INSUPPLY AUSTRALIA PTY LTD

ABN 56 679 265 251
Trading as InSupply Australia ("INSA")
Effective Date: 19th July 2024

1. Application of These Terms

These Terms & Conditions of Supply ("Terms") apply to all goods and services supplied, sourced, procured, manufactured, arranged or otherwise provided by INSUPPLY AUSTRALIA PTY LTD (ABN 56 679 265 251), trading as InSupply Australia ("INSA", "we", "us" or "our").

These Terms apply to all quotations, orders, purchase orders, sourcing and procurement services, product development, samples and prototypes, custom manufacturing, standard products, inspections, quality control, freight coordination, importation and other goods or services supplied or arranged by INSA.

Goods supplied by INSA may include, without limitation, apparel and textiles, agricultural and livestock products and equipment, sporting goods and equipment, industrial products and components, packaging, promotional products and other products sourced or supplied by INSA from time to time.

By accepting a quotation, issuing a purchase order, instructing INSA to proceed, making a deposit or other payment, accepting delivery, or otherwise engaging INSA to provide goods or services, the Customer agrees to these Terms.

2. Quotations

Unless otherwise stated, quotations are valid until the expiry date shown on the quotation.

Pricing is based on the specifications, quantities, materials, packaging, supplier pricing, freight arrangements, exchange rates, delivery requirements and other information available at the time the quotation is prepared.

Unless expressly stated otherwise, prices exclude GST and any customs duties, taxes, government charges, inspection fees, testing, certification, insurance, storage, demurrage, detention and other third-party charges.

Changes to specifications, quantities, materials, packaging, delivery requirements or other Customer instructions may result in revised pricing and lead times.

3. Orders and Acceptance

An order becomes binding when INSA accepts the Customer's purchase order or written instruction to proceed and any required deposit or advance payment has been received.

INSA may require specifications, drawings, dimensions, samples, artwork, performance requirements, materials, packaging requirements, intended-use information or other information before procurement or production commences.

The Customer is responsible for ensuring that information and specifications supplied to INSA are accurate and complete.

4. Customer Requirements and Intended Use

Where goods are sourced, developed or manufactured to Customer requirements, the Customer must provide INSA with sufficient information regarding the required specifications and intended application of the goods.

Where compatibility, dimensions, load, capacity, operating conditions, material composition, performance criteria or other characteristics are important to the intended use, these requirements must be communicated to INSA in writing before the order is confirmed.

INSA may rely upon specifications, drawings, measurements, samples, technical information and other instructions supplied or approved by the Customer.

5. Samples, Prototypes and Product Development

Where applicable, samples or prototypes may be supplied for evaluation before bulk production.

Unless expressly included in the quotation, sample manufacture, prototypes, tooling, moulds, artwork, testing, certification, courier charges, freight, additional development rounds and third-party inspection costs are additional charges.

Sample and prototype pricing may differ from bulk-production pricing.

Approval of a sample, prototype, drawing, specification or other product submission authorises INSA to proceed on that basis.

6. Customer Approval

The Customer is responsible for reviewing and approving all relevant specifications before procurement or manufacture proceeds.

These may include dimensions, materials, colours, finishes, performance specifications, drawings, artwork, branding, packaging, labelling and samples.

Once approval has been provided and procurement or production has commenced, changes requested by the Customer may result in additional costs and revised delivery dates.

7. Manufacturing Tolerances and Variations

Manufactured goods may be subject to reasonable commercial and manufacturing tolerances appropriate to the particular product and manufacturing process.

Reasonable variations may occur in dimensions, weight, colour, shade, finish, material appearance, construction, packaging or other characteristics, provided such variations do not materially depart from the agreed specifications.

Where a particular measurement, tolerance, material specification, colour, performance criterion or other characteristic is critical, the Customer must identify that requirement in writing before placing the order.

8. Quantity Variations

For custom-manufactured goods, reasonable over-runs or under-runs may occur where inherent in the applicable manufacturing process.

Where a quantity tolerance is expected to apply, INSA will endeavour to identify the applicable tolerance in the quotation, specification or order confirmation.

Where an agreed quantity tolerance applies, the Customer will be invoiced for the quantity actually supplied.

