Fire Systems Products
Terms and Conditions of Sale

1. Definitions
   1. “Customer”: a customer whose order for the purchase of Products is accepted by the Supplier.
   2. “PPSA” means the Personal Property Securities Act 2009 (as amended) and any other legislation and regulations in respect of it, and the following words in clause 4 have the respective meanings given to them in the PPSA: financing change statement, financing statement, interested person, personal property, PMSI, register, registration, security agreement, security interest and verification statement.
   3. “Products”: means all goods (including second-hand and reconditioned goods) supplied by the Supplier to the Customer, or ordered by the Customer but not yet supplied, and includes goods described on any quotation, invoice, purchase order or any other document including any recommendations and advice and over which the Supplier may intend to register a Security Interest.
   4. “Services”: means all services supplied by the Supplier to the Customer, or ordered by the Customer but not yet supplied, and includes services described on any quotation, invoice, purchase order or any other document.
   5. “Supplier“: Fire Systems Products Pty Ltd, ACN 162 988 614
   6. “Terms”: these terms and conditions of sale


2. Acceptance of Terms and Conditions
   1. Except to the extent otherwise explicitly agreed in writing between the Supplier and the Customer, these Terms and Conditions (and any credit application completed by the Client and credit guarantees, if applicable) govern the entire relationship between the Supplier and the Customer in connection with the Products or Services and will prevail over any other document (including purchase order terms or procurement terms provided by the Customer from time to time).
   2. An order placed by the Customer is deemed to be an order incorporating these Terms and Conditions.
   3. By placing an order with the Supplier, or signing these Terms and Conditions, the Customer accepts these Terms and Conditions.
   4. These Terms and Conditions replace any previous terms and conditions of sale issued by the Supplier.
   5. The Terms and Conditions are binding on the Customer, its heirs, assignees, executors and trustees.


3. Order acceptance
   1. Verification of information may be required prior to the acceptance of any order placed by the Customer.
   2. Prices and availability of Products and Services are subject to change without notice.
   3. Any error in the information made available by the Supplier in relation to the Products or Services or otherwise will be corrected as soon as practicable, and the Supplier reserves the right to revoke any stated offer and to correct any errors, inaccuracies, or omissions (including after an order has been submitted and payment has been made).


4. Goods and Services Tax
   1. GST refers to Goods and Services Tax under the Goods and Services Act 1999 (GST Act) and terms herein have the meanings contained in the GST Act.
   2. The Supplier and the Customer agree that any and all amounts and other consideration referred to in these Terms and Conditions are exclusive of any GST and that if any GST is imposed on any supply made under these Terms and Conditions, then the party making the supply will collect the GST from the recipient, in addition to any consideration due for the supply.


5. Shipping and Delivery
   1. Products will be delivered by one of the Supplier’s chosen carriers.
   2. Delivery fees are payable by the Customer and will be notified to and paid by the Customer prior to shipping of Products.
   3. Delivery times may vary, and the Supplier will not be liable for any delays in delivery of Products.
   4. The Supplier engages third party couriers and distributors for delivery of the Products. The Customer acknowledges and agrees that the Supplier will not be liable for any acts or omissions of any third party couriers and distributors the Supplier engages to deliver Products.


6. Cancellation of orders by Supplier
   1. The Supplier may cancel any part of an order (including any orders that have been accepted) without any liability to the Customer for that cancellation at any time if:
      1. Any Product in that order is not available;
      2. There is an error in the price or the Product description posted on the Supplier website for the Product in that order; or
      3. The Supplier reasonably believes the Customer has breached these Terms and Conditions, including non-payment of any of the Supplier’s invoices by the Customer.
   2. For the avoidance of doubt, where due to an error the price published or advertised for Products and/or Services is incorrect, the Supplier will not be required to honour the incorrect price.


7. Cancellation or alteration of orders by Customer
   1. The Customer may alter or cancel an order for Products within two (2) business days from the date the order was placed by the Customer by sending an email to the Supplier at sales@firesystemsproducts.com.au. The Supplier will contact the Customer in respect of the alteration or cancellation of the order.
   2. Non-standard and custom ordered Products cannot be returned once ordered unless approved by the Supplier in its absolute discretion.
   3. If the Supplier authorises the return of any Products under this clause 7, the Products shall be sent, in appropriate packaging, back to the Supplier by an authorised carrier. Any Products returned to the Supplier must be returned in an unsoiled, undamaged and resalable condition in their original packing. The Products must be accompanied by a dispatch note stating the Supplier’s original invoice number and reason for return.
   4. Once the returned Products are inspected by the Supplier and if the Supplier accepts the returned Products, the Products shall be refunded or credited to the Customer’s account, as determined by the Supplier in its absolute discretion.
   5. If the Customer alters or cancels an order in accordance with this clause 7, the Customer will indemnify the Supplier against any loss, damage and expense incurred by the Supplier in relation to the alteration or cancellation of that order, including without limitation the cost of return freight, return shipping to factory of origin, items purchased from third parties for inclusion in the Products and all labour and engineering costs incurred by the Supplier in the execution or part execution of the Products.


