These Terms and Conditions of Sale apply to the supply of goods and related services by AUTOM-8 SYSTEMS PTY LTD ABN 31 061 501 568 trading as Platypus Analytics. In these Terms, Customer means the person or entity purchasing goods or services from Platypus Analytics, including any distributor, reseller, agent, trade customer or end customer, as applicable. Products means products, parts, accessories and other goods supplied by Platypus Analytics, including the Platypus Jar Tester and DAF Test Accessories ranges.
01 Application of these Terms
1.1 These Terms apply to every quotation, order and supply of Products or services by Platypus Analytics unless otherwise agreed by us in writing.
1.2 By placing an order, accepting a quotation, completing a distributor or trading account application, accepting delivery of Products or otherwise proceeding with a purchase from us, the Customer agrees to these Terms.
1.3 If there is any inconsistency between documents governing a transaction, the following order of precedence applies:
a. any separately signed agreement between Platypus Analytics and the Customer;
b. the specific terms stated in our quotation or written order confirmation;
c. these Terms; and
d. any other document forming part of the transaction.
1.4 Any terms contained in a Customer purchase order, procurement portal, supplier registration system or other Customer document do not vary or replace these Terms unless Platypus Analytics expressly agrees to those terms in writing.
1.5 A reference in a Customer purchase order to its own purchasing terms does not, by itself, constitute acceptance of those terms by Platypus Analytics.
02 Accounts and Credit Terms
2.1 Establishment of a customer, distributor or trading account is subject to approval by Platypus Analytics.
2.2 Unless credit terms have been expressly approved by Platypus Analytics in writing, payment in full is required prior to despatch.
2.3 A request for credit terms does not constitute approval of credit. Platypus Analytics may undertake reasonable credit checks and request trade references or other information before approving a credit account.
2.4 Any approved credit terms, including payment period and any credit limit, will be communicated separately in writing.
2.5 Platypus Analytics may review, reduce, suspend or withdraw credit facilities where reasonably necessary, including where invoices are overdue, an approved credit limit is exceeded, the Customer's financial circumstances materially change, the Customer materially breaches these Terms, or continued extension of credit presents an unacceptable commercial risk.
2.6 Withdrawal or suspension of credit does not affect payment obligations for Products already supplied.
03 Quotations and Orders
3.1 Unless otherwise stated, quotations issued by Platypus Analytics are valid for 60 days from the quotation date.
3.2 A quotation is an invitation for the Customer to place an order and does not require Platypus Analytics to supply Products until we have accepted the order.
3.3 An order is accepted when Platypus Analytics confirms acceptance in writing, issues an order acknowledgement or invoice, commences manufacture or preparation specifically for that order, or otherwise expressly confirms acceptance.
3.4 We may decline an order before acceptance, including where Products are unavailable, pricing has changed materially, a manifest pricing error has occurred, credit approval is unavailable or the requested delivery arrangements cannot reasonably be met.
3.5 Changes requested by the Customer after an order has been accepted may be subject to revised pricing, lead times and other conditions.
3.6 Customised or specially manufactured Products may be subject to additional terms specified in the relevant quotation.
04 Pricing, Currency, GST and Taxes
4.1 Unless otherwise stated, all prices are expressed in Australian Dollars (AUD).
4.2 For supplies made within Australia, prices are exclusive of GST unless expressly stated otherwise. Where GST is applicable, GST will be added to the price at the applicable rate.
4.3 Freight, insurance, packaging, customs charges, taxes, duties and other delivery-related charges are additional unless expressly included in our quotation.
4.4 Pricing applicable to an accepted order will be the pricing contained in the applicable quotation or order confirmation.
4.5 Published or distributed price lists may be changed from time to time and do not constitute an offer to supply Products indefinitely at the listed price.
4.6 A new price list supersedes previous price lists from its stated effective date but will not ordinarily affect an order already accepted by Platypus Analytics unless otherwise agreed.
4.7 Platypus Analytics may correct genuine typographical, administrative or calculation errors in quotations, price lists or invoices.
05 Distributor Pricing and Recommended Retail Pricing
5.1 Distributor, reseller or trade pricing may be made available to approved accounts at the discretion of Platypus Analytics.
5.2 Eligibility for distributor pricing may depend on account status, market, product range, purchasing arrangements or other commercial factors agreed between the parties.
5.3 Any price described as a Recommended Retail Price, RRP, recommended resale price or similar is a recommendation only.
5.4 A distributor or reseller remains independently responsible for determining the price at which it advertises or resells Products.