9. Compliance, Standards and Certification

Where goods are required to comply with a particular Australian Standard, industry standard, regulation, certification, testing requirement or technical specification, the Customer must identify that requirement before placing the order unless INSA has expressly represented in writing that the goods comply with that requirement.

INSA will arrange specified testing, certification or compliance documentation where expressly included in the quotation or otherwise agreed in writing.

Unless expressly agreed otherwise, INSA does not represent that goods comply with any particular standard, certification or regulatory requirement solely because they are described as suitable for a general category of use.

Nothing in this clause limits any obligation imposed on INSA by applicable law.

10. Installation, Assembly and Use

Unless expressly included in the quotation, goods are supplied on a supply-only basis and installation, assembly, commissioning or ongoing maintenance is not included.

The Customer is responsible for ensuring goods are installed, assembled, operated, maintained and used appropriately and, where required, by suitably qualified persons.

To the extent permitted by law, INSA is not responsible for loss or damage caused by incorrect installation or assembly, misuse, unauthorised modification, unsuitable operating conditions or failure to follow applicable instructions.

11. Payment

Payment terms are those stated on the relevant quotation, order confirmation or invoice.

Depending on the transaction, INSA may require a deposit, advance payment, progress payments, payment before shipment, payment before release of shipping documents or payment before final delivery.

INSA may reasonably suspend procurement, production, shipment or delivery where an amount due remains unpaid.

The Customer may be responsible for reasonable storage, re-delivery, supplier, freight or other third-party costs directly arising from Customer-caused delays or overdue payment.

12. Ownership and Risk

Unless otherwise agreed in writing, legal title to goods supplied by INSA does not pass to the Customer until INSA has received full payment for those goods.

Risk in the goods passes to the Customer at the delivery point or other point specified in the quotation or otherwise agreed in writing.

Where an agreed Incoterm or other specific delivery arrangement applies, risk will pass in accordance with that agreed arrangement.

13. Production and Delivery Lead Times

Production, shipment and delivery dates are estimates unless INSA expressly agrees otherwise in writing.

INSA will use reasonable efforts to meet estimated schedules but lead times may be affected by circumstances outside INSA's reasonable control, including manufacturing delays, raw-material shortages, supplier delays, carrier delays, port congestion, customs or biosecurity inspections, industrial action, severe weather, natural disasters, government action and other supply-chain disruptions.

INSA will use reasonable efforts to communicate material delays when practicable.

14. Freight and Delivery

Freight arrangements will be as specified in the quotation or otherwise agreed with the Customer.

Unless expressly included in the quotation, additional charges including customs examinations, biosecurity inspections, storage, demurrage, detention, port charges, government charges, re-delivery charges and other exceptional third-party costs may be charged to the Customer where reasonably incurred in connection with the Customer's order.

15. Duties, Taxes and Government Charges

Unless expressly stated otherwise, customs duties, GST, import taxes, government charges and similar costs are payable by the Customer.

Where preferential or reduced duty treatment depends upon a Certificate of Origin or other documentation, INSA will use reasonable efforts to obtain the required documentation but cannot guarantee acceptance or eligibility as determined by Australian Border Force or another relevant authority.

16. Insurance

Cargo or transit insurance will only be arranged where expressly requested by the Customer or included in the quotation.

Where the Customer elects not to obtain offered cargo or transit insurance, the goods may travel uninsured, subject to any rights or liabilities that cannot lawfully be excluded.

17. Inspection and Quality Control

INSA may arrange factory inspections, pre-shipment inspections, laboratory testing, product testing or other quality-control services where requested or included in the quotation.

Unless expressly included in the quotation, third-party inspection, testing and certification costs are additional.

Inspection and quality-control processes are intended to reduce manufacturing and supply risk but do not constitute a guarantee that every individual unit will be completely free from defects.

18. Inspection Following Delivery and Claims

The Customer should inspect goods promptly following delivery.

Any apparent shortage, transit damage, incorrect goods or visible defect should be reported to INSA as soon as reasonably practicable after discovery, together with photographs, quantities affected, batch or carton information and other evidence reasonably required to investigate the matter.

