Terms and Conditions

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Intelligent Robotics Pty Ltd (ABN  91 673 184 775 )  TERMS AND CONDITIONS OF SALE  

1. APPLICATION OF TERMS (a) These terms and conditions of sale (Conditions) apply to all transactions between Intelligent Robotics Pty Ltd (IR) and the Customer. 

2. PURCHASE ORDER (a) To purchase any Goods or Services the Customer and IR must agree, in writing, full and detailed specifications for the Goods or Services (the Specifications). IR shall be entitled to rely upon the accuracy of the Specifications and will, if it can meet the required Specifications provide a quotation to the Customer (Quotation). The Quotation is indicative only and not binding unless confirmed in writing by IR. The Customer may then submit a purchase order (Purchase Order) which may be accepted by IR. (b) The Customer represents and warrants that the Customer shall not, under any circumstance without the written consent of IR, provide a third party with the Quotation or the information contained in the Quotation. (c) IR may, at IR’s sole discretion, provide the Customer with a Confirmation of Sale. In the event of any conflict or inconsistency between a Purchase Order and a Confirmation of Sale, the Confirmation of Sale will prevail. (d) The Customer agrees that: (i) if the provision of Goods or Services extends over a period of more than one year; or (ii) if there is an increase in the costs of materials or components during the term of the project then; IR has the right to increase its rates due to any increased cost in labour or increase cost of the Goods or materials. 

3. ORDER DELAYS, CANCELLATIONS AND VARIATIONS BY CUSTOMER (a) Deferment of Delivery – where the delivery date has been agreed and the Customer requests a deferment of delivery of the Goods or performance of the Services and such deferment is agreed to by IR, then from the originally nominated delivery date until the date of actual delivery, for Goods, the Customer shall pay a warehousing fee as nominated by IR. (b) Cancellation of orders – if the Customer cancels all or part of an order prior to commencement of production of the Goods it shall pay to IR as liquidated damages an amount equal to 5% of the price of the cancelled Goods; if the Customer cancels all or part of the order after the commencement of production of the Goods; it shall pay to IR the full price of the Goods cancelled less the current scrap value thereof as determined by IR. (c) Variations to Specifications or Purchase Orders – alterations to the Specification or Purchase Orders will not be accepted, except on terms acceptable to IR. 

4. SPECIFICATIONS (a) In the event the Customer provides Specifications to IR and IR agrees to provide Goods or Services in accordance with those Specifications, IR shall have no liability to Customer for any loss or damage arising from the services supplied or the goods so produced, unless such loss or damage is due solely to the gross negligence or intentional misconduct of IR or its employees. The Customer shall be solely responsible for obtaining and incurring the cost of any insurance on such Goods. (b) The Customer must satisfy itself that the Goods and Services are of a description, quality and character suitable for the purpose for which they are purchased. Unless agreed in writing, IR makes no representations or recommendations, and gives no opinions or advice, in relation to the Customer’s Specifications. (c) Provided that the Goods and Services comply with the Specifications, the Customer shall not make complaint, and shall not make any claim against IR in respect of the Goods or Services supplied. 

5. PRICES (a) All prices quoted to the Customer or specified by the Customer in relation to any proposed order from the Customer for the Goods or Services are indicative only and not binding, unless confirmed in writing by IR. (b) The prices for the Goods or Services are the prices confirmed by IR in writing in the Quotation or Confirmation of Sale and are valid only for the period set out. (c) Prices and quotations are exclusive of GST and any Australian or overseas taxes or duties. The Customer is liable for, and shall indemnify IR in respect of, all taxes and duties, including GST payable on the Goods or Services supplied to the Customer and the Customer agrees to comply with all applicable laws relating to the same. 

6. TERMS OF PAYMENT (a) The terms of payment are 30 days from delivery of an invoice by IR to the Customer (the Payment Date), unless expressly agreed to the contrary. (b) If the Customer fails to make payment in accordance with this clause 6, all amounts owing by the Customer to IR on any account shall immediately become due and payable. (c) Interest is payable by the Customer on all amounts due under these Conditions at the rate of 10% per year (or any other rate notified in writing by IR to the Customer from time to time), calculated on a daily basis from the Payment Date, until the date of actual payment of such invoice by the Customer in full. (d) Where the Customer is a corporate entity, the directors of that Customer, by signing a Credit Application or these Conditions, jointly and severally guarantee the performance of the Customer under the terms of these Conditions (including but not limited payment of the Goods or Services provided by IR), and agree that they are jointly and severally liable for any loss, cost, expense or damage suffered or incurred by IR arising from the failure of the Customer or the Customer’s employees, agents or subcontractors to properly perform their obligations under these Conditions. 

