such variation.

12.4. The invalidity or unenforceability of any of these Terms shall not affect the validity and enforceability of the remainder of these Terms.

12.5. Unless otherwise agreed to in writing by the Supplier any Terms appearing in any  document provided by or on behalf of the Purchaser, the Terms appearing herein shall be incorporated into all agreements entered into with the Supplier to supply the Purchaser with Goods, in any situation where the Terms of the Purchaser conflict with the Terms of the Supplier, the Terms provided by the Supplier shall take precedence.

12.6. The placing of an order, signing of a manifest, delivery docket, consignment note or couriers manifest for Goods received shall constitute acceptance of these Terms by the Purchaser.