Between Wireless Innovation Pty Ltd ABN 6705008053(Supplier) and the Customer identified in the
accompanying Order Confirmation or Invoice.
The Supplier will supply Goods to the Customer (a) subject to this
(b) The Customer may place Orders for Goods by providing a
written request or purchase order to the Supplier (Request).
(c) The Supplier may respond to a Request in writing by supplying
an Order Confirmation to the Customer setting out:
(i) the Goods to be supplied pursuant to the Order;
(ii) the Price for the Order; and
(iii) any other relevant particulars for the processing of the
(d) The Customer will be taken to have accepted the Order
Confirmation if the Customer:
(i) notifies the Supplier in writing or verbally that the
Customer accepts the Order Confirmation; or
(ii) pays an amount requested on the Order Confirmation to
(e) The Supplier may by notice to the Customer:
(i) refuse to accept any Request under clause 1.1(b); and
(ii) withdraw, vary or cancel any Order Confirmation prior to
its acceptance by the Customer,
without ascribing any reason and without any liability.
(f) Unless the Supplier provides an Order Confirmation, which is
accepted by the Customer in accordance with this Agreement,
the Supplier is not bound by any Request or Order
(g) To the extent that any Request is made subject to any terms or
(i) any terms or conditions specified in the Order
(ii) the provisions of this Agreement,
will prevail over such terms or conditions to the extent of any
(h) The Supplier is not obliged to provide any additional goods or
services outside the scope of an Order. If the Customer
requests, and the Supplier (at its discretion) agrees to provide,
additional goods or services, the Supplier will be entitled charge
the Customer for such additional goods or services in addition
to the amount payable for the supply of the Goods.
1.2 The Customer’s obligations
The Customer will cooperate reasonably and in good faith with
the Supplier. In order to fulfil this obligation, Customer agrees
without limitation to:
(a) perform in a timely manner any tasks reasonably necessary to
enable the Supplier to provide the Goods;
(b) inform the Supplier of all matters necessary for it to provide the
(c) provide the Supplier with directions or instructions at the
(d) provide the Supplier with such access to sites, files and data as
is necessary to safely deliver, and where required install, the
(e) provide the Supplier with such licences as are necessary to
provide the Goods;
(f) respond in a timely manner to the Supplier’s inquiries related to
1.3 Variations and Cancellation
(a) Once accepted by the Supplier, the Customer may only vary or
cancel an Order with the Supplier’s written agreement.
(b) The Customer acknowledges that a variation of an Order will be
at the direction of the Supplier may result in a change in price
payable to the Supplier, or in the delivery timetable in respect of
the relevant Order.
(c) If the Supplier discovers an error in any information or material
provided by the Supplier in respect of an Order, including but
not limited to errors with respect to product description, Price or
availability of the Goods, the Supplier may, with notice to the
(i) cancel the Order and refund any payment made in
respect of it; or
(ii) vary the Order to correct the error, provided that the
Supplier may not vary the Order without the Customer’s
consent where such variation would be detrimental to
(d) If any Goods the subject of an Order are unavailable despite
the reasonable efforts of the Supplier to procure such Goods,
the Supplier may by notice to the Customer vary or cancel the
Order in respect of such Goods.
(e) If a variation results in a reduction in the Price payable to the
Supplier in respect of any Order, the Supplier may:
(i) refund the difference in Price to the Customer; or
(ii) hold such difference in credit for application against
future Orders by the Customer.
(f) If the Customer requests cancellation of an Order, which
cancellation is accepted by the Supplier, the Supplier may:
(i) charge the Customer a cancellation fee including any
costs incurred by the Supplier in fulfilling the Order prior
to its cancellation;
(ii) refund the balance of any amount paid in respect of the
Order to the Customer; or
(iii) hold such balance in credit for application against future
Orders by the Customer.
- Price and Payment
A quote or indication of a price issued by the Supplier is an
invitation to treat, not a contractual offer.