7. VARIATIONS (a) The Customer may request changes in or additions to the Goods and Services being provided. In the event such changes or additions are accepted by IR it will advise the Customer in writing, of any revisions in the price, fees, and/or delivery schedule. No verbal change orders will be accepted. No written change orders will be accepted unless approved by IR. 

8. DELIVERY (a) Provided the Customer has complied with clause 6, IR will use all reasonable endeavours to meet the delivery date referred to in any Purchase Order or Confirmation of Sale (the Delivery Date), however, the Customer agrees that IR is not and shall not be liable for any loss or damage, however it arises, if the Goods are not delivered or Services are not performed by the Delivery Date.  (b) IR reserves the right to deliver the Goods or perform the Services at one time or by instalments, as well as to deliver prior to the Delivery Date. Where the delivery of Goods or performance of Services are to be by instalment the parties agree that payment is to be made for each instalment, prior to each instalment being delivered. Any failure on the part of IR to deliver the Goods or perform the Services within the time stated shall not entitle the Customer to repudiate these Conditions with regard to the balance remaining undelivered. (c) IR will arrange and pay for delivery of the Goods or performance of the Services unless IR notifies the Customer of its intention to charge a fee for the delivery of the Goods or charge a fee for the performance of the Services, in which event, IR will add a fee to the price of Goods or Services being provided and the Customer will be liable to pay such fee. 

9. ACCELLERATION OR DECELLERATON OF PROJECT EXECUTION (a) FAST  The Customer acknowledges that if the Customer requires IR to perform on an accelerated schedule (i.e. pace faster than the IR’s normal business procedure as dictated by IR’s quality business practices), the risk of errors in the design and development of hardware and software increases, as do certain costs such as but not limited to, express shipping of incoming purchases to IR, charges for expedited manufacture, development and/or delivery of Goods, hardware and/or software to IR and express shipping to the Customer by IR. The Customer agrees that upon the Customer's request to perform on an accelerated basis, the Customer will compensate IR (at IR’s then prevailing rates) for the additional costs incurred and work required as a result of the accelerated pace of project execution. (b) SLOW A decelerated pace of project execution also causes additional work and costs. If the Customer delays (intentionally or otherwise) or decelerates the pace of project execution, the Customer shall bear the additional costs and expenses associated with such deceleration including but not limited to paying IR for "spin-up" time (inefficiency caused by starting and stopping) and then prevailing IR rates. 

10. ACCEPTANCE AND RETURN OF GOODS (a) The Customer is deemed to have accepted a delivery of Goods: (i) Upon signing the delivery records of IR; (ii) within 48 hours after delivery unless prior to that time the Customer has notified IR in writing of its rejection of that delivery and the reasons for the rejection are accepted by IR, or (iii) immediately upon use of the Goods, whichever is the earlier. (b) The Customer warrants that it will inspect the Goods upon delivery of the Goods to ensure that the Goods correspond with the Purchase Order or Confirmation of Sale. The Customer will notify IR in writing no later than twenty-four (24) hours after the delivery of the Goods if the Goods do not correspond with the Specifications or of any damage or deficiencies in the Goods.  (c) If IR’s Goods are used by the Customer or IR receives no notification of damage or deficiencies in the Goods within the time stated in this clause 9, then IR will be entitled to payment in full and, subject to clause 18, IR will not be liable for any claims, loss or damage that may subsequently be suffered or made by the Customer.  (d) The Customer agrees that IR is not required to accept the return of any Goods for credit. IR reserves the right to credit the Customer’s account towards the Customer’s next Purchase Order where IR has supplied a quantity of the Goods below the stated quantity of the Goods in the Purchase Order or Confirmation of Sale or refund the monies already paid by the Customer at IR’s sole discretion. (e) IR reserves the right to charge the Customer a handling fee equal to 10% of the price of the Goods returned. IR will not accept the return of Goods that are specifically purchased, manufactured, machined, customised, coloured or cut to the Specification. 

