General Terms and Conditions of Sale

1. GENERAL

The following General Terms and Conditions of Sale ("Terms and Conditions") apply to and form an integral part of all agreements entered into between Innomate Pty Ltd ("Innomate") and the purchaser ("Buyer") for any sale of goods and services ("Products") by Innomate to the Buyer, unless explicitly agreed otherwise in writing.

These Terms and Conditions apply in addition to, and in parallel with, Innomate's "Service Terms of Use," which apply to any natural or legal person purchasing, accessing, or otherwise using certain services offered by Innomate relating to the processing of various data recorded by and/or transmitted via the Products.

2. FEE

All prices are quoted as net prices and do not include Goods and Services Tax (GST) or any other potential taxes or customs duties, which are to be paid additionally by the Buyer in the amount specified by applicable law.

3. INVOICING & PAYMENT

Payment shall be made in full within fourteen (14) days from the date of the invoice. Payment is considered made on the day the payable sum is received by Innomate. All payments shall be made to the agreed-upon Innomate bank account. Innomate reserves the right to require advance payment.

All late payments accrue interest at the rate of nine and a half per cent (9.5%) per annum or any higher statutory rate applicable, from the due date until payment has been made in full. This shall not preclude any other rights and remedies Innomate may have under applicable law concerning such late payments.

In case of previous payment default or reasonable doubt regarding the solvency or credit standing of the Buyer, Innomate reserves the right to demand security or prepayment for any outstanding delivery or to declare immediate maturity of all outstanding claims.

4. ORDERS

Orders are placed by a purchase order, stating (i) the type and amount of units in the order, (ii) shipment address, (iii) the ABN number of the Buyer, if applicable, (iv) contact person with Innomate, and (v) contact person with the Buyer. The Purchase Order shall be sent by email to accounts@innomate.com.au, clearly marking the contact person with Innomate. All orders shall be confirmed by an order confirmation from Innomate. An agreement for the sale and purchase of Products is concluded and binding when there is an unconditional acceptance of either 1) the Buyer's purchase order by Innomate or 2) Innomate's quotation/offer by the Buyer.

5. FORCE MAJEURE

Innomate shall not be liable for delayed or defective Products, or any other failure to meet its obligations under these Terms and Conditions and/or the agreement entered into with the Buyer, provided that the event in question is due to an unforeseen circumstance or cause beyond its control. This includes any strike, lock-out, labour dispute, act of God, inability to obtain labour, utilities or services, application of applicable laws, enemy or hostile actions, sabotage, war, blockades, insurrections, riots, epidemics, washouts, nuclear and radiation activity or fallout, civil disturbances, explosions, fire or other casualty, or any other cause, whether similar to or dissimilar from the foregoing, provided that it is beyond the control of Innomate. Innomate shall promptly notify the Buyer of the occurrence of any such event.

In the event of any such delay, defect or failure to fulfil an obligation, performance of the affected obligation shall be suspended for a period of time equal to the time of such delay, unless the delay continues for more than three (3) months, in which case Innomate may terminate the agreement in question with immediate effect without incurring any liability.

6. INTELLECTUAL PROPERTY RIGHTS

The sale and purchase of Products shall not imply any transfer or licensing of any intellectual property rights from Innomate to the Buyer, or vice versa.

7. LIMITED WARRANTY

Innomate warrants that the Products shall substantially conform to Innomate's specifications and be free from defects in design, materials, and workmanship under normal use and service for which the Products were designed for a period of twelve (12) months, calculated from the date of delivery.

8. LIMITATION OF LIABILITY

Innomate's maximum and accumulated liability towards the Buyer related to Innomate's performance, whether based on provisions in these Terms and Conditions, applicable law, statutes, tort law or otherwise, and irrespective of Innomate's conduct, shall in any event be limited to an amount equal to the purchase price or value of the disputed Products, whichever is lower.

Innomate shall not be liable for any lost profits or savings, loss of reputation or goodwill, claims of third parties, or any indirect, incidental, punitive, special or consequential damages, whatsoever, whether based upon breach of warranty, breach of contract, negligence, strict liability, other legal theory or any background legislation, or other losses or expenses incurred by the Buyer or any third party.