8. Inspection of Products Delivered
   1. The Customer shall immediately inspect the Products after delivery to the Customer.
   2. The Supplier shall not be responsible for any incorrect delivery, storage, alleged defect or damage to the Products unless the Customer notifies the Supplier by email within five (5) business days from the date of delivery.
   3. The Customer shall provide the Supplier an opportunity to inspect the Products within a reasonable time following delivery if the Customer believes the Products are defective in any way.


9. Return of Faulty or Incorrect Products
   1. If any Products delivered to the Customer are faulty, damaged or different to what was specified on the relevant purchase order or invoice, the Customer must advise the Supplier by email (sales@firesystemsproducts.com.au) of the proposed return of the Products within five (5) business days of date of delivery.
   2. Alleged defective or damaged Products shall be sent, in appropriate packaging, to the Supplier by an authorised carrier where at the Supplier’s sole discretion Products shall be replaced, repaired, refunded or credited to the Customer’s account or as required by law. The Products must be accompanied by a dispatch note stating the Supplier’s original invoice number and reason for return.
   3. Any returned Products must where possible be returned in an unsoiled, undamaged and where possible resalable condition and in their original packing.
   4. Unless agreed in writing by the Supplier, the returned Products are not deemed to be accepted by the Supplier. The Customer shall bear all risks for returns until the Supplier acknowledges receipt of Products by email.
   5. The Supplier will not be liable for Products which have not been stored or used in a proper manner.
   6. The Supplier shall not accept any claims for defective Products without inspection and unless it is satisfied that the Products are faulty in manufacture or material.
   7. In respect of incorrect Products which do not comply with the Customer’s purchase order or invoice, once the returned Products have been received by the Supplier and the Supplier accepts the Products, the Customer’s refund will be processed in the original form of payment within seven (7) business days. The Customer will be notified via e-mail to the address listed on the Customer’s account when this transaction has taken place.


10. Re-sale and use of Products
    1. The Supplier will not supply any Products to Cuba, Iran, North Korea, Sudan, Syria, Crimea, and any other countries notified by the Supplier from time to time, and including any entities or persons in those countries or representing those countries. The Customer agrees that it will not sell, export, distribute, transfer or otherwise provide any of the Products to the aforementioned countries.
    2. The Customer acknowledges and agrees that the Products purchased by the Customer may not be sold, leased or otherwise transferred to or utilised by a terrorist organisation, a party listed on any U.S. denied persons or entities list or by an end-user engaged in activities related to weapons of mass destruction, including without limitation activities related to design, development, production or use of nuclear materials, nuclear facilities or nuclear weapons, missiles, or support of missile projects, or chemical or biological weapons.
    3. If the Customer resells the Products, it shall not, in connection with their resale, pay or offer to pay, money or anything of value to any government official, entity or organisation, any political party, any candidate for public office, or their employees or relatives, or any other person or entity for the purpose of influencing purchasing decisions or for any other improper person.


11. Risk and title
    1. Risk in relation to the Products passes to the Customer upon the Products being collected from the Supplier by the Customer or the courier.
    2. Title in any Products supplied shall remain vested in the Supplier and shall not pass to the Customer until all monies owing to the Supplier by the Customer together with all collection, repossession and/or legal costs incurred, have been paid in full.
    3. The Products, whether as separate chattels or as components, shall be stored in such a manner as to be clearly identifiable as the property of the Supplier until title has passed to the Customer.
    4. The Supplier may demand at any time until title has passed to the Customer that the Customer returns the Products or any part of them.
    5. In the event that the Customer defaults in the payment of any monies owing to the Supplier, the Supplier and its employees or agents shall have the right to enter without notice upon the Customer’s premises or any other premises where the Products are known to be stored to repossess the Products and for this purpose the Customer shall grant reasonable access rights and the Supplier, its employees or agents shall be entitled to do all things required to secure repossession.