5.5 Platypus Analytics does not require a distributor or reseller to sell at or above a recommended resale price, and access to distributor pricing is not conditional on compliance with a recommended resale price.
5.6 Distributor pricing does not prevent Platypus Analytics from selling Products directly or through other distributors or resellers unless an exclusive arrangement has been expressly agreed in a separate written agreement.
06 Payment and Overdue Accounts
6.1 Payment must be made in accordance with the terms specified in our quotation, invoice or approved credit arrangement.
6.2 Unless otherwise approved in writing, payment must be received in cleared funds before Products are despatched.
6.3 The Customer must make payment without deduction, set-off or withholding except where required by law or where the amount is genuinely disputed and the Customer has notified us promptly.
6.4 If an amount becomes overdue, Platypus Analytics may, after giving reasonable notice where appropriate, suspend further deliveries or orders, place the Customer's account on hold, withdraw or vary credit facilities, and recover reasonable costs incurred in collecting the overdue amount.
6.5 Any dispute concerning an invoice must be raised promptly. The Customer must pay any undisputed portion of the invoice by the applicable due date.
6.6 Payment is not deemed received until cleared funds are available to Platypus Analytics.
07 Freight, Delivery, Risk and Title
7.1 Freight and delivery arrangements will be specified in the quotation or otherwise agreed with the Customer.
7.2 Freight charges may be estimated at quotation stage and may be adjusted where carrier charges, fuel surcharges, destination charges or other shipping costs change before shipment. Any material change will be communicated to the Customer before despatch where practicable.
7.3 Delivery dates and transit times are estimates unless expressly guaranteed in writing.
7.4 Where an Incoterm is specified in a quotation or order confirmation, the applicable Incoterms 2020 rule will determine the parties' respective delivery obligations and transfer of risk.
7.5 Where no Incoterm or alternative risk transfer point is specified, risk in the Products passes to the Customer upon delivery to the Customer or its nominated recipient at the agreed delivery address.
7.6 Legal title to Products remains with Platypus Analytics until all amounts owing in respect of those Products have been received in cleared funds, to the extent permitted by law.
7.7 Risk and title may therefore pass at different times.
7.8 The Customer must inspect Products promptly following delivery and notify Platypus Analytics as soon as reasonably practicable of apparent transit damage, shortages, incorrect Products or other readily apparent delivery discrepancies.
7.9 Nothing in this clause limits rights or remedies that cannot lawfully be excluded.
08 International Orders, Duties and Customs
8.1 International freight arrangements and applicable Incoterms will be specified in the quotation or order confirmation where relevant.
8.2 Unless the agreed delivery terms expressly provide otherwise, the Customer is responsible for import duties, customs charges, destination taxes, customs brokerage or clearance charges, local regulatory or inspection fees, and other charges imposed after export from Australia.
8.3 Platypus Analytics will provide reasonable commercial documentation required for export from Australia.
8.4 The Customer is responsible for determining and satisfying import, registration, certification or regulatory requirements applying to Products in the destination country unless Platypus Analytics has expressly agreed otherwise in writing.
09 Lead Times and Product Availability
9.1 Product availability and anticipated lead times may be stated in a quotation or order confirmation.
9.2 Lead times are estimates and may be affected by matters including component availability, production requirements, carrier availability, customs processing and circumstances outside our reasonable control.
9.3 Platypus Analytics will use reasonable efforts to meet advised delivery timeframes and will notify the Customer of material known delays.
9.4 A delay does not automatically entitle the Customer to cancel an accepted order or claim compensation unless required by law or expressly agreed otherwise.
9.5 Where only part of an order is available, Platypus Analytics may offer partial shipment. Additional freight resulting from partial shipment will be agreed with the Customer before shipment.
10 Cancellation, Changes and Returns
10.1 A Customer may request cancellation or amendment of an accepted order, but cancellation or amendment is subject to approval by Platypus Analytics.
10.2 Where we agree to cancel or amend an order, the Customer may be responsible for reasonable costs already incurred in connection with the order, including specially purchased materials or components, custom manufacture or modification, non-refundable freight or supplier charges, and work already performed.
10.3 Custom-made, specially configured or non-standard Products cannot ordinarily be returned because of a change of mind.
10.4 Standard Products may only be returned for change of mind with prior written approval from Platypus Analytics.
10.5 Products must not be returned without obtaining return instructions from Platypus Analytics.
10.6 Any return policy under this clause operates in addition to, and does not exclude or restrict, rights available under applicable law.
11 Product Defects and Warranty Claims
11.1 Platypus Analytics stands behind the quality of its Products and will assess genuine product defect claims promptly and reasonably.
