Terms and Conditions of Sale

1. Introductory

These terms and conditions of sale (Terms), apply (unless otherwise previously agreed in writing between the parties) to any supply of Goods by SG Australia Pty Ltd ACN 639 971 494 (Sentinel Group) to a customer from time to time . Any supply of Goods by Sentinel Group  to the Customer made after the date of acceptance of these Terms is a supply pursuant to the supply agreement constituted by these Terms and the relevant order accepted by Sentinel Group (Agreement) and any such supply does not give rise to a new or separate agreement.

2. Interpretation

In these terms unless the contrary intention appears:

Additional Charges includes all delivery, handling and storage charges, goods and services tax, stamp duty, interest, legal and other costs of recovery of unpaid money and all other government imposts and all money, other than the Purchase Price, payable by the Customer to Sentinel Group arising out of the sale of the Goods.

Customer means the person to or for whom the Goods are to be supplied by Sentinel Group.

Goods means the all products supplied by Sentinel Group to the Customer whether by means of sale, hire, rental or otherwise and whether the property of Sentinel Group or distributed by Sentinel Group as agents for another.

PPSA means the Personal Property Securities Act 2009 (Cth).

Price means the list price for the goods as charged by Sentinel Group at the date of delivery or such other price as may be agreed by Sentinel Group and the Customer prior to the delivery of the Goods.

2. General

1. These Terms supersede any oral or implied conditions given during any sales presentation unless included in a written quotation.
2. An order is binding on Sentinel Group and the Customer if:
   1. A written acceptance is signed for or on behalf of Sentinel Group; or
   2. The Goods are supplied by Sentinel Group in accordance with the order.
      An acceptance of the order by Sentinel Group is then to be an acceptance of these Terms by Sentinel Group and the Customer and these terms override any conditions contained in the Customer’s order.  Sentinel Group reserves the right to accept or refuse all or part of any order given on the basis of its quotation and in the event of the refusal of any order or any part of any order, no damages or expenses of any kind shall be payable by Sentinel Group.  No order is binding on Sentinel Group until accepted by it.

1. Once Sentinel Group has accepted an order from the Customer, that order cannot be cancelled by the Customer unless the prior written approval of Sentinel Group has been obtained, which it may refuse in its absolute discretion.

3. Payment

1. The Customer must pay the Purchase Price and Additional Charges prior to delivery, unless prior approval for a credit facility has been granted by Sentinel Group to the Customer (Due Date). Where prior approval has been granted by Sentinel Group, credit terms are strictly for payment in cleared funds, 30 days from the date of the invoice.
2. All amounts payable by the Customer under these Terms must be paid without set-off or counter claim of any kind.

4. Default

If the Customer fails to make a payment by the Due Date, commits a material breach of these Conditions, becomes, or Sentinel Group reasonably believes is likely to become, insolvent (as defined by the Corporations Act 2001 (Cth)), or suffers, or Sentinel Group reasonably believes is likely to suffer, an event of bankruptcy Sentinel Group may, without limiting any other right or claim it may have against the Customer, do any of the following:

1. charge the Customer interest on any outstanding moneys owed by the Customer to Sentinel Group, at the rate of 2.5% per month from the Due Date;
2. refuse to accept further orders until payment of the outstanding balance, plus any applicable interest, is received;
3. vary or withdraw any approved credit facility and/or terms of trade;
4. cancel or suspend any unfilled orders;
5. enter (at any time) any premises in which Sentinel Group’s Goods are stored, to enable Sentinel Group to inspect the Goods and reclaim possession of the Goods without liability for the tort of trespass, negligence or payment of any compensation to the Customer whatsoever;
6. terminate any contracts between Sentinel Group and the Customer and demand immediate payment of any moneys due and outstanding under those contracts; and
7. institute any recovery process as Sentinel Group in its absolute discretion deems appropriate, at the expense of the Customer.

