1. DEFINITIONS
In these Terms: “ACL” means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) and its associated Regulations as amended.
“Agreement” means any agreement for the provision of goods or services by Caeli Group Pty Ltd to the Customer.
“Caeli Group Pty Ltd” means Caeli Group Pty Ltd (ABN 90 647 928 550) and includes its subsidiaries, divisions, affiliates, associated companies, and related entities.
“Consumer” is as defined in the ACL, and in determining if the Customer is a consumer, the determination is made if the Customer is a consumer under the Agreement.
“Customer” means the person, jointly and severally if more than one, acquiring goods or services from Caeli Group Pty Ltd.
“Goods” means goods supplied by Caeli Group Pty Ltd to the Customer and includes any goods supplied in the course of providing the services.
“GST” means the Goods and Services tax as defined in the A New Tax System (Goods and Services Tax) Act 1999 and its associated Regulations as amended.
“PPSA” means the Personal Property Securities Act 2009 (Cth) and its associated Regulations as amended.
“Services” means any installation services, maintenance services, repairs, commissioning, and any other services performed by Caeli Group Pty Ltd.
“Terms” means these Terms and Conditions of Trade.
2. Basis of Agreement
2.1 Unless otherwise agreed by Caeli Group Pty Ltd in writing, these Terms exclusively apply to every Agreement and cannot be altered or substituted by any other terms, including the Customer’s terms and conditions of purchase (if any).
2.2 Any quotation provided by Caeli Group Pty Ltd to the Customer for the proposed supply of goods or services is:
(a) valid for a period of 30 days;
(b) considered an invitation to treat only; and
(c) valid only if issued in writing.
2.3 The Terms may include additional terms in Caeli Group Pty Ltd.’s quotation, provided they are not in conflict with the Terms.
2.5 Caeli Group Pty Ltd retains absolute discretion to decline any offer.
2.6 The Customer must communicate its specific requirements, if any, concerning the goods and services to Caeli Group Pty Ltd.
2.7 Caeli Group Pty Ltd reserves the right to modify or amend these Terms through written notice to the Customer at any time. These variations or amendments will be applicable to orders placed after the date of notice.
(a) Payment for the goods or services must be settled within 30 days of the invoice date.
(b) Caeli Group Pty Ltd reserves the right to request the Customer to comply with any additional requirements or conditions deemed necessary.
3. Pricing
3.1 Unless expressly stated otherwise, the prices quoted for the supply of goods and the performance of services do not include GST, any other taxes or duties imposed on or in connection with the goods or services, and any applicable freight and delivery costs. Additionally, in addition to the payment of the price for goods and the performance of services, the Customer is responsible for paying any GST and any other taxes or duties imposed on the goods or services.
3.2 Prices for goods and services are determined in accordance with Caeli Group Pty Ltd.’s prevailing price list, which may be subject to periodic revisions. The price payable for goods and services is the price that is applicable on the date of the delivery of goods or services, as
stipulated in the provided written quotation.
3.3 In the event that the Customer requests any modification to an Agreement, Caeli Group Pty Ltd reserves the right to adjust the price to accommodate the requested variation.
3.4 In cases where there is a change in the costs incurred by Caeli Group Pty Ltd related to goods or services, Caeli Group Pty Ltd retains the authority to modify its price to account for such changes, and this will be communicated to the Customer through written notice.
4. Payment
4.1 Unless otherwise mutually agreed upon in writing:
(a) Payment for goods or services must be made net within 30 days of the invoice date.
(b) Caeli Group Pty Ltd reserves the right to require the Customer to:
4.2 Payment by cheque shall not be considered as made until the proceeds of the cheque have been fully cleared.
4.3 Payment terms may be revoked or amended at the sole discretion of Caeli Group Pty Ltd, with immediate effect upon the issuance of a written notice to the Customer.
4.4 The precise timing of payment is of the essence.
5. Payment Default
5.1 In the event that the Customer defaults in the payment of any amount payable to Caeli Group Pty Ltd by the due date, all amounts that would become payable by the Customer to Caeli Group Pty Ltd at a later date on any account become immediately due and payable without the necessity of providing prior notice to the Customer. Caeli Group Pty Ltd, without prejudice to any other rights it may have, both accrued and contingent, reserves the following rights:
(a) To assert a general lien over all of the Customer’s goods in the possession of Caeli Group Pty Ltd, and after providing a 14-day written notice to the Customer, to sell the property through private treaty or public auction, as deemed appropriate in Caeli Group Pty Ltd.’s sole
discretion, and allocate the proceeds to cover its sale costs, expenses, and any outstanding amounts due and payable by the Customer.