11. DELAYS BY IR (a) Any date for delivery of the Goods or performance of the Services shown on any Purchase Order or Confirmation of Sale or otherwise indicated by IR, whether before or after or at the same time as the contract incorporating these Conditions is made, is an estimated date for delivery only. IR shall be under no liability for loss or damage, however it arises, if the Goods are not delivered or the Services are not performed by the Delivery Date. 

12. MATERIALS (a) It is the Customer’s responsibility to ensure that all specified materials required in any Specifications have the necessary regulatory approvals for importation and use within Australia. Where the materials are purchased by IR on behalf of the Customer, the Customer warrants that it is liable for, and shall indemnify IR in respect of all fees, charges, freight, taxes and duties, including GST, payable on the materials and where the materials are not returnable, then the Customer is liable for the full cost of the materials. (b) Where the Customer specifies the materials to be used in the manufacture of the Goods, IR will offer no warranty for faulty materials or workmanship relating directly to materials or the Goods produced. The Customer acknowledges and agrees that IR will not indemnify the Customer against any third party or be held responsible for any product recall. 

13. RISK (a) All risk in any Goods shall pass to the Customer upon delivery of the Goods to the Customer, the Customer’s nominated agent or representative, to a carrier commissioned by the Customer or any other place of delivery specified by the Customer. (b) The Customer indemnifies IR against all loss caused to the Customer for any loss incurred between the Delivery Date and the date of title passed to the Customer. 

14. PROPERTY (a) Property in the Goods shall remain with IR and IR reserves the right to dispose of the Goods until such time as full payment is made for all amounts owing by the Customer to IR under these Conditions. (b) If the Customer fails to pay all or any part of the Customer’s total indebtedness to IR under these Conditions, or an event of default as specified in clause 15 occurs, the Customer authorises and grants an irrevocable licence to IR and its authorised representatives to enter any premises where any Goods are kept to repossess the Goods and to use all reasonable force in doing so without any liability for any resulting damage. (c) Until payment in full for all amounts owing by the Customer to IR under these Conditions the Customer shall store the Goods in a way that clearly manifests IR’s title; shall hold the Goods as bailee and as a fiduciary for IR; must not allow any person to have or acquire any right or interest in the Goods; and in the event of sale of the Goods (whether in their original form, or altered, or as part of other products), the Customer in its position as a fiduciary shall assign to IR the benefit of any claim against a Customer; account fully to IR for the entire proceeds of the sale of those Goods and hold such proceeds on trust for IR separately for its account, not mixed with the Customer’s other money, debts or property and payable immediately without demand; and permit IR to trace the proceeds of any such sales in accordance with equitable principles.  (d) Upon introduction of the Personal Property Securities Act, 2009, the Customer agrees and acknowledges that IR has an interest in any unpaid Goods and may have that interested registered in accordance with the Act. 

15. NON SOLICITATION OF EMPLOYEES OR CONTRACTORS (a) The Customer (and any of its associated entities) shall not solicit nor employ or otherwise engage (directly or indirectly) any employee or contractor of IR during the period in which these Conditions are applicable or the term of any agreement for the supply of Goods or Services (whichever is longer), nor for a period of 18 months after the conclusion of the applicability of these Conditions or any other agreement between IR and the Customer. 

16. DEFAULT (a) The Customer acknowledges and agrees that if: (i) the Customer fails to pay when due any amount owing to IR; (ii) the Customer fails to comply with any of these Conditions; (iii) any step is taken to enter into any arrangement between the Customer and its creditors; (iv) the Customer ceases to be able to pay its debts as they become due or ceases to carry on business; (v) any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an administrator or other like person over the whole or any part of the Customer’s assets or business; or (vi) in IRs’ opinion, the Customer’s credit standing has materially changed, then,  IR may do any or all of the following (in addition to any other rights IR may have, including termination of these Conditions): A require the Customer to immediately pay all amounts that are invoiced but unpaid and to pay in advance for any further supply or delivery of Goods or Services (even if specified otherwise in any Purchase Order or invoice given to the Customer by IR); B suspend or cease supplying Goods or Services to the Customer (whether or not the Customer has ordered Goods or Services) that have not yet been supplied; C demand that the unpaid for Goods be immediately returned to IR at the Customer’s expense; D enter the Customer’s premises and repossess Goods for which payment is overdue; or E cancel any other contract(s) with the Customer or such parts as IR sees fit. (b) These rights are without prejudice to any other right or demand available to IR under law, these Conditions or otherwise. (c) The Customer will be liable to IR for all costs incurred by IR, including all costs on a full indemnity basis, in securing payment or recovering the Goods or Services and will be liable to IR for all costs incurred by IR arising, directly or indirectly, as a result of non-payment Goods or Services, including legal costs. 