5. Limitations of Liability

1. Sentinel Group ‘s liability is limited to, to the extent permissible by law and at its option;
   1. in relation to the Goods:
      1. the replacement of the products or the supply of equivalent products
      2. the repair of the products
      3. the payment of the cost of replacing the products or of acquiring equivalent products; or
      4. The payment of the cost of having the products repaired
   2. Where the Goods are services:
      1. the supply of service again; or
      2. the payment of the cost of having the services supplied again.
2. Any claims to be made against Sentinel Group for short delivery of Goods must be lodged with Sentinel Group in writing within 7 days of the delivery date.
3. To the extent permitted at law, all other warranties whether implied or otherwise, not set out in these Terms or in a separate warranty document provided by the Sentinel Group, are excluded and Sentinel Group  is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate Customer for:
   1. any increased costs or expenses;
   2. any loss of profit, revenue, business, contracts or anticipated savings;
   3. any loss or expense resulting from a claim by a third party; or
   4. any special, indirect or consequential loss or damage of any nature whatsoever caused by Sentinel Group’s failure to complete or delay in completing the order to deliver the Goods.
4. The Customer shall be responsible for providing any guard or protection necessary to comply with any safety or statutory requirements in connection with the installation or application of any Goods supplied by Sentinel Group.

6. Indemnity

The Customer  hereby indemnifies and holds Sentinel Group  harmless against any and all damages, losses, claims, liabilities, demands, charges, suits, penalties, costs and expenses (including legal costs) incurred or suffered by Sentinel Group arising directly or indirectly as a result of, any breach of any provision of these Terms, any injury or death to any person or any negligent act or omission or willful misconduct of the Customer.

7. Retention of Title and Personal Property

1. All Goods provided to the Customer from Sentinel Group remain the property of Sentinel Group, notwithstanding delivery to the Customer, until payment in full is received by Sentinel Group. Until the date of payment:
   1. the Customer has the right to sell the Goods in the ordinary course of business;
   2. the Goods are always at the risk of the Customer.
2. The Customer is deemed to be in default immediately upon the happening of any of the following events:
   1. if any payment to Sentinel Group is not made promptly before the Due Date for payment;
   2. if the Customer ceases to carry on business or stops or suspends payment or states its intention of so doing or is unable to pay its debts as they fall due or if any cheque or bill of exchange drawn by the Customer payable to Sentinel Group is dishonoured;
3. In the event of a default by the Customer, then without prejudice to any other rights which Sentinel Group may have at law or under this Agreement:
   1. Sentinel Group or its agents may without notice to the Customer enter the Customer’s premises or any premises under the control of the Customer for the purposes of recovering the Goods.
   2. Sentinel Group may recover and resell the Goods;
   3. if the Goods cannot be distinguished from similar Goods which the Customer has or claims to have paid for in full, Sentinel Group may in its absolute discretion seize all goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of Sentinel Group  and the Customer may be ascertained.  Sentinel Group  must promptly return to the Customer any goods the property of the Customer and Sentinel Group is in no way liable or responsible for any loss or damage to the Goods or for any loss, damage or destruction to the Customer’s business howsoever arising from the seizure of the Goods.
   4. In the event that the Customer uses the Goods in some manufacturing or construction process of its own or some third party, then the Customer must hold such part of the proceeds of sale of such manufacturing or construction process as relates to the Goods in trust for Sentinel Group.  Such part will be an amount equal in dollar terms to the amount owing by the Customer to the Sentinel Group at the time of the receipt of such proceeds. The Customer will pay Sentinel Group such funds held in trust upon the demand of Sentinel Group.
4. Separately, Customer hereby charges all its right, title and interest to and in the proceeds of sale of the Collateral (as defined in the PPSA) as original collateral, or any of it, in favour of the Sentinel Group.

8. PPSA

1. Defined terms in this clause have the same meaning as given to them in the PPSA.
2. Sentinel Group and the Customer acknowledge that these Terms constitute a Security Agreement and entitle the Sentinel Group to claim:
   1. a Purchase Money Security Interest (“PMSI”) in favour of Company over the Collateral supplied or to be supplied to the Customer as Grantor pursuant to these Terms; and
   2. a security interest over the proceeds of sale of the Collateral referred to in (a) as original collateral.
3. The goods supplied or to be supplied under these Terms fall within the PPSA classification of ”Other Goods” acquired by the Customer pursuant to these Terms.
4. The Proceeds of sale of the Collateral referred to in clause 8(b)(i) falls within the PPSA classification of “Account”.
5. Sentinel Group and the Customer acknowledge that Company, as Secured Party, is entitled to register its Security Interest in the Collateral supplied or to be supplied to Customer pursuant to these Terms and in the relevant Proceeds.
6. To the extent permissible at law, the Customer:
   1. waives its right to receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted by the Customer to Sentinel Group.
   2. agrees to indemnify Sentinel Group on demand for all costs and expenses, including legal costs and expenses on a solicitor / client basis, associated with the;
      1. registration or amendment or discharge of any Financing Statement registered by or on behalf of Company; and
      2. enforcement or attempted enforcement of any Security Interest granted to Company by the Customer;
   3. agrees that nothing in sections 130 and 143 of the PPSA will apply to these Terms or the Security under these Terms;
   4. agrees to waive its right to do any of the following under the PPSA:
      1. receive notice of removal of an Accession under section 95;
      2. receive notice of an intention to seize Collateral under section 123;
      3. object to the purchase of the Collateral by the Secured Party under section 129;
      4. receive notice of disposal of Collateral under section 130;
      5. receive a Statement of Account if there is no disposal under section 132(4);
      6. receive a Statement of Account under section 132(3)(d) following a disposal showing the amounts paid to other Secured Parties and whether Security Interests held by other Secured Parties have been discharged.
      7. receive notice of retention of Collateral under section 135;
      8. redeem the Collateral under section 142; and
      9. reinstate the Security Agreement under section 143.
      10. All payments received from the Customer must be applied in accordance with section 14(6)(c) of the PPSA.

