Terms and Conditions of Sale

1. General Terms

1.1 Definitions:

“PhaseSlides”, “Business Name”, “Company”, “we”, “us”, or “our” refers to PhaseSlides, ABN 15 105 546 067, its agents and employees.
“Customer”, “Applicant”, “client”, “ you”, or “your” refers to the company, partnership, individual or sole trader entering into this agreement.

1.2 Contract Headings:

The headings and subheadings of the Clauses contained in this agreement are for convenience only, and shall not be deemed to control or affect the meaning or construction of any provision of this agreement.

1.3 Jurisdiction & Dispute Resolution:

The legal jurisdiction of this agreement resides within the State of New South Wales (Australia).
If any provision of the Terms & Conditions of Sale is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms & Conditions of Sale, which shall remain in full force and
Any claim, dispute, or controversy brought against us by you shall be resolved exclusively and finally by binding arbitration, under the Commercial Arbitration Act 2010 (NSW).
Arbitration will be conducted before a single arbitrator, and will be limited solely to the dispute or controversy between you and us. The arbitration shall be held in a mutually agreed upon location in person or by phone.

1.4 Acceptance of the Contract:

All orders are bound by the Terms & Conditions herein.
Should you submit an order to us, the Terms & Conditions of Sale will be deemed accepted by you upon receipt of that order by us.
You acknowledge and agree that these Terms & Conditions of Sale shall be enforceable against you, without regard to whether or not you have executed and delivered this document to us.
The Terms & Conditions of Sale shall be a continuing agreement, and shall apply to the exclusion of all others, including your terms and conditions (whether on your form or otherwise). You acknowledge that these Terms & Conditions of Sale embody the whole agreement between the parties and agrees to be bound by them.

1.5 Contract Termination:

We reserve the right to delay or reject a trade credit application at our sole discretion.
We may suspend or terminate credit, or cancel any order, at any time without notice at our sole discretion.
In the event of contract termination, you will remain liable to repay any outstanding monies owing, including fees described in clause 2 ‘Recovery of Unpaid Monies’ of this agreement.

1.6 Changes to the Contract:

From time to time we may update or amend these Terms & Conditions
It is your responsibility to ensure you are aware of the Terms & Conditions in force at the time of making your order.
We will make reasonable efforts to notify you of any updates or amendments we make to the Terms & Conditions of Sale. Such notification may be communicated via phone, fax, email, written or verbally, and we will also publish the updated Terms & Conditions of Sale on our Website
Upon written request, you may obtain a copy of the current Terms & Conditions of Sale contract from us, or via our website (‘phaseslides.com.au/terms-and-conditions/’).

1.7 Copyright:

Goods provided by us on our website or elsewhere, including pages, documents and graphics, are protected by copyright law and are the property of the Company, under the Copyright Act 1968.
No material may be reproduced, re used or redistributed for any commercial purposes whatsoever, or distributed to a third party for such purpose, without prior written permission from us. Please note a work does not have to be published or bear the copyright notice to be protected under copyright law.
Non-commercial academic parties (schools, charities and established learning institutes) may use our Goods for educational purposes only, provided that the material is not adapted or altered in any way, and is prominently & appropriately attributed to us (including our company name and website ‘phaseslides.com.au’).

1.8 Product Specifications & Advice:

We will take reasonable care and diligence to ensure the correctness of product specifications published.
You acknowledge that product specifications are based on various assumptions and mathematical calculations, and may differ when utilised in particular environments and applications. It is your responsibility to undertake your own independent tests and examinations of the products prior to purchasing, so as to ascertain actual specifications.
We will not be liable to you for any variance between published specifications and actual specifications, and no warranties or representations of any nature whatsoever are given or intended.

