Big Ideas Company Pty Ltd.

ACN: 166 572 050 / ABN: 58 166 572 050

(“The Company”)

Terms and Conditions of Sale – for the supply of goods and services – 1 July 2023

1. Application of Terms.

These Terms and Conditions of Sale (“Terms”) apply to every sale, or arrangement for the supply of Goods and/or provision of Services, by Big Ideas Company Pty Ltd (hereinafter referred to as “BIC”), to a Customer These Terms also cover the sale by Big Ideas Company Pty Ltd. (“BIC”) to the Customer of the hardware, software, and/or services, which may include engineering, technical assistance, services, training, and the supply of goods for projects (with or without commissioning and/or installation).
In submitting an Order to BIC for goods and/or services to be provided to the Customer by BIC, the customer, acknowledges and agrees that any supply of goods and/or services by BIC will be subject to these Terms and Conditions of Sale; and submits an offer to BIC, to acquire goods and/or services from BIC, in accordance with these Terms and Conditions of Sale, to the exclusion of al l other terms and conditions.
These Terms may be varied at any time by the Company. The terms at the time of delivery of Goods will prevail if there is any conflict.
Any modifications to these Terms discussed between the Company and the Customer orally will be effective only after confirmation by the Company in writing.

2. Quotations, Orders and Pricing

Quotations supplied from BIC to the customer are for information purposes only, they do not constitute an offer. A quotation is valid and open for acceptance by the Customer, for a period of 30 days, after this time, any price, delivery date or other details are subject to change and must be confirmed in writing by BIC.
The price quoted is only for the supply of those Goods or Services specified in the quotation, and does not, unless otherwise specified in writing by BIC, apply to any lesser or greater quantities of the Goods or Services, or to Goods or Services of a different type, or to different delivery periods.
Goods which are quoted as ex-stock are subject to prior sale and any delivery time quoted is made without commitment.
An order placed by a Customer constitutes an offer to buy Goods at the prices described in the Order. BIC may, in its own discretion, accept or reject any Order. Until BIC accepts an order, a Contract is not formed.
Variations – at any time after a Customer has placed an Order, and prior to shipment of the Goods and/or performance of the Services, a Customer may by notice in writing request that a supply of Goods and/or Services be cancelled or varied. BIC may reject or accept any such request. If BIC accepts a request for variation, BIC may impose adjustments to price, scheduling, and any other factors pertinent to the variation. BIC may substitute Goods and may provide superseded, revised or equivalent Goods having, in BIC’s absolute discretion, comparable form, fit and function. Any goods which are non-stock or which are manufactured/assembled to order or specially procured on the Customer’s behalf may have a request for cancellation refused.
Pricing – The prices displayed in any BIC price lists, brochures, electronic communications, and advertising materials are recommended selling prices and subject to adjustments. Errors and omissions are excepted, BIC may correct any clerical errors or omissions, whether in computation or otherwise in any quotation, acknowledgment, or invoice.

