Sanico Australia Terms and Conditions
1.1 “SANICO Australia” means The Trustee for ETEC AUSTRALIA UNIT TRUST, its successors and assigns or any
person acting on behalf of and with the authority of The Trustee for ETEC AUSTRALIA UNIT TRUST SANICO Australia.
1.2 “Client” means the person/s buying the Goods as specified in any invoice, document or order, and if there is more
than one Client is a reference to each Client jointly and severally.
1.3 “Goods” means all Goods or Services or Project Contract supplied by SANICO Australia to the Client at the Client’s
request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ or ‘Project Contract’ shall be
interchangeable for the other).
1.4 “Price” means the Price payable for the Goods as agreed between SANICO Australia and the Client in accordance
with clause 4 below.
2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and
conditions if the Client places an order for or accepts delivery of the Goods or Goods are supplied to you by SANICO
2.2 These terms and conditions may only be ended with SANICO Australia’s consent in writing and shall prevail to the
extent of any inconsistency with any other document or agreement between the Client and SANICO Australia.
- ELECTRONIC TRANSACTIONS ACT (2000)
3.1 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with
Section 9 of the Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations
referred to in that Act.
- PRICE AND PAYMENT
4.1 At SANICO Australia’s sole discretion the Price shall be either:
(a) as indicated on any invoice or contract provided by SANICO Australia to the Client; or
(b) the Price as at the date of delivery of the Goods according to SANICO Australia’s current price list; or
(c) SANICO Australia’s quoted price (subject to clause 4.2) which will be valid for the period stated in the quotation or
otherwise for a period of thirty (30) days.
4.2 SANICO Australia reserves the right to change the Price at any time and without prior notice:
(a) if a variation to the Goods which are to be supplied is requested; or
(b) in the event of increases to SANICO Australia in the cost of labour or materials (including but not limited to overseas
transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international
freight and insurance charges) which are beyond SANICO Australia’s control.
4.3 At SANICO Australia’s sole discretion a non-refundable deposit may be required.
4.4 Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s
determined by SANICO Australia, which may be:
(a) Before delivery of the Goods;
(b) on delivery of the Goods;
(c) by way of instalments/progress payments in accordance with SANICO Australia’s payment schedule;
(d) the date specified on any invoice or other form as being the date for payment; or
(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client
by SANICO Australia.
4.5 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (plus a surcharge as
charged by the issuing institution of the credit facility), or by any other method as agreed to between the Client and
4.6 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to SANICO
Australia an amount equal to any GST SANICO Australia must pay for any supply by SANICO Australia under this or any
other agreement for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts,
at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and
duties that may be applicable in addition to the Price except where they are expressly included in the Price.
- DELIVERY OF GOODS
5.1 Delivery (“Delivery”) of the Goods is taken to occur at the time that:
(a) the Client or the Client’s nominated carrier takes possession of the Goods at SANICO Australia’s address; or
(b) SANICO Australia (or SANICO Australia’s nominated carrier) delivers the Goods to the Client’s nominated address
even if the Client is not present at the address.
5.2 At SANICO Australia’s sole discretion the cost of delivery is either included in the Price or is in addition to the Price.
5.3 The Client must take delivery by receipt or collection of the Goods whenever they are tendered for delivery. In the
event that the Client is unable to take delivery of the Goods as arranged then SANICO Australia shall be entitled to
charge a reasonable fee for redelivery and/or storage.
5.4 SANICO Australia may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and
paid in accordance with the provisions in these terms and conditions.
5.5 Any time or date given by SANICO Australia to the Client is an estimate only. The Client must still accept delivery of
the Goods even if late and SANICO Australia will not be liable for any loss or damage incurred by the Client as a result of
the delivery being late.
6.1 Responsibility, risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the
Goods on or before Delivery.
6.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client,
SANICO Australia is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and
conditions by SANICO Australia is sufficient evidence of SANICO Australia’s rights to receive the insurance proceeds
without the need for any person dealing with SANICO Australia to make further enquiries.
