Terms and Conditions
of Sale
Effective Date: March 2025
Supplier: ARVIO TECHNOLOGY
Jurisdiction: Victoria, Australia
If ARVIO TECHNOLOGY (“Supplier”) provides a quote, proposal or offer (“Offer”) to supply goods (“Products”) or provide services (“Services”) to the customer named in the Offer (“Purchaser”), and the Purchaser accepts the Offer (by signing it, issuing a purchase order or otherwise acting in a way that confirms acceptance), then a binding contract (“Contract”) is formed.
The Contract includes the terms of the Offer, any specifications referred to in it, and these Terms and Conditions of Sale.
The Contract is the full and final agreement between the parties. Anyother terms — including those on purchase orders or other documents issued by the Purchaser — are not part of the Contract and have no legal effect.
The Supplier will deliver the Products and/or Services in line with theContract, including any technical specifications.
The Purchaser must pay the price stated in the Offer (“Price”), including any deposit if specified, and follow the payment terms in the Offer. Unless stated otherwise, payment must be made by electronic transfer within 7 days of acceptance of the Offer.
Late payments may incur interest at the Commonwealth Bank of Australia Business Indicator Rate plus 2%, calculated daily from the due date until full payment is received.
Unless stated otherwise, the Price is FCA (Free Carrier) at the Supplier’s manufacturing facility, excludes GST, and GST will be charged additionally.
Products will be delivered to the location in the Offer. The Supplier
may make partial deliveries and modify materials, provided functionality or performance isn’t affected. Risk transfers to the Purchaser on delivery,
in accordance with Incoterms® 2020.Delivery or completion dates are estimates. Delays due to external factors (e.g. transport issues, Purchaser delays, weather) extend the delivery timeline. The Purchaser must provide all permits, documentation, and make required payments to avoid delay.
If the Purchaser fails to accept delivery, the Supplier may store the Products at the Purchaser’s cost, and delivery will be deemed to have occurred.
The Supplier will conduct any required tests at its cost unless additional testing is requested by the Purchaser, which will be at the Purchaser’s cost and risk.
If installation is required, the Purchaser must:
Give timely access to the site;
Provide facilities like cranes, scaffolding, fencing, lighting, and protection of Products;
Ensure utilities (power, water, gas) are available for installation.
The Supplier provides a product warranty as detailed in its “ARVIO Standard Warranty” document, which forms part of this agreement.
The Supplier is not liable for loss of profit, revenue, data, business, orfor any indirect or consequential loss, including third-party claims.
The maximum liability of the Supplier under the Contract is limited to the amount paid by the Purchaser for the affected Products.
These limitations do not override non-excludable statutory rights (e.g. under the Australian Consumer Law). This clause continues to applyeven after the Contract ends.
If either party materially breaches the Contract (e.g. non-payment, failure to perform), the other may issue a written notice outlining the breach and requiring it to be fixed. The Purchaser has at least 7 days to fix non-payment and 30 days for other breaches.
If the breach is not remedied in time, the non-breaching party may terminate the Contract and claim damages.
If the Purchaser fails to pay on time, the Supplier may suspend performance until payment is made or the Contract is terminated.
If either party becomes insolvent, is placed into administration, or enters liquidation, the other party may terminate the Contract immediately by written notice.
If any clause of this Contract is found to be invalid or unenforceable, it will be removed, but the rest of the Contract remains valid.
Neither party may transfer or assign rights or obligations under the Contract without written consent from the other, which must not be unreasonably withheld.
References to terms like “including” or “such as” are not exhaustive and should not limit interpretation.
Ownership of the Products does not pass to the Purchaser until the full Price is paid. Until then, the Purchaser must not sell, pledge or transfer ownership of the Products.
By accepting delivery, the Purchaser agrees to a security interest over the Products under the Personal Property Securities Act 2009 (PPSA). The Supplier may register its interest and the Purchaser agrees to waive certain rights under the PPSA, including:
Section 95 (removal of accession)
Section 130 (notice of disposal)
Section 132(3)(d) and 132(4) (statement of account)
Section 135(1)(a) (notice of retention)
Section 143 (reinstatement)
Section 157 (notice of registration)7.6 This Contract is governed by the laws of Victoria, and both parties agree to submit to the jurisdiction of its courts.
For privacy-related enquiries or complaints, please contact:
Email:privacy@arvio.com.au
Mail: Privacy Officer, Arvio Technology, Victoria, Australia
