1. Interpretation
In these terms and conditions of sale (“Terms and Conditions”), “us” or “we” means IDM Instruments Pty Ltd^®. ( ABN 65 007 102 909), “Contract” means the contract for the supply of Products resulting from the acceptance by us of an Order in accordance with Clause 2, “Customer” means any person who enters into a Contract with us for the sale and purchase of Products and where the context permits, includes the permitted assigns, successors, employees, servants and agents of that person; “Order” means an order placed by or on behalf of an intending Customer with us for the supply of Products, and “Products” means all products supplied or to be supplied by us from time to time.

2. Conclusion of Contracts
We accept Orders and Contracts only on these Terms and Conditions. They cannot be modified or varied without written confirmation by one of our executive officers. All conditions of purchase of the Customer contained in an Order which are inconsistent with the Terms and Conditions are expressly excluded. Acceptance of delivery of the Products shall be deemed to constitute acceptance by the Customer of these Terms and Conditions.

3. Contract
A Contract will be made between us and the Customer for the sale and purchase of Products only on acceptance of an Order by us.

4. Period and Date of Delivery
The Order must include all information required for manufacture of the Products. Any periods or dates of delivery provided by us are estimates only. We will not be liable for any delay in delivery of the Products, whether outside our control or otherwise. When we notify the Customer of the readiness of the Products for dispatch the period and date of delivery of Products is deemed to have been kept and we may then invoice the Products.

We are entitled to store the Products in any manner we choose and at the expense of the Customer if the Customer fails to give immediate forwarding instructions on being notified of the readiness of the Products for dispatch.

Delivery may be made by instalments. Each part delivery may be separately invoiced for payment under these Terms and Conditions and shall be considered a separate contract, each subject to these Terms and Conditions.

The Products shall be deemed delivered according to Contract regardless of whether the Customer has completed inspection of them by the time laid down by the Contract.

Upon delivery the Products shall be at your risk. You must fully insure the Products so that our interest in the Products is covered.

5. Part Deliveries. Contract with Successive Deliveries.
Where the Customer has requested part deliveries any additional costs shall be borne by the Customer. Calls and specifications for part deliveries shall be communicated in good time failing which we shall be entitled to arrange and execute delivery in a single quantity.

If the Customer calls for delivery of Products which exceed the quantity contracted we are entitled to deliver only the quantity contracted.

Excess deliveries made in order to meet any such call shall be invoiced at the contracted price or at the current market price valid at delivery. We may also deduct them from the quantity of the next contract.

6. Impediments to Performance.
In any circumstance beyond our reasonable control, we shall be entitled to either postpone delivery for as such circumstances prevail (together with an additional reasonable period of time) or cancel the Order in respect of the undelivered Products. All cases of force majeure as well as governmental orders, delays in transportation, strikes, lockouts, shortages of raw materials and breakdown of machinery, shall without limitations, be considered circumstances beyond our reasonable control.

 7. Weights and Measurements
Weights and measures stated in the Order are approximate and not binding on us.

Invoices will be based on the weights and measures ascertained by us. On weighing a consignment, the respective weight of each Product shall be ascertained by a proportional distribution of the total weight. Differences between the actual total weight and the computed calculated weight of each Product of the consignment shall be proportionally distributed. The individual weight of each Product thus found shall not be binding on us.

 8. Inspection.
For there to be a pre delivery inspection of the Products, details thereof must be expressly included in the Order and agreed to by us. Inspection shall take place at our warehouse. Personal costs of inspection are borne by the Customer. Other costs of inspection (eg. Issue of any certificates) will be charged separately unless expressly included in our selling price.

The Products shall be deemed delivered according to Contract when dispatched ex-warehouse, whether or not the Customer has completed inspection of them within the time laid down by the Contract.

9. Dispatch.
Unless a contrary usage and/or a specific arrangement exists between us and the Customer, Products will be delivered unpacked and not protected against rust.

Unless otherwise agreed, we will determine the kind and route of transportation. We will endeavour-without being liable in this respect-to make the best possible use of the loading capacities of any transportation used and to arrange the most direct route possible. Extra costs for using any special means or route of transportation (eg. Special trucks, express delivery) as for using any special means or route of transportation will be charged to the Customers account. Should incidental expenses which are included in the price, such as freight rates, insurance premiums and consular fees, increase after acceptance of the Order, the Customer will be responsible for all such increases.

We will not be liable for any consequences arising form the Customers delayed receipt of dispatch notes and similar documents.

10. Terms of Payment.
Customer shall make payment in full prior to or upon delivery by cashiers cheque, money order, cash or electronic funds transfer, unless we approve Customer for credit terms. To enable us to assess the Customer’s application for credit, the Customer authorises us: to obtain from a credit reporting agency a credit report containing personal information about the Customer and its guarantors pursuant to Section 18K(1)(b) of the Privacy Act; and to obtain a report from a credit reporting agency and other information in relation to the Customer’s commercial credit activities. The Customer understands the information can be used for the purposes of assessing credit-worthiness. If we approve Customer’s credit application, payment shall be due no later than 30 days from date of our invoice. Payments for orders accepted in Australia shall be made in Australian Dollar. In the event of any order for several units, each unit(s) will be invoiced when shipped. If the customer has claims against us for which we accept liability in writing, we are entitled to satisfy the same by a deduction of the equivalent amount form the amount due by the Customer.