6.3 If the Client requests SANICO Australia to leave Goods outside SANICO Australia’s premises for collection or to
deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk.
- TITLE OF GOODS
7.1 SANICO Australia and the Client agree that ownership of the Goods shall not pass until:
(a) the Client has paid SANICO Australia all amounts owing to SANICO Australia; and
(b) the Client has met all of its other obligations to SANICO Australia.
7.2 Receipt by SANICO Australia of any form of payment other than cash shall not be deemed to be payment until that
form of payment has been honoured, cleared or recognised.
7.3 It is further agreed that until ownership of the Goods passes to the Client in accordance with clause 7.1:
(a) the Client is only a bailee of the Goods and must return the Goods to SANICO Australia on request.
(b) the Client holds the benefit of the Client’s insurance of the Goods on trust for SANICO Australia and must pay to
SANICO Australia the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
(c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of
business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must
hold the proceeds of any such act on trust for SANICO Australia and must pay or deliver the proceeds to SANICO
Australia on demand.
(d) the Client irrevocably authorises SANICO Australia to enter any premises at any reasonable time where SANICO
Australia believes the Goods are kept in order to recover possession of the Goods and/or inspect, reposes or remove the
(e) SANICO Australia may recover possession of any Goods in transit whether or not delivery has occurred.
(f) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in
the Goods while they remain the property of SANICO Australia.
(g) SANICO Australia may commence proceedings to recover the Price of the Goods sold notwithstanding that
ownership of the Goods has not passed to the Client.
- VARIATION/S TO GOODS
8.1 The Client agrees that the description of Goods provided on any invoice or contract is limited to the actual description
of the goods and shall be deemed to be the full specification of the Goods.
8.2 The Client agrees that any changes or amendments to the original invoice or contract to the description of the Goods
will be accepted as a variation and must be provided in writing to the Client and includes but is not limited to;
(a) Change in description of goods;
(b) change in the dimensions of the goods for whatsoever reason;
(c) change in the colour, grade or finishes of any supplied goods;
(d) additional services of any other third party required from time to time for the delivery and/or installation and/or site
preparation for the installation of the goods;
and the Client agrees that any such changes will affect the Price of the Goods.
8.3 The Clients accepts that from time to time it may become necessary to change the Goods whether by the Cients
preference or by necessity to the installation of the goods in the Clients premises.
8.3 Communication in writing shall be deemed to be accepted in full unless the customer provides any dispute or request
for amendments to the variation in writing within 48 hours of such notification by SANICO Australia.
8.4 SANICO Australia reserves the right to amend the Price of the Goods relating to any and all variations as described
in Clause 8.2 and to seek the provisions of Clauses 4, 5, 6 and 7 inclusive.
8.5 SANICO Australia reserves the right to waive any costs of Variations at its sole discretion notwithstanding its rights
within these terms and conditions and further holds the right to;
(a) request the full payment for any Variations supplied to the client should the Client default in any of its obligations
within these Terms and Conditions,
(b) at any time in the future within 60 days of delivery of the Goods issue the invoice for payment of any Variations to the
- DEFECTS, WARRANTIES AND RETURNS, COMPETITION AND CONSUMER ACT 2010 (CCA)
9.1 The Client must inspect the Goods on delivery and must within twenty-four (24) hours for accessories, or within
seven (7) days for equipment, of delivery notify SANICO Australia in writing of any evident defect/damage, shortage in
quantity, or failure to comply with the description or quote of the Goods. The Client must notify any other alleged defect in
the Goods as soon as reasonably practicable after any such defect becomes evident. Upon such notification the Client
must allow SANICO Australia to inspect the Goods.
9.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory
implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied
into these terms and conditions (Non- Excluded Guarantees).
9.3 SANICO Australia acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-
9.4 Except as expressly set out in these terms and conditions or in respect of the Non- Excluded Guarantees, SANICO
Australia makes no warranties or other representations under these terms and conditions including but not limited to the
quality or suitability of the Goods. SANICO Australia’s liability in respect of these warranties is limited to the fullest extent
permitted by law.