(b) To impose interest on any overdue sum at a rate of 2.5%, compounded monthly, which shall accrue both before and after obtaining a judgment.
(c) To charge the Customer an immediate amount equal to the greater of $20.00 or 10% of the overdue amount for administration fees, which shall be immediately due and payable.
(d) To charge the Customer for, and obligate the Customer to indemnify Caeli Group Pty Ltd from, all costs and expenses, including but not limited to legal costs and disbursements on an indemnity basis, incurred by Caeli Group Pty Ltd as a result of the default or in connection with taking action to enforce compliance with the Agreement or to recover any goods.
(e) Cease or suspend the supply of any further goods or services to the Customer.
(f) Terminate any uncompleted contract with the Customer through written notice.
5.2 Clauses 5.1(e) and (f) may also be invoked at the option of Caeli Group Pty Ltd:
(a) In cases where the Customer is a natural person and becomes bankrupt, or enters into any scheme of arrangement, assignment, or composition with or for the benefit of their creditors, or any class of their creditors in general.
(b) In situations where the Customer is a corporation, and it enters into any scheme of arrangement, assignment, or composition with or for the benefit of its creditors, or any class of its creditors in general, or if a liquidator, administrator, receiver, manager, or similar functionary is appointed in respect of its assets, or any action is taken for, or with the intent of, the liquidation (including provisional liquidation), winding up, or dissolution without winding up of the Customer.
6. Service Conditions
6.1 Where relevant, the Customer hereby agrees to ensure safe and secure conditions and compliance with all occupational health and safety laws to facilitate Caeli Group Pty Ltd or its sub-contractors, employees, or agents in providing the services.
6.2 Caeli Group Pty Ltd may, at its complete discretion, choose not to provide the services if the conditions are, in its reasonable judgment,
deemed unsafe. In such circumstances, Caeli Group Pty Ltd shall not be held liable to the Customer.
7. Passing of Property
7.1 Until Caeli Group Pty Ltd receives full payment in cleared funds for all goods and services provided by it to the Customer, as well as all other amounts owed to Caeli Group Pty Ltd by the Customer:
(a) Title and property in all goods shall remain vested in Caeli Group Pty Ltd and shall not transfer to the Customer.
(b) The Customer is obliged to hold the goods as a fiduciary bailee and agent for Caeli Group Pty Ltd.
(c) The Customer must store the goods separately from its own goods and maintain Caeli Group Pty Ltd’s labelling and packaging.
(d) The Customer must hold the proceeds from any sale of the goods in trust for Caeli Group Pty Ltd in a separate account with a bank to which the Customer has not provided security. However, the failure to do so shall not affect the Customer’s obligations as a trustee.
(e) In addition to its rights under the Personal Property Securities Act (PPSA), Caeli Group Pty Ltd may, without notice, enter any premises
where it suspects the goods are located and remove them. This shall apply regardless of whether the goods are attached to other items not belonging to Caeli Group Pty Ltd. For this purpose, the Customer irrevocably grants Caeli Group Pty Ltd a license to enter such premises and indemnifies Caeli Group Pty Ltd from and against all costs, claims, demands, or actions by any party arising from such action.
8. Personal Property Securities Act
8.1 Notwithstanding any provisions to the contrary within these Terms, the Personal Property Securities Act (PPSA) applies to these Terms.
8.2 For the purposes of the PPSA:
(a) Terms used in clause 8 that are defined in the PPSA shall have the same meanings as in the PPSA.
(b) These Terms constitute a security agreement, and Caeli Group Pty Ltd holds a Purchase Money Security Interest in all current and future goods supplied by it to the Customer, including the proceeds of those goods.
(c) The security interest is a continuing interest, irrespective of whether any monies or obligations are owed by the Customer at any given time.
(d) The Customer must undertake all necessary actions to establish a valid security interest over the goods that can be registered by Caeli Group Pty Ltd on the Personal Property Securities Register.
8.3 The security interest arising under this clause 8 attaches to the goods when the goods are collected or dispatched from Caeli Group Pty Ltd’s premises and not at a later time.
8.4 To the extent permitted by the PPSA, the Customer waives its rights to receive notifications, verifications, disclosures, or other documentation as specified under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 135, and 157 of the PPSA.