In respect of each Order, the Supplier will invoice the Customer
for Goods and the Customer must pay the amount due on the
(a) the payment terms stated on the invoice; or
(b) if not otherwise specified, 30 days after the date of the invoice.
2.3 Taxes and duties
Customer is responsible for paying all government charges or
duties of any kind incurred in or in connection with the
Supplier’s provision of credit, or the supply of the Goods. Such
charges may include without limitation all stamp duty, GST,
financial institution duties, import duty and any other charges or
duties of a like kind.
Page 2 of 5
2.4 When payment is deemed to be made
Payment will be deemed to have been made when the Supplier
has received cleared funds in its bank account.
2.5 Set Off
The Supplier (a) may apply any payment received from the
(i) the Supplier’s costs and disbursements in recovering
any amount due to the Supplier;
(ii) any interest accrued; or
(iii) any amount due to the Supplier.
(b) The Supplier may at any time set off any amount the Customer
owes to the Supplier against any amount the Supplier may then
owe to the Customer.
(c) The Supplier may hold any amount owing to the Customer in
credit to be applied against future Orders placed by the
(d) The Customer is not entitled to set-off or withhold any payment
due to the Supplier on account of any amount due or owing by
the Supplier to the Customer.
Unless otherwise agreed:
(a) all Goods will be supplied by the Supplier on an ex-works basis
from the location specified by the Supplier (Delivery Point);
(b) Delivery of the Goods will be deemed to have been effective
when the Supplier notifies the Customer that the Goods are
available for collection at the Delivery Point.
(c) the Customer is responsible for arranging collection, insurance,
storage and transportation of the Goods and must bear any
costs associated with the collection, insurance, storage or
transportation of the Goods after Delivery.
3.2 Delivery by the Supplier
Where the Supplier is required to deliver the Goods in respect
of an Order to the Customer:
(a) the Supplier will use its best endeavours to deliver the Goods to
the location nominated by the Customer (Delivery Point) and
at the time agreed between the parties, provided that any
timeframe given by the Supplier in respect of the delivery of the
Goods is indicative only, and not binding on the Supplier unless
the Supplier specifies that it is binding in writing;
(b) unless otherwise agreed:
(i) the Supplier may at its discretion engage delivery
agents or carriers of its own choice to deliver the
(ii) all costs associated with transportation and storage of
the Goods will be borne by the Customer;
(c) Delivery of Goods will be deemed to have been effected when
the Goods arrive at the Delivery Point;
(d) If the Supplier is unable to Deliver the Goods because of:
(i) an act or omission of the Customer or its
representatives or agents including a failure of
Customer to fulfil its Customer obligations under the
(ii) the Delivery Point being inaccessible or unsuitable for
delivery of the Goods,
(iii) the Goods will be deemed to have been Delivered; and
(iv) the Supplier may store the Goods until actual delivery is
possible and Customer will be liable for all related costs
and expenses associated with storage and redelivery of
(v) If Delivery of the Goods is delayed, other than due to an
act or omission by the Customer or its representatives
or agents, the Supplier:
(1) may notify the Customer of such delay and
provide an amended estimated time for Delivery
of the Goods; and
(2) will bear any additional costs associated with
the transportation and storage of the Goods
occasioned by the delay.
3.3 Inspection, Testing, Training and Installation
(a) Unless otherwise agreed in writing, the Customer is responsible
for any required inspection, testing, installation or training in
respect of the Goods.
(b) If the Customer requests, and the Supplier (at its discretion)
agrees to provide, any such inspection, testing, installation or
training in respect of the Goods, the Supplier will be entitled to
charge for such services in addition to any amount payable for
the supply of the Goods.
(c) If the Customer does not notify the Supplier in writing of any
deficiency or defect in the Goods within 5 Business Days after
their Delivery, the Customer will be deemed to have accepted
(d) Nothing in this clause affects the Customer’s rights for any
alleged failure of a guarantee under the Australian Consumer
- Title and Risk
(a) Risk in Goods will pass to the Customer:
(i) upon Delivery; or
(ii) if clause 0 applies, upon dispatch of the Goods from the
Supplier’s or manufacturer’s location.
