GENERAL TERMS AND CONDITIONS

1. Definitions
Customer means the person the party purchasing the Goods from OmegaTech.
Goods means the goods manufactured and/or held in stock by OmegaTech.
GST means the Goods and Services Tax payable under A New Tax System (Goods and Services Tax) Act 1999 (C’th)
OmegaTech means Omega Technical Services Pty Ltd.
Price means the total amount of money or other consideration payable by the Customer to OmegaTech for the Goods, as specified in the order, quote or as otherwise agreed in writing between OmegaTech and the Customer.
Terms and Conditions means the provisions, requirements, rules, and stipulations set forth in this document, which govern the rights, responsibilities, and obligations of the parties involved in the agreement, including any schedules, appendices, and amendments thereto.

1. Acceptance and Orders
1.1 The Customer agrees that the Customer is bound by these Terms and Conditions and accepts these Terms and Conditions without modification by doing any of the following:
a) signing a document containing these Terms and Conditions;
b) signing an order form that refers to these Terms and Conditions; or
c) making payment of an invoice / proforma invoice that refers to these Terms and Conditions; or
d) by accepting delivery of, or taking possession of, any Goods provided by OmegaTech.
1.2 Where the Customer comprises more than one person each of those persons shall be jointly and severally liable for all payments of the Price.
1.3 The Customer is liable for the payment of the Price upon acceptance of any order by OmegaTech, at the time the order is accepted.
1.4 OmegaTech reserves the right to accept any order in whole or in part, or to decline any order, and will notify the Customer of such acceptance or rejection within fourteen (14) days of receipt of the order.
1.5 The Customer acknowledges and accepts that the Goods offered to the Customer are at the sole discretion of OmegaTech and may be varied from time to time by OmegaTech. The Customer expressly agrees that the Customer will have no recourse against OmegaTech in relation to such changes, provided that such changes do not materially alter the nature of the products initially agreed upon.
1.6 This agreement commences on the date the Customer places an order and continues until terminated in accordance with these Terms and Conditions.

2. Price and Payment
2.1 Unless stated otherwise, the Price is exclusive of GST.
2.2 The Customer must pay the Price plus the requisite GST in relation to each order to OmegaTech on or before the due date specified on the invoice.
2.3 Any discount or reduction applied to the Price, at the discretion of OmegaTech, will only apply where payment is made in accordance with these Terms and Conditions and payment is received on or before the due date specified on the invoice. Any discount or reduction specified will otherwise not apply.
2.4 The Customer must pay interest on any outstanding amount not paid by payment due date. Interest will be calculated at the rate of 10% per annum. Interest will accrue daily from the payment due date until the outstanding amount is paid in full.
2.5 All prices shall be quoted or in accordance with OmegaTech’s price list current at the time of order whichever shall be the higher. Such price lists are subject to the conditions (if any) stated thereon. Verbal quotations are subject to written confirmation.

3. Delivery and Risk
3.1 OmegaTech shall not be liable for any delays in delivery of the Goods, regardless of the cause of such delays.
3.2 Risk in the Goods passes to the Customer at the point the good are handed over to the carrier for delivery, regardless of whether OmegaTech procures the delivery services. OmegaTech is not liable for any loss, damage or delay once the Goods are in the possession of the carrier.
3.3 If delivery of the Goods cannot occur on the specified delivery date, OmegaTech shall notify the Customer as soon as practicable, and the parties shall agree on a new delivery date.
3.4 OmegaTech may deliver the Goods in instalments if specified in the order. Each instalment shall be deemed to be a separate contract, and any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment .
3.5 OmegaTech will not accept return of Goods unless the return is authorised in writing by OmegaTech.
3.6 Goods specially purchased, manufactured, or to Customers specifications are not returnable.
3.7 Delivery of Goods shall be deemed to have occurred at the time the Goods are collected by the Customer or, if OmegaTech has agreed to deliver the Goods, in accordance with clause 3.2.
3.8 The Customer can nominate to pay the cost of insurance of Goods in transit by providing notice to OmegaTech at the time of ordering the Goods.
3.9 The Customer shall pay all charges related to delivery and collection of the Goods including but not limited to labour, installation and transportation charges.