9.5 If the Client is a consumer within the meaning of the CCA, SANICO Australia’s liability is limited to the extent permitted by
section 64A of Schedule 2.
9.6 If SANICO Australia is required to replace the Goods under this clause or the CCA, but is unable to do so, SANICO
Australia may refund any money the Client has paid for the Goods.
9.7 If the Client is not a consumer within the meaning of the CCA, SANICO Australia’s liability for any defect or damage in
the Goods is:
(a) limited to the value of any express warranty or warranty card provided to the Client by SANICO Australia at SANICO
Australia’s sole discretion;
(b) limited to any warranty to which SANICO Australia is entitled, if SANICO Australia did not manufacture the Goods;
(c) otherwise negated absolutely.
9.8 Subject to this clause 9, returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 9.1; and
(b) SANICO Australia has agreed that the Goods are defective; and
(c) the Goods are returned within a reasonable time at the Client’s cost (if that cost is not significant); and
(d) the Goods are returned in as close a condition to that in which they were delivered as is possible.
9.9 Notwithstanding clauses 9.1 to 9.8 but subject to the CCA, SANICO Australia shall not be liable for any defect or damage
which may be caused or partly caused by or arise as a result of:
(a) the Client failing to properly maintain or store any Goods;
(b) the Client using the Goods for any purpose other than that for which they were designed;
(c) the Client continuing the use of any Goods after any defect became apparent or should have become apparent to a
reasonably prudent operator or user;
(d) the Client failing to follow any instructions or guidelines provided by SANICO Australia;
(e) fair wear and tear, any accident, or act of God.
9.10 SANICO Australia may in its absolute discretion accept non-defective Goods for return in which case SANICO Australia
may require the Client to pay handling fees of up to thirty percent (30%) of the value of the returned Goods plus any freight
9.11 Notwithstanding anything contained in this clause if SANICO Australia is required by a law to accept a return then
SANICO Australia will only accept a return on the conditions imposed by that law.
10.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at
a rate of two and a half percent (2.5%) per calendar month (and at SANICO Australia’s sole discretion such interest shall
compound monthly at such a rate) after as well as before any judgment.
10.2 If the Client owes SANICO Australia any money the Client shall indemnify SANICO Australia from and against all costs
and disbursements incurred by SANICO Australia in recovering the debt (including but not limited to internal administration
fees, legal costs on a solicitor and own client basis, SANICO Australia’s contract default fees, and bank dishonour fees).
10.3 The Client will be in breach and default of these terms and conditions if the Client:-
(a) fails to pay any of its accounts with SANICO Australia on time and in accordance with the payment terms pursuant to
these terms and conditions or if in SANICO Australia’s opinion the Client will be unable to make a payment when it falls due;
(b) breach or default on any of its obligations under these terms and conditions;
10.4 Without prejudice to any other remedies SANICO Australia may have, if at any time the Client is in breach or default of
any of these terms and conditions or of any obligation (including those relating to payment) under these terms and conditions
(a) may suspend or terminate the supply of Goods to the Client. SANICO Australia will not be liable to the Client for any loss
or damage the Client suffers because SANICO Australia has exercised its rights under this clause.
(b) shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to
SANICO Australia shall, whether or not due for payment, become immediately payable.
10.5 On breach or default of these terms and conditions or of any of the Client’s obligations under these terms and
conditions, the Client irrevocably permits SANICO Australia, or a person authorised by SANICO Australia, to enter any
premises at any reasonable time to recover and retrieve the Goods held in your possession.
10.6 The Client also indemnifies and holds SANICO Australia harmless for any and all losses, costs, damages, and
expenses incurred or suffered directly or indirectly by SANICO Australia as a result of:-
(a) SANICO Australia recovering the Goods held in the Client’s possession;
(b) SANICO Australia exercising or attempting to exercise its rights under this clause or exercising or attempting to exercise
any other right under these terms and conditions as a result of the Client’s failure or neglect to observe and comply with its
obligations under these terms and conditions.
(c) Any breach or default of these terms and conditions or any other agreement the Client has with SANICO Australia.