3. Invoicing, Credit Facilities, Delivery and Warranties

Invoicing – All orders are accepted by BIC on the condition that they will be invoiced at the prices applying at the date of formation of the Contract, or the date of despatch of the Goods from BIC’s premises. Prices quoted are in Australian dollars, exclusive of GST. BIC will issue a tax invoice to the Customer in relation to any supply that is subject to GST. In consideration for the supply of the Goods, and or Services, the Customer shall pay to BIC the invoiced amount by the due date specified on the Tax Invoice, and as per the Customer’s agreed trading terms.
Changes – All changes except actions necessitated by emergencies must be executed in writing and signed by both parties. BIC will not begin work on a change until such change is properly authorised. All claims relating to a change must be made within a reasonable time after the occurrence giving rise to the claim, and the change may give rise to a variance in the pricing or schedule of the goods and/or Services subject to the change.
Delivery – unless agreed in writing the goods are for collection from the BIC warehouse. Should goods require delivery then the Customer is to supply details of their preferred freight handler for collection from the BIC warehouse. Where goods are required to be delivered then the Customer should add a freight handling fee to their order, at an amount agreed in writing with BIC. Staggered deliveries should allow for the number of deliveries required at the time of order, the Customer will be liable for any additional costs incurred. BIC shall endeavour to make the ordered Goods available on the requested delivery date, however, BIC will not be liable in relation to any delivery dates. BIC is not responsible for any loss or damage to the Goods caused by or arising from transport or delivery of the Goods if BIC has not packed the Goods or the Customer has nominated the carrier.
Inspection of Goods – The Customer must inspect the Goods and/or Services and carry out any necessary testing as soon as reasonably practicable after delivery but no later than 7 days after delivery in the case of Goods, or performance in the case of Services. Notice in writing must be given within 7 days of the date of delivery or performance.
Returns – Prior to returning any goods to BIC for any reason, the Customer must contact BIC and obtain authorisation for return. Where goods have been supplied on an assembled to order or indent only basis, BIC will not accept them for return, except where such Goods are faulty or have been wrongly delivered. Goods will only be accepted for return if in original packaging, fit for resale, undamaged and within 21 days of original delivery, unless agreed in writing by BIC. BIC at its discretion may charge a restocking fee up to 25% of the original purchase value for the inspection and return of goods. The Customer is responsible for all risk and costs to return Goods to BIC.
Warranty/Guarantee – BIC warrants that the Goods and/or Services, whether manufactured by BIC, its Manufacturers or its Suppliers, as published in BIC’s price lists, brochures, catalogues, media etc, shall for a period of twelve months (or such other period as BIC shall specify in writing) from the date of despatch of the Goods from BIC’s premises, in the case of Goods or from the date of performance, in the case of Services, be free from defects, faulty workmanship, materials or design. The warranties will be effective, and impose liability on BIC to give effect to such warranty, only if, a) BIC is provided with written notice of the circumstances giving rise to the claim arising within 30 days of the occurrence or such circumstances; and b) BIC is permitted to inspect Goods before they are repaired or replaced; and c) the Customer returns the Goods or components to BIC’s premises, at the Customer’s expense; and d) BIC is satisfied, by its own examination of the Goods, that any alleged circumstances giving rise to the claim have not been caused by improper use, installation, operation, damage due to accident, neglect, lightning, power surge, or from improper repair, alteration , modification or adjustment to the Goods; or unusual deterioration or degradation due to physical, electrical, electromagnetic or noise environments. Any repairs, alterations or other work carried out to the Goods by a person other than an authorised representative of BIC shall invalidate the warranty in this clause.
Any replacement Goods or repaired Goods will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Goods and/or Services or 90 days whichever is the longer period. Any Goods which have been replaced will belong to BIC.
In the event of a breach by BIC, the customer may be entitled to an identical replacement (or one of similar value if available), a refund or repair.
Samples – If BIC agrees to make available any goods for the carrying out of tests or certification processes then those tests or processes will be carried out at the Customer’s own cost and risk. By providing Goods for the undertaking of testing or certification processes pursuant to this clause, BIC does not assume any responsibility for the Goods whatsoever, including any liability if the results of the tests or certification processes carried out are wrong. BIC gives no undertaking, express or implied, that the Goods supplied will be exactly the same as the sample, although reasonable endeavours will be made to supply Goods as close to the sample as possible. The Customer is not discharged from its obligations under these Terms, if the Goods are found not to be identical.
Credit – Where a credit account has been approved, the Customer is to pay to BIC within the agreed terms. The credit limit is approved by BIC and will be reviewed and amended from time to time at the absolute discretion of BIC. The Customer should refer to the BIC Terms of Credit, for their specific terms of agreement with BIC.
Payment Default – If the Customer fails to make any payment, of any invoice, or of any required milestone payment, by the date on which that payment is due, then BIC may, without prejudice to any other right or remedy; suspend or cancel any outstanding supply; appropriate any payment to cover outstanding debt; charge interest at a rate of 3% per annum above the overdraft rate payable by BIC to its bankers on any outstanding balance; and or demand payment of any arrears as well as payment in advance for any undelivered goods and/or before proceeding with providing any Services.

4. Ownership of Goods and RISK

– Ownership will not pass to the Customer until the Customer has paid to BIC the invoiced amount payable in respect of those goods