12. Personal Property Securities Act (2009) (“PPSA”)
    1. The Customer acknowledges and agrees that:
       1. These Terms and Conditions and any agreement between the Customer and the Supplier may create a security interest in all present and after acquired Products and any proceeds as security for the Customer’s obligations to the Supplier for the purposes of the PPSA;
       2. The Supplier is a secured party in relation to the Products and any proceeds of the Products, and is entitled to register its interest on the Personal Property Securities Register as a security interest and if applicable, a purchase money security interest.
    2. The Customer undertakes to:
       1. take all steps requested by the Supplier to ensure its security interest in the Products and the proceeds is enforceable, and to perfect, or better secure the position of the Supplier;
       2. reimburse the Supplier for all expenses incurred in registering a financing statement or financing charge statement on the Personal Property Securities Register;
       3. give the Supplier not less than fourteen (14) days’ prior written notice of any proposed change in the Customer’s name or any other change in the Customer’s details.
    3. The Customer waives any rights to receive any verification statement or other notice required to be issued under the Act.


13. Insurance, storage, and use of Products
    1. The Customer must keep the Products insured against all risk for goods of that kind from the time the risk in the Products passes to the Customer until that time that title to the Products passes to the Customer.
    2. The Customer holds the proceeds of that insurance on trust for the Supplier up to the amount it owes the Supplier in respect of those Products and must keep such proceeds in a separate account until the liability to the Supplier is discharged and must immediately pay that amount to the Supplier.
    3. The Supplier may demand at any time until title has passed to the Customer that the Customer returns the Products or any part of them.
    4. The Customer must not install, store or in any way incorporate the Products in any aircraft or in any vessel intended to fly or move in or through the atmosphere or space.


14. Liability
    1. To the extent permitted at law, all warranties, conditions and liabilities in relation to the quality or fitness of any Products (other than any warranties, conditions or liability which by legislation cannot be excluded) which might, but for this clause, be implied into these Terms and Conditions are hereby expressly excluded.
    2. Where legislation implies any condition, warranty or liability which cannot be excluded or modified then, to the extent permitted by law, the liability of the Supplier in respect of a breach of any such implied condition or warranty is limited, at the Supplier’s sole option and discretion, to the:
       1. replacement of the Products or the supply of equivalent Products or the payment of the cost of replacing those Products or acquiring equivalent Products; or
       2. the resupply of the Services; or the payment of the cost of resupply.
    3. The Supplier is not liable for any loss or damage of any kind whatsoever including without limitation, consequential or economic loss or loss of profits by reason of the negligence of the Supplier, its officers, employees or agents arising out of or in connection with the supply of the Products.
    4. Nothing in these Terms and Conditions is intended to limit or exclude any liability that cannot be excluded by law.


15. Manufacturer’s Warranties
    1. The Seller is not the manufacturer of the Products. The Products are sold subject to each and every manufacturer’s terms and conditions and are covered by each and every manufacturer’s warranty. Information about each manufacturer’s warranty periods applicable are available from the Supplier by emailing sales@firesystemsproducts.com.au.
    2. The Seller shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Products or unless otherwise required by law.


16. Indemnity
    1. The Customer hereby indemnifies and agrees to hold indemnified the Supplier (its representatives, officers, directors, employees, agents and contractors) and each of them against all liability, claims, costs (including legal costs on an indemnity basis) or proceedings whatsoever made by any party which may arise from the Products, Services or distribution of the Products.
    2. The Customer agrees to pay to and indemnify the Supplier against all costs and expenses incurred (including legal costs on an indemnity basis) by the Supplier in connection with:
       1. default by the Customer under these Terms and Conditions;
       2. the recovery of any monies due and unpaid by the Customer; and
       3. the exercise or attempted exercise by the Supplier of any power conferred on it by these Terms and Conditions.
    3. The Supplier will not be liable to the Customer for any acts or omissions of any person supplied by the Supplier where that person is acting under the Customer’s direction and control and the Customer indemnifies the Supplier against all liability, claims, damage, loss, costs and expenses (including, without limitation, legal fees, costs and disbursements on a full indemnity basis, whether incurred or awarded against the Supplier and any environmental loss, cost, damage or expense) arising from or incurred in connection with such acts or omissions.


17. Sale of second-hand and reconditioned Products
    1. The Supplier may offer Products for sale which are second-hand Products or reconditioned Products. Second-hand Products are identified as “second-hand” and reconditioned Products are identified as “reconditioned” on the Supplier’s website. These Products have been pre-owned and may have been refurbished by the Supplier.
    2. The description of the second-hand or reconditioned Products provided is based on the best information available to the Supplier. However, to the extent permitted by Law, the Supplier makes no warranty, express or implied, as to the description of any of the second-hand or reconditioned products, except as expressly set forth otherwise in these Terms and Conditions.
    3. Second-hand and reconditioned Products will be available for inspection at the places and times specified by the Supplier.