8.5 Caeli Group Pty Ltd and the Customer agree to contract out of the provisions of sections 96, 125, 129, 142, and 143 of the PPSA, and such provisions will not apply to these Terms.
8.6 To the extent permitted by the PPSA, the Customer agrees that:
(a) The provisions of Chapter 4 of the PPSA that are for the benefit of the Customer or that impose obligations on Caeli Group Pty Ltd will apply only to the extent that they are mandatory or as agreed upon by Caeli Group Pty Ltd in writing.
(b) Where Caeli Group Pty Ltd possesses rights beyond those outlined in Chapter 4 of the PPSA, those rights shall continue to apply.
8.7 Upon the request of Caeli Group Pty Ltd, the Customer must promptly:
(a) Take all necessary actions and execute all documents to give effect to the security interest established under this Agreement.
(b) Obtain from any person considered by Caeli Group Pty Ltd to be relevant to its security position, such agreements and waivers, as deemed necessary by Caeli Group Pty Ltd.
8.8 Caeli Group Pty Ltd may allocate received amounts from the Customer in any manner it determines, including in any manner necessary to preserve any Purchase Money Security Interest it holds in the goods.
8.9 For the purposes of section 275(6) of the PPSA, the parties agree and undertake that these Terms, as well as any information related to the sale of goods and details of the goods, shall be kept confidential at all times. Neither party may disclose any information related to these
Terms or the sale of the goods, except as required by law or as is already in the public domain.
9. Security
9.1 The Customer agrees to encumber its property, including both real and personal property, as well as any future interests in property, as
security in favour of Caeli Group Pty Ltd for any debts owed to Caeli Group Pty Ltd under these Terms & Conditions. The Customer hereby
authorizes Caeli Group Pty Ltd to register a caveat concerning any real property or to issue a debenture where the Customer is a company.
9.2 Upon request by Caeli Group Pty Ltd, the Customer is obligated to execute a mortgage (or mortgages) over any real property specified in clause 8.1.
9.3 The Customer irrevocably appoints Caeli Group Pty Ltd, as well as each director and secretary of Caeli Group Pty Ltd, as its attorney for
the purpose of giving effect to clause 9.1 and 9.2.
This includes acting as the Customer’s attorney to execute the mortgages and debentures mentioned and to facilitate their registration.
10. Delivery
10.1 Unless otherwise agreed, the Customer is obligated to collect the goods within 7 days from the notification of their readiness. Failure to collect the goods within this stipulated time period shall be deemed as the Customer having taken delivery of the goods and becoming liable
for monthly storage charges upon demand.
10.2 Unless expressly agreed upon in writing by Caeli Group Pty Ltd, the Customer is responsible for covering all costs related to delivery,
including freight, insurance, and any other charges originating from the point of dispatch of the goods to the Customer to the point of delivery.10.3 The Customer is required to accept the delivery of the goods tendered, even if the quantity delivered does not precisely match the quantity ordered, provided that:
(a) The discrepancy in quantity does not exceed 5%; or
(b) The price is adjusted proportionally to account for the discrepancy.10.4 In the event that Caeli Group Pty Ltd is responsible for arranging the delivery of the goods:
(a) The Customer must provide reasonable and proper access to the specified delivery location.
(b) The Customer authorizes Caeli Group Pty Ltd to subcontract the delivery at its absolute discretion.
(c) The Customer indemnifies Caeli Group Pty Ltd against any loss or damage suffered by Caeli Group Pty Ltd, its sub-contractors, or employees as a result of the delivery, except in cases where the Customer is a consumer and Caeli Group Pty Ltd has failed to exercise due care and skill.
(d) If a delivery is attempted but cannot be completed, the Customer is considered to have taken delivery of the goods and becomes liable for monthly storage charges upon demand.
(e) If Caeli Group Pty Ltd does not receive forwarding instructions adequate to enable the dispatch of the goods, the Customer shall be considered to have taken delivery of the goods and becomes liable for monthly storage charges upon demand.
(f) A completed driver’s manifest or delivery docket, whether signed by the driver or by the Customer or its employee or agent, will serve as proof of the delivery of the goods as invoiced.
(g) Storage charges will apply if goods are not collected within 30 days from the requested completion date.
11. Risk and Insurance
11.1 The risk associated with the goods and all insurance responsibilities for theft, damage, or any other occurrences will be transferred to the Customer immediately upon the delivery of the goods to the Customer or upon removal of the goods from the premises of Caeli Group Pty Ltd.