11. Retention of Title to Products.
Property in and ownership of the Products remains with us and will not pass to the Customer until all Products have been paid for in full and all other debts owing to us by the Customer have been paid in full. The Customer acknowledges that until such time as the property in and ownership of Products passes to the Customer in accordance with this clause 11, the Customer is in possession of the Products for and on our behalf as a fiduciary bailee and agent. Upon taking deliver of Products the Customer must keep the Products identifiably separate from other goods stocked, held or sold on the Customers premises. The Customer must not change the form or composition of the product in any way or remove or deface any identification or other marks placed by us on the Products at any time prior to us receiving payment in full for such Products.

Until payment in full for the price of the Products and all other amounts owing by the Customer to us, the Customer may only sell the Products in the ordinary course of trade. The Customer must: (a) immediately deposit all proceeds of sale of the Products received by the Customer directly into a separate and identifiable bank account; (b) not mix such proceeds with any other monies; (c) account to us for such proceeds. We will be entitled to trace all proceeds of sale of Products received by the Customer through the relevant account or any other account maintained by the Customer.

The Customer grants to us an irrevocable licence to enter the Customers premises, exercisable on any Event of Termination occurring, to enter the Customers premises and repossess and remove all Products, for which Property remains with us under the provision of this clause, which are then on the premises. The Customer agrees that we will not be liable for any loss or damage suffered by the Customer as a result of us taking such action. This Clause 11 is not intended to create a charge over Products or any book debts.

The terms of this Clause 11 apply notwithstanding any arrangement under which we provide credit to the Customer. To the extent of any inconsistency this Clause 11 will prevail.

12. Warranty
Unless otherwise agreed, we warrant to the Customer that the Products delivered or collected will, subject to the Terms and Conditions, be (1) of merchantable quality; (2) free from defective workmanship and material; and (3) in accordance with the Contract. Deviations in measurement, weight, number or quality that are permitted according to DIN /EN or to general commercial practice shall not, subject to the final paragraph of this clause, entitle the Customer to exercise any rights for breach of warranty under this clause:

The warranty in this clause expressly excludes: (1) defects caused by corrosion, rust, build up or such similar actions attributable to the environment; (2) the fitness of the Products for any purpose.

Products shall be examined by the Customer upon delivery. In the event of any defects the Customer shall dispatch a written complaint to us within 14 days of delivery of the Products. If the Customer fails to give such notice the Products shall be deemed to be in all respects in accordance with the Contract and the Customer shall be bound to accept and pay for the same.

Processing of any products which are claimed to be defective must immediately be discontinued.

Our liability for a breach of a condition or warranty (express or implied) forming part of these Terms and Conditions is limited, at our option to: (i) repairing the Products; (ii) substitution of other goods equivalent to the Products (the Customer must return the replaced Products to us if we so demand); and (iii) a price reduction corresponding to the reduction in value of the Products as determined by us.

The warranties contained in this clause do not cover the following: (1) The cost of delivering the Products to or from our factory; and (2) any damage to any person or any property of the Customer or any third party.

The Customer can not rely on any warranty contained above unless: (1) it has complied with our request (if any) to promptly dispatch samples of the Products complained of to us; (2) it has permitted us to inspect and test the Products; and (3) it has not attempted to improve or repair the Products without our consent.

Any terms, conditions and warranties which may be implied under the Trade Practices Act, or similar legislation, are hereby negatived and excluded from the Contract to the extent that they may lawfully be excluded, restricted or modified by agreement. Where such terms, conditions and warranties cannot be so excluded, restricted or modified, then to the extent that the law allows our liability for damages for any breach of these Terms and Conditions or for any other liability whatsoever (including liability for negligence or wilful default) in relation to the Products shall be limited to the remedies available under such legislation. We will not be responsible for any special damage, loss of profits or other indirect or consequential loss or damage suffered by the Customer or any third party under any circumstances whatsoever.

13. Termination
It is an “Event of Termination” if: (1) the Customer breaches or fails to observe any of the terms of these Terms and Conditions; (2) the Customer becomes insolvent or enters into bankruptcy; (3) the Customer ceases or threatens to cease trading; (4) an administrator or receiver is appointed over all or any of the business undertaking of the Customer or the Customer is served with a statutory demand pursuant to the Corporations Law; or (5) any guarantee of the Customers indebtedness is revoked or becomes unenforceable.

If an Event of Termination occurs all debts owing (including those for which we have taken bills of exchange) by the Customer to us will become immediately due and payable and must be paid by the Customer. We will be entitled (without prejudice to any other right or remedy) to do any one or more of the following: (1) suspend indefinitely all further deliveries of Products in respect of the Order or any other Orders being processed for delivery and cancel any order or refuse to accept any further Orders; (2) require the return of all Products the property in which has not passed in accordance with Clause 11; (3) only deliver further Products under the Contract after receiving cash payment in advance or a satisfactory security to secure payment in respect of the delivered Products; and (4) terminate that and any other Contract by written notice to the Customer. We will not be liable for any loss suffered by the Customer as a result of us taking any action under this Clause.

14. Severability: Law of the Contract
If any condition of these Terms and Conditions fails to have effect, or causes any other condition to fail to have effect, it shall be read down or severed to preserve the rest of these Terms and Conditions. The laws for the time being in force in the State of Victoria shall govern the construction and performance of these Terms and Conditions.