11.1 SANICO Australia may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at
any time before the Goods are delivered by giving written notice to the Client. On giving such notice SANICO Australia shall
repay to the Client any money paid by the Client for the Goods. SANICO Australia shall not be liable for any loss or damage
whatsoever arising from such cancellation.
11.2 In the event that the Client cancels delivery of Goods the Client shall incur and become liable to pay a 25% restocking
fee and/or any and all loss incurred (whether directly or indirectly) by SANICO Australia as a result of the cancellation
(including, but not limited to, any loss of profits).
11.3 Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be
accepted once production has commenced, or an order has been placed and the Client will become liable to pay the full cost
of the goods whether delivered to the Client or not.
11.4 Should the Client not receive or accept delivery of any Goods as per any order or contract within 30 days of the invoice
or contract delivery date then the Client will become liable to immediately pay the full cost of the goods and the storage of
such Goods will become payable at a daily rate to be determined by SANICO Australia.
12.1 The failure by SANICO Australia to enforce any provision of these terms and conditions shall not be treated as a waiver
of that provision, nor shall it affect SANICO Australia’s right to subsequently enforce that provision. If any provision of these
terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the
remaining provisions shall not be affected, prejudiced or impaired.
12.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales in
which SANICO Australia has its principal place of business, and are subject to the jurisdiction of the Parramatta courts in
New South Wales.
12.3 Subject to clause 9, SANICO Australia shall be under no liability whatsoever to the Client for any indirect and/or
consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by SANICO
Australia of these terms and conditions (alternatively SANICO Australia’s liability shall be limited to damages which under no
circumstances shall exceed the Price of the Goods).
12.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the
Client by SANICO Australia nor to withhold payment of any invoice because part of that invoice is in dispute.
12.5 SANICO Australia may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
12.6 These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales in
which SANICO Australia has its principal place of business, and are subject to the jurisdiction of the Parramatta courts in
New South Wales
12.7 The Client agrees that SANICO Australia may amend these terms and conditions at any time. If SANICO Australia
makes a change to these terms and conditions, then that change will take effect from the date on which SANICO Australia
notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further
request for SANICO Australia to provide Goods to the Client.
12.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire,
flood, storm or other event beyond the reasonable control of either party.
12.9 The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to
allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations.
13.1 The Client agrees for SANICO Australia to obtain from a credit reporting agency a credit report containing personal
credit information about the Client in relation to credit provided by SANICO Australia.
13.2 The Client agrees that personal credit information provided may be used and retained by SANICO Australia for the
following purposes (and for other purposes as shall be agreed between the Client and SANICO Australia or required by law
from time to time):
(a) the provision of Goods; and/or
(b) the marketing of Goods by SANICO Australia, its agents or distributors; and/or
(c) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Goods; and/or
(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
(e) enabling the daily operation of Client’s account and/or the collection of amounts outstanding in the Client’s account in
relation to the Goods.
13.3 SANICO Australia may give information about the Client to a credit reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Client;
(b) allow the credit reporting agency to create or maintain a credit information file containing information about the Client.
13.4 The information given to the credit reporting agency may include:
(a) personal particulars (the Client’s name, sex, address, previous addresses, date of birth, name of employer and driver’s
(b) details concerning the Client’s application for credit or commercial credit and the amount requested;
(c) advice that SANICO Australia is a current credit provider to the Client;
(d) advice of any overdue accounts, loan repayments, and/or any outstanding monies owing which are overdue by more than
sixty (60) days, and for which debt collection action has been started;
(e) that the Client’s overdue accounts, loan repayments and/or any outstanding monies are no longer overdue in respect of
any default that has been listed;
(f) information that, in the opinion of SANICO Australia, the Client has committed a serious credit infringement (that is,
fraudulently or shown an intention not to comply with the Client’s credit obligations);
(g) advice that cheques drawn by the Client for one hundred dollars ($100) or more, have been dishonoured more than once;
(h) that credit provided to the Client by SANICO Australia has been paid or otherwise discharged.