11.2 The sale of the goods to the Customer is predicated on the understanding that the Customer has duly obtained all requisite licenses or permits in accordance with all pertinent laws and regulations.
11.3 The Customer assumes full responsibility and liability for any loss, damage, or injury to the Customer’s property or to the property of third parties, arising from the use or possession of any of the goods sold by Caeli Group Pty Ltd. This responsibility extends to situations where the goods are used individually or in combination with other goods, substances, or any process, except in cases where such recovery is possible from Caeli Group Pty Ltd due to the failure of any statutory guarantee under the Australian Consumer Law (ACL).
12. Acknowledgments
12.1 The Customer hereby acknowledges that:
(a) It has not placed reliance upon any service involving skill and judgment or upon any advice, recommendations, information, or assistance provided by Caeli Group Pty Ltd concerning the goods, their use, or application.
(b) It has not explicitly or implicitly disclosed to Caeli Group Pty Ltd any specific purpose for which it requires the goods or services, and it bears sole responsibility for ensuring that the goods or services are suitable for its intended use.
13. Performance of Agreement
13.1 Any timeframe or date provided by Caeli Group Pty Ltd for the delivery of goods or the performance of services is for estimation purposes only and does not represent a contractual commitment.
13.2 Caeli Group Pty Ltd will make reasonable efforts to adhere to any estimated delivery dates for goods or performance of services, but it
will not be held liable for any loss or damage sustained by the Customer or any third party due to the failure to meet any estimated date.
13.3 In the event that Caeli Group Pty Ltd cannot complete the services by any estimated date, it will endeavour to complete the services within a reasonable timeframe.
14. Liability
14.1 Unless otherwise explicitly stated in the Terms or provided in any express warranty related to the goods or services, the Agreement does not imply any other terms, conditions, or warranties regarding the quality, merchantability, acceptability, fitness for purpose, condition, description, assembly, manufacture, design, or performance of the goods or services, or any contractual remedy for their failure.
14.2 If the Customer qualifies as a consumer, nothing in these Terms restricts, limits, or modifies the Customer’s rights or remedies against
Caeli Group Pty Ltd for the failure of a statutory guarantee under the Australian Consumer Law (ACL).
14.3 If the Customer on-supplies the goods to a consumer and:
(a) The goods or services are not of a kind typically acquired for personal, domestic, or household use or consumption, then the amount specified in section 276A(1) of the ACL is the absolute limit of Caeli Group Pty Ltd’s liability to the Customer.
(b) The goods or services are of a kind ordinarily acquired for personal, domestic, or household use or consumption, payment of any amount required under section 274 of the ACL is the absolute limit of Caeli Group Pty Ltd’s liability to the Customer, regardless of the
circumstances arising under or in connection with the sale, installation, use, storage, or any other dealings with the goods or services by the
Customer or any third party.
14.4 If clauses 14.2 or 14.3 do not apply, then, apart from the statements in the Terms or any written warranty statement, Caeli Group Pty Ltd bears no liability to the Customer in any manner arising under or in connection with the sale, installation, use, storage, or any other dealings with the goods or services by the Customer or any third party.
14.5 Caeli Group Pty Ltd shall not be held liable for any indirect or consequential losses or expenses incurred by the Customer or any third party, regardless of the cause, including but not limited to the loss of turnover, profits, business, or goodwill, or any liability to any other
party, except to the extent of any liability imposed by the ACL.
14.6 Nothing in the Terms is intended to exclude, restrict, or modify the application of any applicable State or Federal legislation related to the sale of goods, which cannot be excluded, restricted, or modified.
15. Cancellation
15.1 If Caeli Group Pty Ltd is unable to deliver (where applicable) or provide the goods or services, it may cancel the Customer’s order (even if it has been accepted) by delivering written notice to the Customer.
15.2 No purported cancellation or suspension of an order or any part of it by the Customer shall be binding on Caeli Group Pty Ltd once that order has been accepted.
15.3 Caeli Group Pty Ltd, in its absolute discretion, reserves the right to review, modify, or terminate the Customer’s credit limit or payment terms without prior notice.
16. Specifications
16.1 All specifications, drawings, illustrations, descriptive material, and particulars contained in Caeli Group Pty Ltd’s catalogues, website, and marketing documents are indicative in nature, do not constitute part of this Agreement, and are not representations or warranties of any kind. Any disparities shall not entitle the Customer to rescind this Agreement or seek compensation or damages.