17. TERMINATION (a) Either party may terminate these Conditions by giving the other party thirty (30) days’ written notice and, if such notice is given, these Conditions terminate upon the expiry of that notice period. (b) In the event of Termination in accordance with clause 

17(a): (i) all Purchase Orders accepted by IR are immediately due and payable by the Customer; (ii) all Goods fully paid for will be delivered by IR to the Customer; and (iii) all money owing becomes immediately due and payable. 

18. WARRANTY AND LIMITATION OF LIABILITY (a) IR warrants that the Goods and Services supplied will comply with the Specifications. (b) To the fullest extent permissible by law, IR otherwise excludes all conditions and warranties implied by statute, general law or custom. (c) To the fullest extent permitted by law, IR excludes and expressly disclaims any and all liability for any loss, expense, damage or claim suffered or incurred by the Customer (whether direct, indirect or consequential) arising in any way out of use of the Goods or Services, including but not limited to, lost profits, consequential damages or loss, costs and damages sustained or incurred directly by the Customer or as a result of a claim by a third party. (d) To the extent that IR is not permitted by law to exclude liability in accordance with clause 18(c) the Customer agrees that IR’s liability for any loss, expense, damage or claim suffered or incurred by the Customer (whether direct, indirect or consequential) arising from or in connection with the provision of the Goods or Services, or any negligent act or omission of IR, its officers, employees, contractors or agents, including but not limited to, lost profits, costs and damages sustained or incurred as a result of a claim by a third person or liability for breach of any express term of these Conditions, or liability for breach of any statutory or regulatory condition, is limited to, at the sole discretion of IR: (i) in the case of Goods: A the replacement of the Goods or the supply of equivalent Goods; B the payment of the cost of replacing the Goods or of acquiring equivalent Goods; C the repair of the Goods; and (ii) in the case of Services: A the cost of IR supplying of the Services again. (e) Warranty on Goods does not include labour to replace the Goods (f)  Warranty on workmanship, labour, and telephone support is available during normal business hours 7am - 4:30pm. After hours warranty or phone support will be charged at IR Standard rates for call outs. 

19. INDEMNITY (a) The Customer agrees to release and immediately indemnify and keep indemnified IR and its directors, officers, employees and agents, from and against any and all actions, claims, proceedings or demands which may be brought against IR or its directors, officers, employees and agents, in respect of any loss, damage, death, injury, illness, costs, expenses and liabilities of any kind (including, without limitation, reasonable legal costs) whether for personal injury or property damage, and whether special, direct, indirect, or consequential including consequential financial loss, arising out of or in connection with the Customer’s purchase or use of the Goods or Services, including any third party use of the Goods or Services or any breach of warranty, default, act or omission or any negligence by IR or its directors, officers, employees and agents, save to the extent that IR’s breach of these Conditions or the negligence of IR’s employees or agent contributed to that loss. (b) To the full extent permitted law, Part 4 of the Civil Liability Act 2002 (NSW) is excluded in relation to all and any rights, obligations and liabilities of either party under or in connection with these Conditions whether such rights, obligations or liabilities are sought to be enforced in contract (including breach of contract), in tort (including negligence), in equity, under statute or otherwise at law. 