4. Retention of title
4.1 OmegaTech reserves certain rights in relation to the Goods until all accounts owed by the Customer to OmegaTech are fully paid. The rights are:
a) the ownership of the Goods;

b) to enter the Customer’s premises (or the premises of any associated company or agent where the Goods are located) without liability for trespass or any resulting damage and retake possession of the Goods; and
c) subject to, and in accordance with, the Personal Property Securities Act 2009 (Cth) (PPSA), to keep or resell any Goods repossessed under to clause 4.1(b) above.
4.2 If the Goods are resold, or products manufactured using the Goods are sold, by the Customer, the Customer will hold such part of the proceeds of any such sale as represents the invoice price of the Goods sold or used in the manufacture of the Goods sold in a separate identifiable account as the beneficial property of OmegaTech and shall pay such amount to OmegaTech upon request. Despite the provisions above, OmegaTech is not entitled to maintain an action against the Customer for the Price.
4.3 Prior to title in the Goods passing to the Customer under these Terms and Conditions, the Customer agrees that the Customer has no right or claim to any interest in the Goods to secure any liquidated or unliquidated debt or obligation OmegaTech owes to the Customer.

5. Personal Property Securities Act 2009 (Cth)
5.1 This agreement constitutes a security agreement.
5.2 The interest of OmegaTech in the Goods and all proceeds from the sale of the Goods by the Customer to a third party is a security interest.
5.3 The Customer consents to OmegaTech registering its security interest on the Personal Property Securities Register and agrees to provide all assistance reasonable required by OmegaTech to facilitate registration.
5.4 Until such time as title in the Goods have passed to the Customer as contemplated in these Terms and Conditions, the Customer agrees not to in any way assign, charge, lease or otherwise deal with the Goods in such a manner as to create a security interest over, the Goods in favour of the Customer or any third party. The parties agree that this clause will not prohibit the Customer from selling the Goods in the ordinary course of business.
5.5 The Customer waives its rights to receive any notice under the PPSA (including notice of verification statement) unless the notice is required by the PPSA and cannot be excluded.
5.6 OmegaTech and Customer agree that these Terms and Conditions and all related information and document(s) are confidential (Confidential Information) and will not be disclosed to unauthorised representatives or third parties, except to the extent disclosure is permitted by these Terms and Conditions or required by law. OmegaTech and Customer agrees that OmegaTech will not disclose the Confidential Information pursuant to a request under section 275(1) of the PPSA.
5.7 Unless the Goods are used predominantly for personal, domestic or household purposes, OmegaTech and the Customer agree each of the following requirements or rights under the PPSA do not apply to the enforcement of OmegaTech’s security interest in the Goods or of this Agreement:
a) any requirement for OmegaTech to give the Customer a notice of removal of accession;
b) any requirement for OmegaTech to give the Customer a notice of OmegaTech’s proposed disposal of the Goods;
c) any requirement for OmegaTech to include in a statement of account, after disposal of the Goods, the details of any amounts paid to other secured parties;
d) any requirement for OmegaTech to give the Customer a statement of account if OmegaTech does not dispose of the Goods;
e) any right the Customer has to redeem the Goods before OmegaTech exercises a right of disposal; and
f) any right the Customer has to reinstate this Agreement before OmegaTech exercises a right of disposal of the Goods.
5.8 Expressions defined in the PPSA have the same meaning when used in this Agreement.

6. Limitation of Liability
6.1 Subject to clause 6.2 and to the extent permitted by the Australian Consumer Law (ACL) and relevant state legislation, the sole obligation of OmegaTech under this agreement is to use its best endeavours to provide the Goods, or to repair the Goods, or repair or replace (at OmegaTech’s discretion) any part of the Goods which is found to be defective during the period of warranty (the applicable warranty period for each good will be specified in the relevant product documentation or as otherwise agreed in writing between OmegaTech and the Customer). OmegaTech will not be liable for any other claims or damages including, but not limited to, claims for faulty design, negligent or misleading advice, damages arising from loss or use of the Goods, and any indirect, special or consequential damages or injury to any person, corporation or other entity.
6.2 If any Goods supplied under this agreement are supplied to the Customer as a “consumer” of Goods or services within the meaning of that term in ACL (as amended) or relevant state legislation, the consumer will have the benefit of certain non-excludable rights and remedies in respect of the Goods or services. Nothing in these Terms and Conditions excludes or restricts or modifies any condition, warranty, right or remedy which pursuant to the ACL or similar legislation is so conferred. If the product is a product not ordinarily acquired for personal, domestic or household use or consumption, under section 64A of the ACL and similar provisions of relevant state legislation, OmegaTech limits its liability to payment of an amount equal to the lowest of:
a) the cost of replacing the Goods or supplying equivalent Goods;
b) the cost of repair of the Goods; or
c) the cost of having the Goods repaired or replaced.
6.3 Subject to clause 6.2, OmegaTech is not liable for default or failure in performance of its obligations pursuant to this agreement resulting directly or indirectly from acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods, the elements, strikes, labour disputes, shortage of suitable parts, components, materials including ink, chemicals and paper, labour or transportation or any other cause beyond the reasonable control of OmegaTech.