Further, Innomate shall in no event, irrespective of its conduct, be liable towards the Buyer or any third party for 1) losses or damages related to data or information stored in Products or in cloud services, or 2) losses or damages relating to the Products, other equipment, services, property or personnel, not even if such loss or damage is caused by defective Products, inaccurate or incorrect data, or malfunctioning services offered by Innomate.

9. GOVERNING LAW AND DISPUTE RESOLUTION

The laws of New South Wales shall govern the validity, interpretation, and enforcement of these Terms and Conditions and of any contract of which these Terms and Conditions are a part, unless otherwise agreed to.

Any dispute arising from these Terms and Conditions shall be subject to the exclusive jurisdiction of the Court of NSW.

Notwithstanding the foregoing, Innomate reserves the right to institute any legal proceedings against the Buyer in the jurisdiction of the Buyer's place of business, or in any other jurisdiction where harm to Innomate is occurring.

10. MISCELLANEOUS

Should any of the clauses above, in whole or in part, be legally invalid, the validity of the other clauses of these Terms and Conditions shall remain unaffected.

Any failure to exercise, or delay in exercising, any right or remedy arising from these Terms and Conditions shall not operate as a waiver thereof.

11. CONFIDENTIALITY

Information released by Innomate in proposals, tenders, quotes, and documentation contains legally privileged and confidential information intended solely for the use of the addressee. If you are not the intended recipient, you are hereby notified that any reading, dissemination, distribution, copying, or other use of the provided information is strictly prohibited. This information remains the property of Innomate Pty Ltd and is not to be distributed outside your company without expressed written permission from Innomate Pty Ltd.

12. TERMINATION

Innomate may terminate the agreement and these Terms and Conditions at any time by providing written notice to the Buyer in the event that:

  1. a) The Buyer breaches any of the provisions of these Terms and Conditions and fails to remedy such breach within thirty (30) days after receipt of written notice from Innomate specifying the breach and requiring it to be remedied;
  2. b) The Buyer becomes insolvent, is unable to pay its debts when they are due, ceases to trade, has a receiver or manager appointed over its whole or any part of its assets, makes any composition with its creditors, takes or suffers any similar action in consequence of debts, or any action is taken for or in connection with its winding-up, except for the purpose of a solvent amalgamation or reconstruction.

Upon termination of the agreement for any reason:

  1. a) All outstanding sums owed by the Buyer to Innomate shall immediately become due and payable;
  2. b) Each party shall return and make no further use of any equipment, property, documentation, and other items (and all copies of them) belonging to the other party.

Termination of the agreement shall not affect the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of these Terms and Conditions which existed at or before the date of termination.

13. UPDATES TO THE TERMS AND CONDITIONS

Innomate reserves the right to change, modify, add, or remove portions of these Terms and Conditions at any time and at its sole discretion. Any changes will be effective immediately upon posting on Innomate's website or upon providing notice to the Buyer. It is the Buyer's responsibility to review these Terms and Conditions periodically. The Buyer's continued use of Innomate's products and services following the posting or notice of changes will mean that the Buyer accepts and agrees to the changes.

14. RETURNS AND REFUNDS

All sales are final. Returns and refunds are at the sole discretion of Innomate and will only be considered in exceptional circumstances. Any request for a return or refund must be made in writing within seven (7) days of receipt of the Products.

15. INDEMNIFICATION

The Buyer agrees to indemnify, defend, and hold harmless Innomate, its officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including reasonable legal fees, resulting from any violation of these Terms and Conditions or any activity related to the Buyer's account (including negligent or wrongful conduct) by the Buyer or any other person accessing the Products using the Buyer's account.

16. SEVERABILITY

If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect and enforceable.

17. ASSIGNMENT

The Buyer may not assign, sublicense, or otherwise transfer any of its rights under these Terms and Conditions without the prior written consent of Innomate.

18. ENTIRE AGREEMENT

These Terms and Conditions, along with any other policies or guidelines referenced herein, constitute the entire agreement between Innomate and the Buyer and supersede all prior agreements, understandings, and communications, whether oral or written, between Innomate and the Buyer.

19. NOTICES

All notices, requests, and other communications under these Terms and Conditions must be in writing and will be deemed to have been duly given when received by the addressee. Notices to Innomate must be sent to the attention of Customer Service at accounts@innomate.com.au, or to such other address that may be designated by Innomate. Notices to the Buyer will be sent to the email or mailing address provided by the Buyer during the purchase process.