9. Delivery

1. The times quoted for delivery are estimates only and Sentinel Group accepts no liability for failure or delay in delivery of Goods.  The Customer is not relieved of any obligation to accept or pay for Goods by reason of any delay in delivery.  Goods may be delivered by instalments at the discretion of Company.
2. Risk in accepting the Goods passes on delivery to the Customer.
3. All Additional Charges are payable by the Customer in addition to the Purchase Price of the Goods.
4. Return of Goods will not be accepted by Sentinel Group except by prior agreement in writing with Company.  Any Goods returned will be subject to a restocking charge of 15% of the Purchase Price of those Goods.

10. Force Majeure

Neither Sentinel Group  or the Customer will be liable for any failure or delay in the performance of its obligations under these Terms if that failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays, fire, floods, earthquakes (Force Majeure Event) so long as the affected party provides the other party with prompt written notice describing the Force Majeure Event and immediately continues performance once the Force Majeure Event has been removed or stopped.  However, this clause does not apply to any obligation on the Customer to pay money for Goods provided prior to such Force Majeure Event.

11. Event of Inconsistency

Unless expressly stated otherwise in documentation supplied by Sentinel Group to the Customer , in the event of any inconsistency between the provisions of these Terms and the provisions of any other supplied documentation by Sentinel Group to the Customer, these Terms shall prevail to the extent of that inconsistency.

Notwithstanding the above, in the event of an executed and current contract between the Customer and Sentinel Group, should there be any inconsistency between the provisions of these Terms and the provisions of said executed and current contract, the executed and current contract shall prevail to the extent of that inconsistency.

12. Assignment

The Customer will not, without the prior written consent of Sentinel Group, assign or attempt to assign its rights or obligations under these Conditions.

13. Governing Law

These Terms will be governed by and interpreted in accordance with the laws for the time being in force in South Australia and each party submits to the non-exclusive jurisdiction of the Courts of or exercising jurisdiction of that State and waives any right it might have to claim that those Courts are an inconvenient forum.

14. Waiver

No waiver of any of these Terms or failure to exercise a right or remedy Sentinel Group will be considered to imply or constitute a further waiver by Sentinel Group of the same or any other term, condition, right or remedy.

15. Severability

Any provision of these Terms which is illegal, void or unenforceable will be ineffective to the extent only of such illegality, voidness or unenforceability without invalidating the remaining provisions of these Terms.

16. GST

For the purpose of these Conditions, each of “Taxable Supply”, “GST”, “GST Rate”, “Tax Invoice”, “Adjustment Note” and “GST Law” have the meanings given to those terms in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Unless stated otherwise, if a Taxable Supply is made by Sentinel Group under these Terms, Sentinel Group may, in addition to the amount payable under these Terms, recover from the Customer an additional amount on account of GST, calculated by multiplying the amount payable by the GST Rate.

Where a Taxable Supply is made under these Terms, Sentinel Group shall issue the Customer with a Tax Invoice or an Adjustment Note in accordance with the GST Law.

17. Confidentiality

The Customer and its employees or agents shall not disclose or permit to be disclosed to any third party any confidential information of Sentinel Group, except as permitted by Sentinel Group in writing or as permitted by law.

The Customer shall not, without the prior written approval of Sentinel Group, disclose to any third party (other than their legal advisers, or otherwise as required by law) these Terms

18. Entire Agreement and Variation

These Terms contain all of the terms and conditions of the contract between the parties and may only be varied by agreement in writing between the parties.