16.2 All drawings, descriptive material, and particulars provided remain the property of Caeli Group Pty Ltd and shall be returned to Caeli Group Pty Ltd upon demand. The Customer is not permitted to publish or disclose these materials to any other person or allow them to be copied or communicated to others without the prior written consent of Caeli Group Pty Ltd.
16.3 It is the responsibility of the purchaser to ensure that all quotes, orders, and order confirmations conform to the specifications. Caeli
Group Pty Ltd does not guarantee that any equipment offered will meet the specified requirements.
17. Order Cancellation
17.1 In the event of an order being cancelled, a restocking or engineering fee of 15% shall be payable under the same terms as the original order. If manufacturing of the equipment has already commenced, the purchaser shall be liable for the full cost of the order up to that day.
17.2 Any goods that are made to order are non-returnable, and no refunds are available for such items.
18. Returns and Exchanges
18.1 Subject to clause 17.2 and 17.5, Caeli Group Pty Ltd shall not be liable for any shortages, damage, or non-compliance with the specifications in the Agreement unless:
(a) The Customer delivers a written complaint to Caeli Group Pty Ltd with full details within 10 days of inspecting the goods, specifying the
shortage or defect.
(b) Caeli Group Pty Ltd, upon receipt of the complaint, is granted an opportunity to inspect the goods and investigate the complaint before
any further handling of the goods.
18.2 When any shortages, claims for damage, or non-compliance with the Agreement specifications are accepted by Caeli Group Pty Ltd, Caeli Group Pty Ltd may, at its discretion, choose to replace the goods, refund the price of the goods, or re-supply the services.
18.3 Subject to clause 17.5, Caeli Group Pty Ltd shall not, under any circumstances, accept returns of goods that:
(a) Have been specifically produced, imported, or acquired to fulfill the Agreement or a special Customer order.
(b) Have been altered in any way.
(c) Have been used.
(d) Are discontinued goods no longer stocked by Caeli Group Pty Ltd.
(e) Have had one month or more elapse from the date of delivery.
(f) Are not in their original condition and packaging.
18.4 The Customer must:
(a) Obtain prior written approval from Caeli Group Pty Ltd for the return of goods.
(b) Pay to Caeli Group Pty Ltd a re-stocking fee equal to 25% of the original invoice cost.
(c) Cover all freight charges incurred in the return of goods.
18.5 If the Customer is a Consumer, nothing in this clause 17 limits any remedy available for a failure of the guarantees in sections 56 and 57 of the ACL.
19. Force Majeure
19.1 Caeli Group Pty Ltd shall not be held liable in any manner, regardless of the cause, if it is prevented from fulfilling its obligations under the Agreement due to events beyond its reasonable control.
These events may include, but are not limited to, industrial disputes, strikes, lockouts, accidents, breakdowns, import or export restrictions,
acts of God, acts or threats of terrorism, or war. In the event of force majeure, Caeli Group Pty Ltd may suspend or terminate the Agreement by providing written notice to the Customer.
20. Miscellaneous
20.1 The law of Victoria shall govern these Terms at all times. The parties agree to the non-exclusive jurisdiction of the courts of Victoria, the Federal Court of Australia, and any courts entitled to hear appeals from those Courts.
20.2 The failure of Caeli Group Pty Ltd to enforce any of these Terms shall not be construed as a waiver of any of Caeli Group Pty Ltd’s rights.
20.3 If any clause is found to be unenforceable, it must be read down to be made enforceable, or if it cannot be read down, the term must be severed from these Terms without affecting the enforceability of the remaining terms.
20.4 Any notice must be provided in writing and delivered personally, sent via email, facsimile, or prepaid mail to the last known address of
the addressee. Notices sent by pre-paid post are deemed to be received upon posting. Notices sent by facsimile or email are deemed received upon confirmation of successful transmission.
21. Privacy
21.1 Caeli Group Pty Ltd is bound by the Privacy Act 1988 and takes steps to ensure that all personal information obtained in connection
with the Customer will be appropriately collected, stored, used, disclosed, and transferred in accordance with the National Privacy Principles. Such information may be accessed by request to Caeli Group Pty Ltd in accordance with the Privacy Act.
21.2 Caeli Group Pty Ltd requires that the Customer comply with the National Privacy Principle in connection with any personal information supplied to it in connection with this Agreement.