18. Payment
    1. The Customer acknowledges and agrees that payment of the Supplier’s invoice is due on the payment date set out on the invoice and prior to the Products being dispatched or Services provided to the Customer. However, if the Customer is a credit account Customer, payment of the invoice is due thirty (30) days from the invoice date.
    2. Any amount not paid by the due date will incur interest at a rate of 5% above the Reserve Bank of Australia Cash Rate calculated daily and compounded monthly.
    3. If the Customer is a credit account Customer, the Supplier reserves the right to request that the Customer updates their credit application information every three (3) years. The Supplier may amend the details of the Customer’s credit terms at any time by providing notice to the Customer.
    4. The Supplier will provide a monthly statement to all Customers that hold a credit account with the Supplier and have a balance owing on the account. It is the Customer’s responsibility to use this statement to reconcile their account and to notify the Supplier’ Accounts Department of any variances with the documents or contents within.


19. Force Majeure
    1. The Supplier may suspend delivery or reduce the quantity of Products to be delivered or Services to be provided if the Supplier is unable to deliver any or all of the Products or Services by reason of circumstances beyond its reasonable conduct, including without limitation, a failure of a distributor or manufacturer of the Products, strikes, accidents, war, fire, flood, explosion, equipment malfunction and failure, shortage of power, breakdown of plant or machinery, shortage of raw materials, act of God or any order or direction of any government, government authority or instrumentality.
    2. If the effects of any such force majeure event continue for more than one calendar month, the Supplier may in its absolute discretion, cancel the order by notice in writing to the Customer. The Customer will have no claim against the Supplier for any damages, loss, costs or expenses arising from any delay or cancellation due to a force majeure event.


20. Confidentiality
    1. During the term of these Terms and Conditions and until such time that confidential information becomes generally available to the public other than by breach of these Terms and Conditions, neither party will disclose to any person any confidential information of the other party, except as permitted in this clause 20. No party may use the other party’s confidential information for any purpose other than to perform its obligations under these Terms and Conditions.
    2. Each party may, however, disclose the other party’s confidential information:
       1. to those of its employee, officers, representatives or advisors on a need to know basis and who undertake to comply with this clause; and
       2. as may be required by law, court order or any governmental or regulatory authority, so long as the minimum required information is disclosed and the receiving party gives the disclosing party reasonable advance notice prior to disclosure.
    3. The Customer acknowledges that a remedy at law for breach of its obligations under this clause would be inadequate and that relief by way of injunction may be granted in proceedings to enforce all or any such obligations brought by or on behalf of the Supplier and without the necessity of proof of actual damage to Supplier.


21. Privacy
    1. The Supplier will comply with the Australian Privacy Principles in all dealings with the Customer.
    2. The Supplier may need to collect personal information about the Customer, including but not limited to the Customer’s full name and address, drivers licence details, credit card details, date of birth, and credit or business history. The Customer consents to the Supplier using the Customer’s personal information in order to:
       1. fulfill functions associated with the supply of Products to the Customer, and
       2. market to the Customer and maintain a client relationship with the Customer.
    3. The Customer also consents to the Supplier disclosing the Customer’s personal information to:
       1. any credit provider or credit reporting agency for the purposes of obtaining information about the Customer’s consumer or commercial credit or business history or the Customer’s commercial activities or credit worthiness; and
       2. the Supplier’s service providers, contractors and affiliated companies from time to time to help improve and market the Supplier’s supply of Products to the Customer.
    4. The Customer has the right to access the personal information the Supplier holds about the Customer.
    5. Copies of the Supplier’s Privacy Policy are available upon request or visit www.firesystemsproducts.com.au.
    6. FSP’s Privacy and Cookie Policy is always available on this site


22. Supplier Intellectual Property
    1. The Customer may not use the Supplier’s trademark or other intellectual property without the Supplier’s prior written consent, which may be withheld at its own discretion.


23. Variation
    1. These Terms and Conditions may be amended by the Supplier at any time and without notice to the Customer. The amended version of these Terms and Conditions will appear on the Supplier’s website.


24. Jurisdiction
    1. These Terms and Conditions shall be governed by and construed in accordance with the laws of New South Wales. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of New South Wales.