6.4 Subject to clause 6.2, OmegaTech is not responsible for any loss caused by an error or defect in the Goods or errors or faults caused by any components or consumable used in the manufacturing of the Goods, supplied by any person.

7. Indemnity
7.1 The Customer shall indemnify, defend, and hold harmless OmegaTech, its affiliates, and their respective officers, directors, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees and expenses) arising out of or in connection with:
a) Any breach by the Customer of any representation, warranty, covenant, or obligation under these Terms and Conditions;
b) Any act or omission of the Customer, its employees, agents, or subcontractors in connection with the performance of these Terms and Conditions;
c) Any claim made by a third party against OmegaTech relating to the Goods after the risk has passed to the Customer, including but not limited to claims for personal injury, death, or property damage;
d) Any infringement or alleged infringement of any intellectual property rights arising from the Customer’s use, sale, or distribution of the Goods.
7.2 OmegaTech shall promptly notify the Customer in writing of any claim or action brought against any of the Indemnified Parties for which indemnity is sought under this clause. The Customer shall have the right to assume and control the defence of such claim or action with counsel of its choice, subject to OmegaTech’s right to participate in such defence at its own expense.
7.3 The indemnity obligations of the Customer under this clause shall survive the termination or expiration of these Terms and Conditions.

8. Termination
8.1 Either party may terminate this agreement immediately by written notice to the other party if the other party is in breach of any material term of these Terms and Conditions and, where the breach is capable of remedy, has failed to remedy the breach within five (5) business days after receipt of written notice from the terminating party describing the breach and calling for it to be remedied.
8.2 Either party may terminate this agreement immediately by written notice to the other party if the other party enters into a deed of arrangement, an order is made for it to be wound up, an administrator, receiver, receiver manager, or liquidator is appointed to that other party, that other party would be presumed to be insolvent by a court in any of the circumstances referred to in the Corporations Act, or that other party otherwise becomes unable to pay its debts as and when they become due and payable
8.3 Either party may terminate this agreement at any time by providing five (5) business days’ written notice to the other party. The terminating party must reimburse the other party in respect of any expenses which are substantiated and properly incurred directly as a result of that termination, but only to the extent that those expenses could not have been mitigated by the other party
8.4 Upon termination of this agreement, each party must promptly return to the other party any property and all related data, documentation, and records, including any confidential information of the other party in its possession, custody, or control. OmegaTech must deliver to the Customer any ordered Goods that are the subject of orders accepted before the termination date in accordance with this agreement. The Customer must pay to OmegaTech the price for any ordered goods delivered and any outstanding invoices relating to ordered Goods delivered before the termination date in accordance with this agreement.

9. Notices
9.1 Any notice required to be given under these Terms and Conditions must be in writing and delivered to the other party’s address as specified in the credit agreement.
9.2 Notices will be deemed to have been received on the date of delivery if delivered by hand, or three business days after being sent by registered post or where agreed by the parties, an email address as nominated in writing by the party.

10. Dispute Resolution
10.1 If a dispute arises between the Company and the Customer in connection with these Terms and Conditions, the parties must first attempt to resolve the dispute through good faith negotiations.
10.2 If the dispute is not resolved within 10 business days of the commencement of negotiations, either party may refer the dispute to mediation by providing written notice to the other party.
10.3 Within 14 business days of the notice of mediation, the parties must agree on a mediator. If the parties cannot agree on a mediator, the mediator will be appointed by the Resolution Institute.
10.4 The parties will share the cost of the mediator equally, but each party will bear its own costs of the mediation.
10.5 If the dispute is not resolved through mediation within 20 business days of the appointment of the mediator, either party may commence legal proceedings or arbitration by providing written notice to the other party.
10.6 This clause does not prevent either party from seeking urgent interlocutory relief in an Australian court of competent jurisdiction if such relief is necessary to prevent irreparable harm.
10.7 Compliance with the dispute resolution procedures in this clause is a condition precedent to the commencement of any litigation or arbitration proceedings in respect of such dispute.