1. Until paid in full, the Customer shall hold the Goods as bailee for BIC and will store or install the Goods in such a way that the Goods are still, at all times, clearly identifiable as the property of BIC
2. Until paid in full – BIC has the right to call for or recover the Goods at its option and the Customer must deliver up the Goods if so directed by BIC
3. Until paid in full – the Customer must maintain proper records of any sale or disposal of the goods
4. Until paid in full – the Customer must keep the Goods fully insured
5. Until paid in full – the Customer must not sell or dispose of the Goods except in the ordinary course of business.
6. Until paid in full – the Customer will hold the proceeds of any sale or disposal of the Goods to the extent of the amount due to BIC in respect of the Goods on trust for BIC, and will hold such proceeds in a separate account for BIC’s benefit.
7. The Customer agrees to BIC registering a security interest under the PPSA and agrees to do all things reasonably required to affect such registration. The Customer will immediately advise BIC of any changes which may affect the security interest.
8. If the Customer becomes bankrupt or enters external administration or has a receiver appointed to it, the Customer’s right to sell the Goods in the ordinary course of business and any other rights of the Customer in respect of the Goods immediately cease (to the extend permitted by law) and the Customer must immediately return to BIC the Goods in which title has not passed.
9. Notwithstanding delivery or freight arrangements or the date on which title passes, RISK (including insurance, deterioration, loss or damage) in the Goods ordered by The Customer passes to the Customer at the time that BIC despatches the Goods (regardless of which Party pays for freight).

5. Confidentiality

The Customer shall not use or disclose any Confidential information, except as expressly authorised by BIC, and shall protect all such Confidential information using the same degree of care which the Customer uses with respect to its own similar proprietary information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. The Customer shall take prompt and appropriate action to prevent unauthorised use or disclosure of the confidential information.

6. Drawings – Design and Mark-ups

BIC recommends that customers verify and validate all drawings. BIC will comply with any specifications and drawings referred to in the Customer’s Order only if such specifications and drawings have been produced to BIC prior to acceptance of the Order and BIC has agreed, in writing and signed by an authorised Officer of BIC, to such particular compliance. If the Customer requests BIC to provide certified drawings, BIC may, at its discretion, provide such certified drawings at the Customer’s reasonable expense. If, BIC provides such drawings, BIC recommends that in order to account for potential variations in environmental and operational circumstances in which the Goods and/or Services may be used, the Customer undertakes independent assessment and verification all such drawings.

All descriptive specifications, illustrations, drawings, data, dimensions and weights furnished by BIC or otherwise contained in BIC’s publications including price lists, brochures, catalogues, electronic media and other advertising material of BIC and/or the Manufacturer are approximate only and are intended to be by way of general description of the Goods and shall not form part of a Contract between BIC and the Customer, unless otherwise specified by BIC in writing and signed by an authorised Officer of BIC, in which case, they shall be subject to recognised tolerances and rejection limits.

The confidential information, intellectual property and copyright in any drawings, studies or other documents submitted by BIC to the Customer remains the property of BIC and/or the Manufacturer. The Customer must not use any drawings, studies or other documents submitted by BIC to the Customer for any purpose other than in accordance with these Conditions of Sale. The Customer must not transmit, disclose or make any drawings, studies or other documents submitted by BIC to the Customer available to any third parties without the prior written consent of BIC, save for the verification of design and/or drawings; and installation, commissioning and maintenance purposes associated with the use of the Goods and/or Services by the Customer. Design and Mark-up – BIC created drawings will be in the PDF format using standard BIC drafting software with BIC document numbering and revision protocol. Drawings will be submitted by email once, except as agreed and discussed in writing. Apart from any use permitted under the Copyright Act 1968, no part may be reproduced or altered by any process, nor may any other exclusive right be exercised without the written permission of BIC. Annotations and mark-ups, for the express purpose of requesting design changes, must be clear and distinct from that of the original works.

7. Force Majeure

BIC will not be liable for any loss, damage or delay arising out of its failure or that of its Manufacturers and Suppliers to perform obligations under the Conditions of Sale, due to causes beyond its reasonable control. In the event of such delay, BIC’s performance date(s) will be extended for such length of time as may be reasonably necessary to compensate for the cause.

8. Governing Law and jurisdiction in the event of disputes

These conditions of Sale are governed by the law in Victoria, Australia and the Commonwealth of Australia. The parties submit to the exclusive jurisdiction of the courts of Victoria for the resolution of disputes arising under or in relation to these Conditions of Sale and of any Contract between the Parties.

9. Independence

The parties at all times will be independent. Neither party is an employee, joint venturer, agent or partner of the other; neither party is authorised to assume or create any obligations or liabilities, express or implied, on behalf of, or in the name of the other. The employees, methods, facilities, and equipment of each party at all times will be under the exclusive direction and control of that party.