1.9 Safety & Handling:

Prior to purchase, you must ensure that you understand the use of the Test Slide, and be familiar with appropriate safety & handling information.
We will make user information available online (phaseslides.com.au), and can also supply this information to you directly upon written request.
You acknowledge that the Test Slide contains precision components including a 0.15 mm thick glass coverslip, and to mitigate product damage and prevent injury, you understand and expressly agree that you will not subject the goods to:

Mechanical/kinetic shock,
Moisture,
Temperatures outside the operating threshold,
Other environments likely to cause damage to the product.

Subjecting products to the above, or storing, handling or operating the Test Slide contrary to operating guidelines will immediately and entirely void all warranties.

You shall not hold us accountable for any damage or injury caused by the incorrect, careless or inappropriate use of the Test Slide.

2. Pricing & Quotations

2.1 Price Changes:

All prices quoted by us in any form are understood to be correct at the time of supply, but are subject to change without notice. We will not be liable to you for any change in price, and may supply orders based on the price in force at the time of supply.

2.2 Quotations:

Due to fluctuating nanofabrication and Slide component pricing, any quotation given by us to you is for guidance only, and is subject to change without notice. All pricing quotes are non-binding, irrespective of an asserted validity timeframe (written or otherwise).
Any pricing quoted will only be deemed secured by you (up to a maximum of 7 days) with our express authorisation, and upon payment of a non-refundable deposit to be calculated by us.

2.3 GST and other taxes:

All prices are quoted in Australian dollars exclusive of any applicable Australian Goods & Services Tax (‘GST’) or international taxes or duties in force at the time of supply. For Australia, all charges and purchase costs that are, or will be, subject to an Australian Goods and Services Tax (or any other state or federal taxes) shall be passed on by us to you and shall be paid by you. Overseas customers will receive notifications from Customs agents if local duties & taxes have to be paid before the shipment can be cleared and dispatched to the delivery address.

3. Ordering & Payment Terms

3.1 Payment Terms:

Prepayment is required on all orders prior to delivery. Credit terms are not available.

3.2 Recovery of Unpaid Monies:

You agree to pay us any and all costs, fees, interest charges and expenses- inclusive of commissions, legal expenses and disbursements- incurred in obtaining or attempting to obtain payment of any overdue account.

4. Warranty & Returns

4.1 Warranty Policy:

All warranties – whether express or implied, and whether statutory or otherwise – with regard to the goods supplied by us as to quality, fitness for purpose, or any other matter are hereby excluded (except so far as any such warranties are incapable of exclusion at law).
This agreement contains all the terms and conditions under which you agree to purchase products from us, and any express or implied condition, statement or warranty (statutory or otherwise) not stated herein is hereby excluded.
Pursuant to Clause 1.9 ‘Important Safety & Handling Information’, storing, handling or operating the products contrary to prescribed methods will void all statutory warranties immediately and entirely.

4.2 Return/Refund of Orders:

In the unlikely event that a product is faulty, you may return the item to us for If the item fails our quality tests, you may have the option of a repair, replacement or full refund.
No returns will be accepted by us unless expressly authorised by PhaseSlides.
All goods must be returned in original factory condition with all packaging, promotional items, wrapping, bags, boxes unopened.
Freight on authorised returns is at your expense. All returned goods remain your responsibility until physically received by us at our premises.
We reserve the right to reject any refund claim at our discretion, except as required by law.
An administrative re-stocking surcharge may apply, to be calculated by us at our sole discretion.
Pursuant to Clause 3 ‘Claims’, all claims for shortages, loss or damage must be made by you in writing to us within 5 business days of receipt of the goods.

5. Delivery

5.1 Charges:

We will deliver goods to you, and you will be responsible for payment of any delivery costs incurred. Delivery costs may include any applicable import duties, external tariffs/levies, customs processing costs, and carrier surcharges.

5.2 Timescales:

In the event that you specify a delivery date, we will make reasonable endeavors to comply with your request. We will not be liable for any loss or damage of any kind whatsoever in the event that we aren’t able to comply with your request to deliver at a certain time or date. You agree that you will not make any claim against us for any loss or damage incurred as a result of late delivery, and you will remain liable to us for payment of the order.