INSA will investigate legitimate claims and, where relevant, liaise with the manufacturer, supplier, carrier, insurer or other relevant party.

Nothing in this clause excludes, restricts or modifies any right or remedy that cannot lawfully be excluded.

19. Cancellation and Changes

Many goods supplied by INSA may be specially manufactured, sourced, purchased, imported or otherwise committed specifically for a Customer.

Where the Customer cancels or changes an accepted order after INSA has incurred or irrevocably committed costs, the Customer may be required to pay reasonable costs already incurred or committed in connection with that order.

Such costs may include materials, manufacturing, tooling, moulds, sampling, testing, certification, supplier cancellation charges, freight and other third-party costs.

INSA will take reasonable steps to minimise avoidable costs.

20. Customer-Supplied Intellectual Property

The Customer warrants that it has the necessary rights and permissions to use and reproduce any logo, trademark, artwork, design, drawing, specification or other intellectual property supplied to INSA.

The Customer authorises INSA and its suppliers to use such material solely as reasonably necessary to fulfil the Customer's order.

The Customer is responsible for third-party claims arising from intellectual property supplied by the Customer, except to the extent caused by an unauthorised act or modification by INSA.

21. Confidentiality

Each party must keep confidential any commercially sensitive or confidential information received from the other party and use that information only for purposes reasonably connected with the business relationship.

This obligation does not apply where disclosure is authorised by the other party, reasonably required to fulfil the relevant order, required by law, or where the information is already lawfully in the public domain.

22. Australian Consumer Law

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other applicable legislation.

23. Warranties

Any express product warranty offered by INSA will be specified in the quotation, product documentation or other written agreement.

Manufacturer warranties may apply to particular goods and, where applicable, INSA will provide reasonable assistance to the Customer in accessing such warranties.

Any voluntary or manufacturer warranty is in addition to any rights that cannot lawfully be excluded.

24. Liability

To the maximum extent permitted by law, INSA is not responsible for loss or damage to the extent caused by:

(a) incorrect, incomplete or inaccurate information, measurements, specifications or instructions supplied by the Customer;

(b) specifications, samples, drawings, artwork or other matters approved by the Customer;

(c) incorrect installation, assembly or commissioning not performed by INSA;

(d) misuse, neglect, improper storage or unauthorised modification of the goods;

(e) use of goods outside their specified or reasonably intended operating conditions;

(f) failure to follow applicable installation, operating, maintenance or safety instructions; or

(g) events outside INSA's reasonable control.

Nothing in these Terms excludes, restricts or modifies liability that cannot lawfully be excluded, restricted or modified.

25. Events Outside Reasonable Control

Neither party will be liable for delay or failure to perform an obligation to the extent caused by circumstances outside that party's reasonable control.

Such circumstances may include natural disasters, severe weather, fire, flood, war, civil disturbance, government action, epidemics, industrial action, port closures, transportation disruption, supply shortages and significant interruption to international supply chains.

The affected party must take reasonable steps to minimise the impact and resume performance when reasonably practicable.

26. Dispute Resolution

If a dispute arises in connection with an order or these Terms, the parties will first attempt in good faith to resolve the matter through direct discussion.

If the dispute cannot be resolved, either party may propose mediation before commencing court proceedings.

Nothing in this clause prevents either party from seeking urgent legal relief or taking reasonable action to recover an undisputed overdue debt.

27. Governing Law

These Terms and any agreement between INSA and the Customer are governed by the laws of South Australia, Australia.

The parties submit to the jurisdiction of the courts of South Australia and applicable Commonwealth courts.

28. Order of Precedence

The accepted quotation, agreed written specifications, INSA's accepted order or order confirmation, and these Terms collectively form the agreement between INSA and the Customer.

Where a specific term expressly agreed in writing for a particular transaction conflicts with these general Terms, the specifically agreed term will prevail to the extent of the inconsistency.

29. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision will be read down to the extent necessary or, where that is not possible, severed without affecting the remaining provisions.

30. Changes to These Terms

INSA may update these Terms from time to time.

The Terms applicable to an order will be the version provided or made available to the Customer when the relevant quotation or order was accepted, unless the parties subsequently agree otherwise in writing.