20. INTELLECTUAL PROPERTY (a) IR or others own and reserve all the proprietary rights in the Intellectual Property in the Goods or Services (including, but not limited to any Intellectual property in plans, specifications, processes and software relevant to, related to or arising out of the provision of the Goods and Services) (b) If IR makes available or introduces any of its Intellectual Property to the Customer in providing Goods or Services to the Customer then all proprietary rights to that Intellectual Property shall remain the sole property of IR. (c) The Customer must notify IR immediately upon becoming aware of any known or threatened infringement of the proprietary rights in the Intellectual Property or any claim, proceeding or action instituted against IR in relation to the Intellectual Property, and must co-operate with and assist IR and comply with its instructions in relation to any of the above. (d) The Customer shall not copy, duplicate replicate or electronically store any IR’s Intellectual Property (including but not limited to the drawings, plans or specifications prepared by IR) unless expressly agreed otherwise. (e) The Customer is granted a non-transferable, non-exclusive, revocable license to use IR’s Intellectual Property, (including but not limited to its plans, specifications and software) for the express purpose for which is it supplied only. 

21. FORCE MAJEURE (a) Without limiting the generality of clause 11, IR shall not be liable for any loss or damage caused by its failure or delay deliver the Goods or perform the Services due to anything outside the reasonable control of IR. 

22. MISCELLANEOUS (a) Any amendments, variation or modification to or of, or consent to departure by any party from the terms of these Conditions shall have no force or effect, unless effected by a document executed by IR. (b) The relationship between the parties is that of a buyer and seller only. Nothing in these Conditions shall be construed as creating any other relationship in which one party may be liable for any act or omission of the other parties. (c) The failure by IR to enforce any of these Conditions or to take action in respect of any breach shall not be a waiver of any of these Conditions even if such failure or breach is continuing and habitual or repeated from time to time and no estoppel may be pleaded against IR either at law or in equity in any circumstances whatsoever. (d) If any provision of these Conditions is or becomes wholly or partly illegal, invalid or unenforceable then, from the date of the illegality, invalidity or unenforceability, if the offending provision can be read down to make it valid or enforceable it must be read down to the extent necessary to achieve that result and otherwise that provision must be severed from these Conditions without invalidating the remaining provisions of these Conditions or affecting the validity or enforceability of that provision in any other jurisdiction. (e) The Customer must not assign or transfer the benefit of these Conditions without the express written consent of IR. No waiver by IR of any default or breach shall be deemed a waiver of any prior or subsequent default or breach. (f) These Conditions will be governed by and construed in accordance with the laws of New South Wales. The parties agree to submit to the non-exclusive jurisdiction of the Courts of New South Wales. 

23. ENTIRE CONTRACT (a) Unless there are other or different terms and conditions set out in another agreement signed by a duly authorised representative of IR which expressly excludes or modifies these Conditions, then these Conons constitute the entire contract between IR and the Customer; (b) the provision of the United Nations Convention on Contracts for the International Sale of Goods and of any statute or law enacting or giving force to all or any part of that convention shall, unless otherwise agreed to in writing by IR, be inapplicable; and  (c) except for those conditions and warranties which may be applicable and which may not, at law, be modified or excluded, the Customer agrees that it has not relied on any inducement, representation or statement made by or on behalf of IR in purchasing the Goods or obtaining the Services and that there are no implied conditions or warranties and no collateral contracts in existence. 

24. ADVICE (a) Any advice, recommendation, information or assistance provided by IR in relation to any Goods or Services supplied by IR is, to the fullest extent permitted by law, provided without liability or responsibility on the part of IR. 

25. INTERPRETATION (a) In these Conditions: “Conditions” means these terms and conditions of sale and any further or other conditions of sale amending or adding to these Conditions contained in these Conditions; “Confirmation of Sale” means a confirmation from IR to the Customer, in any form and described in any way, of IR acceptance of the Customer’s Purchase Order; “Customer” means a IR Customer, being where relevant, the Customer referred to on the Credit Application, Quotation, Purchase Order or on the front of these Conditions; “Goods or Services” means any and all goods or services offered by or on behalf of IR to the Customer, in accordance with these Conditions, from time to time; “GST” means any tax on supply (without regard to any input tax credit) imposed by or through the A New Tax System (Goods and Services Tax) Act 1999; “Intellectual Property” means all forms of intellectual property throughout the world, whether or not registered including, without limitation, copyright, patent, plans, specifications, drawings, software codes, designs, processes, trade marks, business names, domain names and confidential information including know-how and trade secrets;