5.3 Claims:

All claims for shortages, loss or damage must be made by you in writing to us within 5 business days of receipt of the goods.

6. INFORMATION & PRIVACY

6.1 Privacy Policy:

We will take measures to protect the security, integrity and privacy of your personal data, and to comply with relevant privacy laws.
By using our site, and by purchasing or registering for any of our services or products, you accept that personal data will be gathered and stored in our system.

For example, personal data collected may include:

Contact details you provide us via our forms, E.g. name, email address, ordering/billing information, postal addresses,
Payment details, E.g. banking & credit card information,
Feedback & details received in surveys, competitions & questionnaires, and
Information captured in website authentication and tracking.
- We will utilise security measures to prevent the loss, misuse, and alteration of the information under its Financial information you submit via our online purchasing system is protected by 256bit SSL encryption during transmission.
- We will not disclose, sell, distribute, rent, license, share or pass your information on to any third parties, other than those who are directly contracted to us (except where we are obliged by law to make such a disclosure).
- Authentication and tracking logs will be used to produce usage statistics. This information does not contain any personally identifiable. We reserve the right to have logs and databases analysed by external service providers, in which case we will take steps to protect the security, integrity and privacy of the data.
- This data will be used by us to provide you with the services and products you have ordered or expressed interest. Where you have given us consent, we may also use it to notify you of new services/products, as well as our changes/news/activities/promotions.
- You will not hold us liable for any loss or damage you may incur as a result of the unintentional disclosure of personal

6.2 Customer Details:

Where applicable, you agree to notify us in writing of any later changes to the details provided in your trade credit application following its approval. You indemnify us against any loss or damage incurred as a result of your failure to notify us of any such change.

6.3 Change of Ownership Information:

You agree to notify us in writing of any change in your ownership information within 7 days from the date of such change, and indemnify us against any loss, damage or costs incurred as a result of your failure to notify us of any such change.

7. Retention of Title

7.1 Title of Goods:

Title to any goods sold by us to you shall not pass to you until you have paid for the goods in full, and all other monies outstanding under any other sales are also paid in full.

7.2 Risk:

Risk of loss / damage to the goods passes to you upon dispatch of the goods by us. Until payment of the full purchase price, or of all monies outstanding, you are to insure the items or goods against all risk. Any claim in respect of loss, damage or destruction of the items or goods is assigned to us.

7.3 Indemnity:

Where title has not yet passed from us to you, you indemnify us against any loss or damage to the goods howsoever caused.

7.4 Recovery of Goods:

In the event that you:

fail to pay for the goods as and when due,
breach any of the conditions of the Terms & Conditions of Sale,
commit an act of bankruptcy (or become bankrupt),
have a receiver appointed to you,
are placed into liquidation,
enter into a scheme of arrangement with your creditors,
have execution issued against your property, and the execution is returned unsatisfied, or are insolvent.

We may retake possession of any of its items or goods which have been supplied to you and for which payment has not been received by us.

You indemnify us, and our servants, agents, representatives and employees in relation to any loss, expense, travel, legal fees, disbursement, costs, or damage occurring as a result of retaking possession of said goods .

8. Personal Property Securities Act 2009 (Cth) (“PPSA”)

In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.
You acknowledge and agree that these Terms and Conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account) – being a monetary obligation of you to us – that have previously been supplied and that will be supplied in the future by us to you.
You undertake to:

promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which we may reasonably require to:
- register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;
- register any other document required to be registered by the PPSA; or
- correct a defect in a statement;
indemnify, and upon demand reimburse us for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;
not register a financing change statement in respect of a security interest without our prior written consent;
not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without our prior written consent;
immediately advise us of any material change in your business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

The parties agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these Terms and Conditions.
You hereby waive your rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
You waive your rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
Unless otherwise agreed to in writing by us, you waive your right to receive a verification statement in accordance with section 157 of the PPSA.
Subject to any express provisions to the contrary (including those contained in this clause 8) nothing in these Terms and Conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.