11. Breach
11.1 Either party may terminate this agreement immediately by written notice to the other party if the other party is in breach of any material term of this agreement and, where the breach is capable of remedy, has failed to remedy the breach within five (5) business days after receipt of written notice from the terminating party describing the breach and calling for it to be remedied

11.2 For the purposes of this clause, a breach of payment obligations by the Customer will be deemed a material breach.

12. Severance
12.1 If any provision of these Terms and Conditions is found by a court of competent jurisdiction or arbitral tribunal to be void, illegal, invalid, or unenforceable in any jurisdiction for any reason, then unless that provision is fundamental to the operation of these Terms and Conditions, it must be read down to the extent possible to ensure its legality, validity, and enforceability in that jurisdiction, and if that is not possible, it must be severed from these Terms and Conditions .
12.2 The reading down or severance of any provision under clause 12.1 will not affect the continued operation of the remaining provisions of these Terms and Conditions in that jurisdiction or of any provision of these Terms and Conditions in any other jurisdiction

13. Amendments
OmegaTech may at any time alter its conditions of sale, including these Terms and Conditions in respect of all transactions. The amended conditions will apply immediately if the Customer has received notification of the amendments.

14. Performance and Representations
14.1 The Customer acknowledges that neither OmegaTech nor any person purporting to act on its behalf has made any representation or given any promise or undertaking which is not expressly set out in these Terms and Conditions whether as to the fitness of the Goods for any particular purpose or any other matter.
14.2 No failure or delay by OmegaTech to exercise any right, remedy or power under these Terms and Conditions or at law will operate as a waiver of that right, remedy or power.

15. Sub-Contracting
OmegaTech reserves the right to sub-contract the manufacture and/or supply of any part of the Goods to be supplied.

16. Intellectual Property
16.1 OmegaTech retains all rights, title, and interest in and to any intellectual property, including but not limited to patents, trademarks, copyrights, designs, trade secrets, and any other proprietary information, whether registered or unregistered, that is used or created in the course of manufacturing the Goods supplied to the Customer.
16.2 The Customer acknowledges that any intellectual property provided by OmegaTech is for the sole purpose of using the Goods as intended and does not grant the Customer any rights to use, reproduce, modify, or distribute the intellectual property beyond what is necessary for the intended use of the Goods.
16.3 The Customer must not, and must ensure that its employees, agents, and subcontractors do not, misuse, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas, algorithms, structure, or organisation of any intellectual property of OmegaTech.
16.4 The Customer must treat all intellectual property and any related information provided by OmegaTech as confidential and must not disclose such information to any third party without the prior written consent of OmegaTech, except as required by law or as necessary to use the Goods for their intended purpose.
16.5 Upon termination or expiration of the agreement, or upon OmegaTech’s request, the Customer must return or destroy all materials containing OmegaTech’s intellectual property and provide written certification of such return or destruction.
16.6 OmegaTech reserves the right to seek injunctive relief, damages, or any other remedies available at law or in equity in the event of a breach of this clause by the Customer.
16.7 The obligations under this clause will survive the termination or expiration of the agreement.

17. Privacy
17.1 OmegaTech is committed to managing and protecting customer personal information in accordance with the Privacy Act 1988 (Cth) and other applicable privacy laws.
17.2 The Customer acknowledges and agrees that OmegaTech may collect, use, and disclose personal information provided by the Customer for the purposes of conducting credit checks, assessing creditworthiness, and managing credit risk.
17.3 OmegaTech may disclose the Customer’s personal information to credit reporting bodies, financial institutions, and other third parties as necessary to conduct credit checks and assess the Customer’s creditworthiness.
17.4 OmegaTech will take reasonable steps to ensure that the personal information collected, used, or disclosed is accurate, complete, and up-to-date, and will protect such information from misuse, interference, loss, unauthorised access, modification, or disclosure.
17.5 The Customer has the right to request access to and correction of their personal information held by OmegaTech. Any such requests should be made in writing to OmegaTech.
17.6 OmegaTech will promptly notify the Customer and the Office of the Australian Information Commissioner in the event of an eligible data breach involving the Customer’s personal information, in accordance with the requirements of the Privacy Act 1988 (Cth).

18. Governing Law
The law of Western Australia governs this Agreement. The parties submit to the non-exclusive jurisdiction of the courts of Western Australia and the Federal Court of Australia.