(b) Title in all Goods remains with the Supplier until the Customer
makes full payment to the Supplier of all amounts payable to
the Supplier in respect of such Goods.
- Security Interest
(a) As security for the payment of any amounts owing to the
Supplier under this Agreement and the performance of the
Customer’s obligations hereunder, the Customer grants to the
Supplier a Security Interest in all goods supplied, sold,
consigned, rented, leased, hired, bailed, or otherwise made
available or provided, to the Customer and all proceeds thereof.
(b) The Customer:
(i) acknowledges this Agreement constitutes a Security
Agreement for the purposes of the PPS Act;
(ii) consents to the Supplier registering its Security Interest
on the PPSR;
(iii) undertakes to execute all documents and do all things
as may be required to give effect to this grant of
(iv) irrevocably appoints all and any of Provider’s company
secretary and credit manager or other representative as
Customer’s attorney for the purposes of doing all such
acts and things and executing all such documents
necessary to enable Provider to register its Security
(i) agrees to indemnify Provider on an indemnity basis
against all costs and expenses incurred by Provider in
connection with registering its Security Interest
including the preparation and registration of mortgage
and charge documents, and all other costs associated
with perfection and enforcement of such Security
Interest on a full indemnity basis.
(c) In the event that the Customer supplies, sells, consigns, rents,
leases, hires, bails, or otherwise makes available or provides
any part of the Goods to a third party (third party dealing)
before it has made payment in full for the Goods to the
Supplier, the Customer:
Page 3 of 5
(i) assigns to the Supplier the benefit of any claim against
such third party in respect of such third party dealing;
(ii) holds any proceeds from such third party dealing on
trust for the Supplier; and
(iii) will account fully to the Supplier for the proceeds of
such third party dealing until Customer’s total
indebtedness to the Supplier is discharged.
To the extent the law permits, (d) Provider need not comply with
any of the provisions of the PPS Act which the parties are
permitted to contract out of under s115(1) and 115(7) of the
PPS Act. The parties exclude the operation of s142 and 143 to
the extent permitted by the law.
(e) Customer waives its rights to receive all notices under the PPS
Act that are permitted to be waived under s157(3) of the PPS
(f) Unless otherwise agreed and to the extent permitted by the
PPS Act, Customer agrees not to disclose information of the
kind referred to in section 275(1) of the PPS Act to an
interested person, or any other person requested by an
interested person. Customer waives any right it may have, or
but for this clause may have had, under section 275(7)(c) of the
PPS Act to authorise the disclosure of such information.
(b) If Provider exercises a right, power or remedy in connection
with the Agreement, that exercise is taken not to be an exercise
of a right, power or remedy under the PPS Act unless Provider
states otherwise at the time of exercise. However, this clause
does not apply to a right, power or remedy which can only be
exercised under the PPS Act.
- Credit Reporting
The Customer authorises the Supplier, to the extent permitted
by law, to:
(a) disclose and obtain personal information to and/or from another
credit provider or credit reporting agency including information
relating to the commercial creditworthiness and personal
creditworthiness of the Customer;
(b) use any information obtained for the purposes of assessing the
Customer’s creditworthiness, collecting payments due under
the Agreement and notifying other credit providers of the
commercial credit worthiness of the Customer; and
(c) disclose information about the Customer where it has a duty to
the public to disclose such information, or where otherwise
required by law.
(a) To the extent that the Goods are subject to any manufacturer’s
warranty, to the extent possible, the Customer will be entitled to
the benefit of such manufacturer’s warranty.
(b) To the maximum extent permitted by law, the Supplier
(i) makes no representation, warranty, condition or
guarantee as to the Goods or any other goods or
services supplied under this Agreement except as
expressly provided herein; and
(ii) excludes all implied guarantees, conditions and
warranties from this Agreement and the Goods, except
any Non Excludable Conditions.
(c) To the maximum extent permitted by law, the Supplier excludes
all other liability to the Customer for any Loss, including
Consequential Loss, suffered or incurred directly or indirectly by
the Customer in connection with the Agreement or the Goods.