11.2 A Customer becoming aware of an alleged defect should notify Platypus Analytics as soon as reasonably practicable and provide sufficient information for us to assess the issue, which may include product model and serial number where applicable, order or invoice number, a description of the issue, photographs or video where useful, and details of the operating circumstances.
11.3 Platypus Analytics may reasonably request inspection, testing or return of the affected Product before determining the appropriate remedy.
11.4 Any express product warranty separately provided by Platypus Analytics applies in addition to rights and remedies that cannot be excluded under applicable law.
11.5 An express warranty may not cover damage caused by misuse or operation contrary to supplied instructions, unauthorised modification, accidental or external damage, incorrect electrical supply or installation, normal wear and tear, or repair or alteration by an unauthorised person, except to the extent that applicable law provides otherwise.
12 Australian Consumer Law
12.1 Nothing in these Terms is intended to exclude, restrict or modify any guarantee, warranty, right or remedy that cannot lawfully be excluded, restricted or modified, including under the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law.
12.2 Where the Australian Consumer Law applies, the Customer has the benefit of all applicable statutory rights and remedies.
12.3 Any limitations, exclusions or return requirements contained in these Terms apply only to the extent permitted by law.
12.4 Where Platypus Analytics supplies Products to a distributor or reseller for resale, the distributor must not make representations to an end customer that are inconsistent with applicable consumer law or purport to exclude statutory consumer rights.
12.5 Nothing in these Terms prevents an end customer from exercising rights it may have directly against Platypus Analytics as a manufacturer or supplier under applicable law.
13 Product Specifications and Technical Information
13.1 Platypus Analytics may provide specifications, manuals, drawings, photographs, dimensions, performance information and other technical information concerning Products.
13.2 We take reasonable care to ensure technical information is accurate, but minor differences may occur as Products and components are improved or updated.
13.3 We may make reasonable changes to Product design, components or specifications provided that such changes do not materially reduce the Product's intended functionality.
13.4 Where a material specification is critical to the Customer's application, the Customer should identify that requirement before placing an order.
13.5 Unless Platypus Analytics has expressly confirmed suitability for a particular purpose in writing, the Customer remains responsible for assessing whether a Product is appropriate for its intended application.
13.6 Distributors and resellers must not alter technical specifications or make unsupported claims concerning Product capabilities or performance.
14 Platypus Analytics Intellectual Property and Marketing Materials
14.1 All intellectual property rights in the Products and associated materials remain the property of Platypus Analytics or the applicable rights holder.
14.2 This includes, without limitation, the Platypus Analytics name and branding, Platypus product names and trademarks, product photographs and graphics, manuals and technical documentation, drawings and designs, website material, and promotional and marketing content.
14.3 An approved distributor or reseller may use marketing materials supplied or approved by Platypus Analytics solely for the purpose of promoting and reselling genuine Platypus Products during the period in which it maintains an approved account.
14.4 A distributor must not, without prior written approval, materially alter Platypus branding or marketing materials, register a trademark, company name, business name, domain name or social-media identity incorporating Platypus Analytics or a Platypus product name, represent itself as Platypus Analytics, imply that it owns Platypus intellectual property, or manufacture, reproduce or authorise reproduction of Platypus Products or proprietary components.
14.5 Any right to use Platypus Analytics intellectual property ends when the distributor relationship ends, except to the extent reasonably required to sell remaining genuine inventory with our agreement.
15 Confidential Distributor Information
15.1 Distributor price lists, discounts, special pricing, commercial arrangements and other information identified as confidential are confidential information of Platypus Analytics.
15.2 The Customer must not disclose confidential distributor information to third parties except to employees who reasonably require it for their work, to professional advisers subject to confidentiality obligations, with Platypus Analytics' prior written consent, or where disclosure is required by law.
15.3 Distributor pricing may be used by the distributor to prepare quotations and determine its own resale pricing but should not be published as Platypus Analytics' wholesale or distributor pricing.
15.4 Recommended Retail Prices published by Platypus Analytics are not confidential unless expressly identified otherwise.
16 Non-Exclusive Relationship
16.1 Unless a separate written agreement expressly states otherwise, all distributor and reseller appointments are non-exclusive.
16.2 Platypus Analytics may sell directly to customers, appoint other distributors or resellers, and supply Products in the same geographic area or market.
16.3 Appointment as a distributor does not provide the distributor with exclusive rights to any territory, customer, industry or product.
16.4 Any exclusivity, protected territory, minimum purchase requirement or similar arrangement must be documented in a separate written agreement signed by Platypus Analytics.
