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TERMS AND CONDITIONS

Spot Networks Pty Ltd ABN 19 091 374 784 trading as SpotNet Distribution

1. In the following terms and conditions, "we", "us" and "our" refers to Spot Networks Pty Ltd ABN: 19 091 374 784 trading as SpotNet Distribution and "you", "your" refers to the customer.
2. We reserve the right at any time between the time of quotation and/or order and the date of final delivery arrangements of the goods or provision of services to make any reasonable adjustment to prices. Listed prices are subject to change without notice and without recourse to us and quoted prices are determined subject to order quantities and manufacturing options. Prices for international customers will be quoted in Australian Dollars, United States Dollars, Pounds Sterling or Euros, although local currency pricing for international customers will be considered on request.
3. We reserve the right to request prepayment on account of commitment to manufacturing and/or order fulfilment. Delivery dates and times quoted for delivery of goods, or the provision of services, are estimates only and we shall not be liable for any loss or damage howsoever arising as a result or consequence of any failure to deliver or delay in delivery of any goods or services arising from any circumstances of whatsoever nature which are outside our control. You shall not be relieved of any obligation to accept or pay for goods or services by reason of any delay in delivery, dispatch or performance. We reserve the right to deliver by way of partial shipments and each partial shipment shall be deemed to be sold under a separate sales contract. Failure to deliver any shipment shall not entitle the customer to rescind or repudiate the sales contract.
4. An official order, in writing on company letterhead, or equivalent, must be issued to us before any delivery can be effected.

   Orders must clearly state:

   Order Number, Name and Signature of Purchasing Officer, Product code(s), Configuration(s) Required, Unit Pricing and Total Order Value, Delivery Address, Delivery Date/Schedule required, Invoice Address, Special Requirements/Conditions etc.

5. Until we have been paid in full for all goods supplied to you under any contract whatsoever between you and us:
   1. The goods shall remain as our property.
   2. You shall store the goods separately and in such a way that they can be readily identified as being our property.
   3. Subject to (d) and (e), you shall be at liberty to sell the goods in the ordinary course of the business on the basis that you shall be under a fiduciary duty to us and to account to us for the proceeds of such sale but may deduct from such proceeds any excess of such proceeds of the total amount due from you to us under any contract whatsoever, provided that you shall have no authority to enter into any contract of sale on behalf of us. Any contract or sale shall be accordingly concluded in your name.
   4. We may at any time revoke your power of sale by notice to you if you are in default in payment of any sum whatsoever due to us in respect of any goods or services supplied to you by us or any other sums whatsoever or if any bill of exchange, cheque or any other negotiable instrument drawn or accepted by the you in favour of us is dishonoured on presentation for payment or if we have bona fide doubts as to your solvency.
   5. Your power of sale shall automatically cease in the event of the appointment of a Receiver, Receiver and Manager, Administrator or Controller over any, or all of the your assets or undertakings or upon the commencement of a winding up application, the appointment of a Liquidator or if you call a meeting of, or make any arrangement or composition with creditors or commit any act of bankruptcy.
   6. Upon determination of your power of sale under (d) or (e) you shall place the goods at our disposal and we shall be entitled to enter upon any of your premises for the purpose of repossessing such from the premises.
   7. Terms thereafter will be on a strictly cash basis only. Sales will be made subject to our standard Conditions of Sale. In consideration of us granting you credit facilities it is irrevocably agreed as follows:
      1. All goods obtained from us shall be at your risk immediately upon delivery from the agreed delivery point.
      2. Not withstanding that the risk in any such goods had passed to you, title and property in all goods shall remain with us until such times as full payment is made to us for all amounts owing by you in such a way so that your total indebtedness to us under our terms and conditions of sales is discharged.

         It is acknowledged that points 1. and 2. have been specifically drawn to your attention, that you have read and fully understand the terms and accept them without reservation.

6. In the event of you failing to pay any outstanding account owing by you to us or you entering into any scheme of arrangement with your creditors or going into receivership or liquidation, we shall be entitled to a general lien on all property or goods belonging to you in our possession for any outstanding amount owing by you to us. In case contra accounts exist, we have the right to offset the amounts outstanding in all accounts and the net balance will become due and payable immediately.
7. Failure by us to insist upon strict performance of any term or condition herein shall not be deemed a waiver thereof or of any rights we may have, and shall not be deemed a waiver of any subsequent breach of any term or condition.
8. Goods arriving in a condition rendering them unfit for purpose or not as requested by you shall be dealt with by negotiation. All goods that are to be returned to us must be approved prior to shipping and allocated a reference number.
9. Save as expressly provided for in other contracts, we shall not be liable to you or your servants, agents, customers or representatives for any direct, indirect, incidental or consequential loss or damages of any nature howsoever caused (whether based on tort or contract or otherwise) including but not limited to loss of profits, loss of production, loss of sales opportunity or business reputation, direct or indirect labour costs and overhead expenses and damage to equipment or property or any other claim whatsoever arising directly or indirectly or in any way attributable to the performance of the sales contract and in no event shall any claim be recognised unless the claim is in writing and received by us within fourteen (14) days of the date of delivery. In any event, our liability under any sales contract is limited to the replacement of the goods or the supply of equivalent goods or the repair of the goods.
10. These terms and conditions are deemed to be incorporated into all quotations and sales contracts (express or implied) for the supply of goods and services to you and supersede all terms and conditions previously issued by us. We reserve the right to amend these terms and conditions at any time and you agree that the posting of the amended terms and conditions on our web site will serve as notice to you of the amendments. No sales contract for the supply of goods or provision of services shall exist between us and you except upon these terms and conditions unless their exclusion or modification is agreed to in writing by us. Any order placed by you is deemed to be an order incorporating these terms and conditions notwithstanding any inconsistencies in your order. Each order by you is subject to acceptance or rejection by us and is not binding on us prior to our acceptance of it. We may refuse to proceed with any sales contract at any time if your credit is or becomes unsatisfactory to us.
11. You request that we supply you with goods and/or services for which you undertake to pay us the agreed price(s) within the terms agreed. National customer payment terms will be determined by negotiation on an individual basis between us and you. If no such terms have been agreed, payment will be by cleared funds before delivery. All overdue amounts are subject to a penalty interest rate of 15% per annum calculated on a daily basis. Standard international customer payment terms are irrevocable Documentary Letter of Credit or full settlement accompanied by exchange of original Bills of Lading, unless otherwise determined.
12. Trade practices and common law matters pertaining to the supply of goods and/or provision of services to you are deemed to be governed and fall within the jurisdiction of contract laws, Australian Federal Government statutes and international trade agreements, administered by the Commonwealth of Australia and the State of Tasmania.

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