(d) Where the Supplier’s liability cannot be excluded, to the
maximum extent permitted by law, Provider limits its liability for
any breach of any statutory or implied warranty or guarantee to:
(i) in the case of goods:
(1) the re-supply of the goods or payment of the
cost of the re-supply of the goods; or
(2) the replacement or repair of the goods or
payment of the cost of replacement or repair of
the goods; and
(ii) in the case of services:
(1) the re-supply of the relevant services; or
(2) the payment of the cost of such re-supply of the
(e) To the maximum extent permitted by law, the Customer
indemnifies the Supplier and its officers, employees, servants
and agents against all Loss suffered or incurred by the
Customer, however caused, arising wholly or partially, directly
or indirectly, in connection with the Agreement or Customer’s
use of the Goods.
(a) The Customer will be in default of this Agreement if the
(i) breaches any provision of this Agreement, and fails to
remedy such breach within 14 days after notice of the
breach is given by the Supplier; or
(ii) fails to pay to the Supplier any amount due and payable
to it on the due date for payment (whether or not
demand for payment has been issued by the Supplier);
(iii) becomes subject to an Insolvency Event.
(b) If the Customer fails to pay the Supplier any amount under the
Agreement on the due date for payment, the Supplier may
immediately do any or all of the following, without any liability,
until all overdue amounts are paid:
(i) charge the Customer interest on the overdue amount at
5%pa above the Reserve Bank of Australia Cash Rate
Target prevailing at the due date, calculated from the
due date until the date that payment is received by the
(ii) terminate the Agreement without any obligation to
refund the Customer any money in respect of the
(iii) suspend the supply of any Orders or Goods;
(iv) initiate proceedings against the Customer to recover the
overdue amount and applicable interest (despite any
dispute resolution clause in the Agreement); and
(v) recover all costs in relation to any action taken against
the Customer to recover overdue amounts, including
but not limited to legal costs and outlays on a full
(c) In addition to the Supplier’s rights in relation to the Customer’s
failure to pay, the Supplier will have the following rights if the
Customer is in default:
(i) demand immediate payment of all moneys owed by
Customer to Provider whether due for payment or not;
(ii) recover from Customer all Goods it has supplied to the
Customer whether paid for or not;
(iii) re-sell or otherwise dispose of the Goods so recovered
without reference to the Customer and apply the net
proceeds to the Customer’s debt to the Supplier;
(iv) terminate any contract in effect with the Customer
without any obligation to refund Customer any money in
respect of such termination; and
(v) enforce any Security Interests against the Customer.
(d) In order to effect recovery of goods in accordance with this
clause, the servants or agents of the Supplier may:
(i) enter upon the Customer’s premises (or any premises
under the control of the Customer or the Customer’s
agents if the Goods are stored at other premises); and
(ii) use any reasonable force to effect recovery without
liability for trespass or any resulting damage.
Page 4 of 5
9.1 When this Agreement may be terminated
The Supplier may terminate this Agreement (a) immediately by
written notice to the Customer if the Customer is in default of
(b) Either party may terminate this Agreement at any time by giving
4 weeks’ notice to the other party.
9.2 Effect of termination
(a) Termination of this Agreement does not affect the Customer’s
obligation to pay any outstanding amounts in relation to any
Orders or any other amounts owing to the Supplier under this
(b) Upon termination of this Agreement:
(i) any Order that has not been Delivered will be deemed
to be cancelled;
(ii) the Supplier is released from all obligations to deliver
any Orders; and
(iii) the Supplier may apply any credit balance held in
respect of the Customer against any amounts owing by
the Customer to the Supplier or refund the balance to
(a) Subject to this clause 10, a party must not bring court
proceedings in respect of any Dispute unless it first complies
with the requirements of the dispute resolution process outlined
in this clause.