17 Independent Businesses and No Authority to Bind
17.1 Platypus Analytics and the Customer are independent contracting parties.
17.2 Nothing in these Terms creates a partnership, joint venture, employment relationship, franchise or fiduciary relationship.
17.3 A distributor or reseller is not an agent of Platypus Analytics unless expressly appointed as such under a separate written agreement.
17.4 A distributor or reseller must not enter into contracts on behalf of Platypus Analytics, incur liabilities in our name, make commitments purporting to bind Platypus Analytics, or represent that it has authority to do any of those things.
17.5 A distributor remains responsible for its own quotations, resale contracts, employees, taxes and dealings with its customers.
18 Suspension and Termination of Distributor Accounts
18.1 Either party may end an ongoing non-exclusive distributor relationship by giving 30 days' written notice, unless a separate written agreement provides otherwise.
18.2 Platypus Analytics may suspend an account, credit facility or further supply where reasonably necessary if the Customer materially breaches these Terms, fails to pay an undisputed amount when due, misuses Platypus Analytics intellectual property, makes materially false or misleading representations about Platypus Products, becomes insolvent or is subject to an insolvency process, or engages in conduct reasonably likely to cause material harm to Platypus Analytics or its reputation.
18.3 Where a breach is capable of remedy, Platypus Analytics will ordinarily give the Customer a reasonable opportunity to remedy the breach before terminating the account.
18.4 Termination does not affect accrued payment obligations, extinguish rights arising from earlier transactions, or affect provisions intended to continue after termination, including confidentiality and intellectual property provisions.
19 Limitation of Liability
19.1 Nothing in these Terms excludes or limits liability where doing so would be unlawful.
19.2 Subject to clause 19.1 and to the maximum extent permitted by law, Platypus Analytics is not liable for indirect, special or consequential loss arising from the supply or use of Products, including loss of profit, loss of production, loss of revenue or loss of business opportunity, except to the extent such liability cannot lawfully be excluded.
19.3 The Customer is responsible for ensuring Products are installed, operated and maintained in accordance with applicable instructions and are suitable for the Customer's particular operating environment, except where Platypus Analytics has expressly agreed otherwise.
19.4 To the extent permitted by law, where Platypus Analytics is entitled to limit its liability for a failure to comply with an applicable statutory guarantee, its liability may be limited, at its option and as permitted by law, in the case of goods to replacement of the goods or supply of equivalent goods, repair of the goods, payment of the cost of replacing the goods or acquiring equivalent goods, or payment of the cost of having the goods repaired; and in the case of services to supplying the services again or paying the cost of having the services supplied again.
19.5 No provision of this clause limits any right to compensation or other remedy that cannot legally be limited or excluded.
20 Governing Law
20.1 These Terms and each transaction governed by them are governed by the laws applying in Queensland, Australia.
20.2 The parties submit to the jurisdiction of the courts of Queensland and courts entitled to hear appeals from those courts.
20.3 For international transactions, the governing law and dispute resolution provisions of any separately signed agreement prevail over this clause where inconsistent.
21 Events Outside Reasonable Control
21.1 Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay money already due, where the delay or failure is caused by circumstances beyond that party's reasonable control.
21.2 Such circumstances may include natural disasters, fire, flood, epidemic, industrial disruption, war, government action, transport disruption, customs delay, critical component shortages or major interruption to utilities or communications.
21.3 The affected party must take reasonable steps to minimise the effects of the event and resume performance as soon as reasonably practicable.
22 Notices and Communications
22.1 Notices and routine commercial communications may be provided electronically, including by email.
22.2 The Customer is responsible for keeping its purchasing, accounts and contact details current.
22.3 The Customer should independently verify any purported change to Platypus Analytics bank account details before making payment.
23 General
23.1 A failure or delay by either party to enforce a right does not constitute a waiver of that right.
23.2 If any provision of these Terms is invalid or unenforceable, it is to be read down to the extent necessary or, if that is not possible, severed without affecting the remaining provisions.
23.3 Platypus Analytics may update these Terms from time to time. Updated Terms apply to orders accepted after their stated effective date unless otherwise agreed.
23.4 These Terms do not retrospectively alter the terms governing an order already accepted.
24 Contact Details
AUTOM-8 SYSTEMS PTY LTD trading as Platypus Analytics, ABN 31 061 501 568. PO Box 500, The Gap QLD 4061, Australia.
Sales: sales@platypusanalytics.com
Accounts: accounts@platypusanalytics.com
Website: platypusanalytics.com