10. Intellectual Property

All intellectual property, including: copyright, patents, design rights, trademarks, software and licences in, or related to, Goods supplied by BIC, and/or Services provided by BIC, remains the property of BIC and/or the Manufacturer, and unless BIC agrees to the contrary in writing signed by an authorised Office of BIC, the Customer has no right to re-use, re-license, or re-sell the intellectual property in any form to third parties.

Use of Goods which contain, or are to be used with, standard or custom software or firmware may be subject to the Customer’s acceptance of additional terms and conditions in separate BIC or third-party licence agreements (Third Party Licence Agreements). Where there is a conflict between any term of a Third Party Licence Agreement and these Conditions of Sale, the Third Party Licence Agreement will prevail to the extent of the inconsistency.

In the absence of a Third Party Licence Agreement, the Customer is granted a non-exclusive, non-transferable and royalty free licence to use the intellectual property solely in conjunction with and to enable the use and maintenance of the Goods, with no rights to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the intellectual property.

11. Limitation of Liability

Notwithstanding anything else in this Agreement, and to the extent permissible by law, BIC’s aggregate liability arising out of the performance or non-performance of its services, whether under the law of contract, tort, statute or otherwise, shall be limited to either; the cost of repair or replacement of the Goods supplied to the Customer, the price paid to BIC by the original Customer for the item(s) giving rise to the claim, or to AU$10,000.00 whichever amount is the lesser.

BIC will not be liable for any and all direct, special, indirect and/or consequential loss or damage, however caused to the Customer and/or to third parties, that may result as a consequence of BIC supplying, or failing to supply, at all or on time, the Goods, to the Customer, or an any third party, under, or in association with, this Agreement.

12. Performance and Representations as to performance and fitness for purpose

Any performance figures given or represented by BIC for Goods and/or Services are based on BIC’s and/or Manufacturer’s experiences and are figures that BIC and/or the Manufacturers expects to obtain on testing. Performance may vary due to a wide variety of environmental and operational circumstances arising when the Customer uses the Goods and/or Services, which may result in variation in performance figures achieved by the Customer. BIC is not required to comply with any additional standards, specifications, rules or other requirements subsequently proposed by the Customer. If such additional standard, specifications, rules or other requirements are proposed by the Customer, BIC may decline to proceed with any resultant order or vary the supply including the price.

13. Quality Inspections and Testing

BIC will provide engineering, technical assistance, services and/or training in accordance with BIC’s standard rates in effect as of the date of such supply, unless otherwise stated by BIC in any Quotation. Where applicable, all other associated expenses for air fares, vehicle and equipment hire, meals, accommodation, sub-contractors and miscellaneous out of pocket expenses will be separately itemised and charged at the cost to BIC plus 15 percent. Any required miscellaneous materials purchased by BIC to complete the scope of work will be separately itemised and charged at cost to BIC plus 25 percent.

14. Severability

Any provision in these Conditions of Sale (or part therefor) which is invalid or unenforceable in any jurisdiction shall, if possible, be read down for the purpose of that jurisdiction, so as to be valid and enforceable, or otherwise shall be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this agreement or affecting the validation or enforceability of that provision in any other jurisdiction

15. Site rules, licenses, permits, site preparation

The Customer is solely responsible for obtaining all necessary permits and licences to comply with all applicable legislation, regulations, by-laws or rules (if any) having the force of law in connection with the installation and operation of the Goods. The Customer must comply with all instructions provided by BIC or the Manufacturer or the Supplier in relation the fitting, installation, use and proper maintenance of the Goods and/or the Services as a condition precedent of any claim under Warranty. Site visits may be subject to charge and or the on-charging of expenses incurred by BIC.

16. Software licenses and ownership

Software comprised of firmware or standard software (including, but not limited to packaged software, pre-existing templates, models and library files, and commercially available software, is subject to BIC or third-party click-wrap license agreements provided with such software. The Customer shall be obliged to pay any license fees which BIC identifies to the Customer as due and payable. Except for any Customer or third-party confidential information, BIC, its affiliates, or other contractors to BIC retains all right, title, and interest to documentation and Application Software developed by BIC, its employees, affiliates, or other contractor to BIC. The Customer shall not sublicense or assign the documentation or the Application Software except to a customer who purchases the Work from the Customer as agreed in writing with BIC.

17. Variation of Terms

These conditions of Sale may only be varied, by written agreement of the Parties and in the case of BIC such variance must be signed by an authorised Officer of BIC. These Conditions of Sale supersede all previous terms and conditions which have previously governed a contract for the sale of Goods and/or Services from BIC to the Customer.