(b) This clause 10 does not apply to a dispute about amounts
owing under this Agreement, and does not prevent a party from
seeking urgent interlocutory relief from a court of competent
(c) If a party claims that a dispute has arisen under this Agreement,
that party must give the other party a notice (Dispute Notice)
which includes, or is accompanied by, full and detailed
particulars of the Dispute.
(d) The parties must act reasonably and in good faith to resolve the
Dispute. Each party may appoint a representative with authority
to resolve the Dispute on its behalf.
(e) If the parties do not resolve the Dispute within 30 days after a
Dispute Notice is given the Dispute will be submitted for
mediation subject to the following provisions;
(i) the mediation is to be conducted by a mediator
appointed by agreement between the parties, or failing
such agreement a mediator nominated by the then
president of the Queensland Law Society;
(ii) the mediation is to be conducted in accordance with,
and subject to, the rules of the Resolution Institute;
(iii) any documents disclosed by a party in the course of the
mediation may only be used by the other party for the
purpose of negotiation and resolution of the Dispute;
(iv) each party must bear its own costs of participation in
the mediation, and the costs of the mediator are to be
shared equally between the parties;
(v) a decision of the mediator or agreement between the
parties is not binging on the parties unless reduced to
writing and signed by the parties.
(vi) The parties must continue to perform their respective
obligations under the Agreement and any other
agreement between the parties.
The following definitions apply in the Agreement:
Agreement means the agreement embodied in this document.
Australian Consumer Law means the Australian Consumer
Law set out in Schedule 2 of the Competition and Consumer
Act 2010 (Cth).
Business Day means a day (other than a Saturday, Sunday or
public holiday) on which banks are open for general banking
business in Brisbane, Queensland, Australia.
Communication means any written communication including a
notice, consent, approval, request and demand under or in
connection with the Agreement.
Consequential Loss means loss of revenue, loss of profits,
loss of anticipated savings or business, pure economic loss,
loss of data, loss of value of equipment (other than the cost of
repair), loss of opportunity or expectation loss, and any other
form of consequential, special, indirect, punitive or exemplary
loss or damages.
Delivery Point means, in respect of Goods the subject of an
Order, the place agreed by the parties for the delivery of the
Dispute means any dispute arising between the parties in
connection with the Agreement.
Goods means the goods supplied or to be supplied by the
Supplier to the Customer in accordance with this Agreement.
Insolvency Event means in respect of a party (the Insolvent),
the appointment of an administrator, a receiver or receiver and
manager in respect of the Insolvent, an application to a court or
an order for the winding up of the Insolvent, or where anything
analogous or having a substantially similar effect to any of the
preceding events occurs.
Loss means any costs, expenses, losses, damages, claims,
demands, proceedings, and other liability.
Non-Excludable Condition means any guarantee, condition or
warranty (such as the consumer guarantees implied by the
Australian Consumer Law), which cannot by law be excluded.
Order means an order placed by the Customer with the
Supplier pursuant to clause 1.1.
PPS Act means the Personal Property Securities Act 2009
PPSR means the Personal Property Securities Register.
Price means the amount payable in respect of Goods provided
by the Supplier to the Customer, including all costs, charges
and expenses reasonably and properly incurred by the
Security Interest has the meaning given to that term in section
10 of the PPS Act.
Unforeseen Event means an act of war (whether declared or
not) or terrorism, the mobilisation of armed forces, civil
commotion or riot, natural disaster, industrial action or labour
disturbance, currency restriction, embargo, action or inaction by
a government agency, a failure of a supplier, public utility or
common carrier or computer disruption due to the effects of a
virus or other malicious code.
Unless the terms and conditions of the Agreement explicitly
state otherwise, the Agreement will be interpreted as follows:
(a) a reference to a party includes that party’s permitted assigns,
administrators, successors, executors, legal representatives
and any novated party;
(b) any reference to a trustee includes any substituted or additional
(c) “including”, “includes” or any derivation of those words does not
limit the matter in question to the things specifically mentioned
in the applicable context;
(d) where a term is defined, other grammatical forms of that term
will be taken to have the same meaning;
(e) headings are for convenience and will not affect interpretation;
Page 5 of 5
words in the singular will be taken to include the (f) plural and also
(g) reference to any monetary amount or “$” means to that amount
in Australian dollars exclusive of GST;
(h) a reference to a document will be to that document as updated,
varied or amended;
(i) a document referenced by the Agreement will not take
precedence over the referencing document;
(j) when any kind of legislative instrument is referenced, the
reference will be taken to be that instrument as updated or
substituted for by the legislative body in any way;
(k) a reference to a party’s conduct includes omissions as well as
(l) if a party is described as having discretion in a matter, the
discretion in that matter will be interpreted as sole and absolute.
(a) The Customer may not amend this Agreement except with the
written consent of the Supplier.
(b) The Supplier may amend this Agreement by giving notice to the
Customer, provided that if the Customer does not accept the
proposed amendment to this Agreement, the Customer may
terminate the Agreement immediately by giving notice to the
(a) Communications under this Agreement must be in writing.
(b) Either party may serve any Communication on the other party
by sending it to that party’s email address. A Communication by
email will be taken to have been received by the addressee 24
hours after the email was sent, unless the party sending the
email knows or reasonably ought to suspect that the email was
not delivered to the addressee’s domain specified in the email
(c) Any communication that is delivered after 4:00pm at the local
time of the recipient, or on a day that is not a Business Day, will
be deemed to have been delivered at 9:00am (local time) on
the next Business Day.
12.3 Entire Agreement
(a) The Agreement and any other document incorporated by
reference constitute the entire legal agreement between the
parties and supersedes all prior representations, negotiations
and agreements in relation to its subject matter. The parties
agree that they have not relied on any representation or
statements outside the terms of the Agreement.
(b) To the extent that this Agreement is inconsistent with any other
agreement between the parties, this Agreement prevails to the
extent of the inconsistency.
12.4 Relationship of parties
(a) The relationship of the parties under the Agreement is that of
independent contractor and principal. Nothing in this Agreement
forms a joint venture, partnership or agency, or create any form
of employment relationship between the parties.
(b) No act or omission of either party is to bind the other party
except as expressly set out in the Agreement.
12.5 Governing law
(a) The laws of Queensland, Australia, govern this Agreement.
(b) The parties hereby submit to the non-exclusive jurisdiction of
courts with jurisdiction in Queensland, Australia.
The Customer may not assign, novate or otherwise transfer any
of its rights or obligations under the Agreement without the prior
written consent of the Supplier. The Supplier may assign,
novate or otherwise transfer any of its rights or obligations
under any contract arising from the Agreement to a third party
without notice to, or the prior consent of, the Customer, but if
the Supplier requires, the Customer must sign any documents
to give effect to an assignment, novation or transfer by the
Supplier under this clause.
12.7 Unforeseen Events
(a) The obligations of the Supplier under the Agreement are
suspended to the extent that an Unforeseen Event affects them,
as long as the Unforeseen Event continues. However, if an
Unforeseen Event continues for more than 40 Business Days,
the Supplier may terminate this Agreement by giving not less
than 10 Business Days’ notice in writing to the Customer.
(b) The occurrence of an Unforeseen Event does not suspend the
obligation of the Customer to pay any money under the
(c) A party claiming an Unforeseen Event must use their best
endeavours to remove, overcome or minimise the effects of that
Unforeseen Event as quickly as possible.
12.8 Time is of the essence
Time is of the essence for the performance of the Customer’s
obligations under this Agreement.
12.9 Further assurances
The parties agree to do everything required to give full effect to
The documents constituting the Agreement may be executed in
a multiple counterparts. The counterparts will be read as one
No right or obligation under the Agreement will be waived
unless the waiver is explicitly waived in writing.
Any unenforceable or invalid term of the Agreement will only be
severed to the extent of the unenforceability or invalidity without
affecting any other term in the Agreement.
12.13 Binding on successors
The Agreement is binding on each party’s successors and
12.14 Agreement expenses
Each party will bear their own expenses in preparing this