TERMS AND CONDITIONS OF TRADE FOR NON-WEBSHOP ORDERS

1. Interpretation
   1. Unless otherwise inconsistent with the context the word “person” shall also mean corporation;
   2. “goods” shall include services.
   3. Words importing the singular number shall be deemed to include the plural and vice versa. Words importing the male gender shall be deemed to include the female and neuter gender and vice versa.
   4. “Clarke & Severn Electronic Solutions” shall mean J A Severn Pty Ltd its successors and assigns
2. Offer and Acceptance
   1. Any quotation made by Clarke & Severn Electronic Solutions is not an offer to sell or to provide goods. Clarke & Severn Electronic Solutions shall not be bound by any order given in pursuance of any quotation until it is accepted in writing by Clarke & Severn Electronic Solutions or by the commencement of supply or the provision of goods. Unless otherwise agreed in writing, all orders are subject to acceptance by Clarke & Severn Electronic Solutions within 30 days of receipt by Clarke & Severn Electronic Solutions of the order. These terms and conditions shall be deemed to be incorporated into any agreement between Clarke & Severn Electronic Solutions and the purchaser. Any terms and conditions contained in any order, offer, acceptance or other document of the purchaser and all representations, statements, terms and conditions and warranties (whether implied by statute or otherwise) not embodied herein are expressly excluded to the fullest extent permitted by law.
   2. Prices quoted are for the supply of goods only and not for technical data, proprietary rights of any kind, or patent rights. All prices quoted or agreed upon maybe subject to a price variation where the exchange rate variation exceeds the base rate indicated on the quotation by +/- 3%.
   3. Insofar as goods or services supplied by Clarke & Severn Electronic Solutions are not of a kind ordinarily acquired for personal domestic or household consumption, and unless the purchaser establishes that reliance on this provision would not be fair and reasonable, the liability for breach of a condition or warranty; implied into this contract by the Trade Practices Act 1974 (other than a condition implied by Section 69) is limited:
      1. in the case of goods to any one of the following as determined by;
         1. the replacement of the goods or the supply of equivalent goods; or
         2. the repair of the goods; or
         3. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
         4. the payment of the costs of having the goods repaired;
      2. in the case of services to any one of the following as determined by;
         1. the supplying of the services again, or
         2. the payment of the cost of having the services supplied again.
3. Delivery
   1. Any date quoted for delivery is an estimate only unless a guarantee shall have been given by Clarke & Severn Electronic Solutions in writing. The purchaser shall accept and pay for goods if and when tendered notwithstanding any failure by Clarke & Severn Electronic Solutions to deliver by the quoted date.
      Written advice to the purchaser that goods are ready for delivery whether in whole or in part shall constitute tendering and the terms of payment shall apply.
   2. Clarke & Severn Electronic Solutions shall not be liable to any purchaser or any other party for any loss or damage including direct or indirect or consequential injury loss or damage whatsoever by reason of any delay in delivery whether the same is due to the negligence of Clarke & Severn Electronic Solutions or any other party, actions constituting fundamental breach of contract, strike or any other industrial action, or any other cause whatsoever.
   3. Clarke & Severn Electronic Solutions reserves the right to deliver by instalments and if delivery is made by instalments the purchaser shall not be entitled to terminate or cancel the contract.
   4. Any quotation containing a provision to supply goods “ex stock” is subject to fulfilment of prior orders at the date of receipt of the purchaser’s order
4. Payment
   1. Unless otherwise agreed in writing payment terms are net cash 30 days from the end of the month in which the goods are invoiced to the purchaser
   2. This term as to the payment shall be of the essence of the contract.
   3. In the event that the purchaser fails to make payment within the agreed trading terms then the purchaser shall pay for all goods in advance.
5. Title
   1. Notwithstanding the delivery of the goods or part thereof the goods remain the sole and absolute property of Clarke & Severn Electronic Solutions as full legal and equitable owner until such time as the purchaser shall have paid Clarke & Severn Electronic Solutions the full purchase price together with the full price of any other goods the subject of any other contract with Clarke & Severn Electronic Solutions.
   2. The purchaser acknowledges that he receives possession of and holds goods delivered by Clarke & Severn Electronic Solutions solely as bailee for Clarke & Severn Electronic Solutions until such time as the full price thereof is paid to Clarke & Severn Electronic Solutions together with the full price of any other goods then the subject of any other contract with Clarke & Severn Electronic Solutions.
   3. Until such time as the purchaser becomes the owner of the goods, he will;
      1. store them on the premises separately;
      2. ensure that the goods are kept in good and serviceable condition;
      3. secure the goods from risk, damage and theft; and
      4. keep the goods fully insured against such risks that are usual or common to insure against in a business of a similar nature to that of the purchaser
      1. Until the goods are paid for in full, Clarke & Severn Electronic Solutions authorises the purchaser to sell the goods as its agent. However, the purchaser shall not represent to any third parties that it is acting in any way for Clarke & Severn Electronic Solutions. Clarke & Severn Electronic Solutions will not be bound by any contracts with third parties to which the purchaser is a party.
      2. Records shall be kept by the purchaser of any goods owned by Clarke & Severn Electronic Solutions.
      3. The proceeds of any sale of the goods shall be paid into a separate account and held in trust for Clarke & Severn Electronic Solutions. The purchaser shall account to Clarke & Severn Electronic Solutions from this fund for the full price of the goods.
      4. The purchaser is entitled to a period of credit, but if prior to the expiration of the period of credit the goods are sold and the proceeds of sale received the purchaser shall account forthwith to Clarke & Severn Electronic Solutions for the price of the goods.
      5. Should the purchaser die, stop payment or call a meeting of its creditors or become insolvent or subject to the bankruptcy laws or being a company calls a meeting for the purpose of or to go into liquidation or has a winding-up petition presented against it or has a receiver or administrator appointed, Clarke & Severn Electronic Solutions may at its option notwithstanding its waiver of such default or failure and without prejudice to its other rights under this contract suspend or cancel this contract or require payment in cash before or on delivery or tender of goods or documents notwithstanding terms of payment previously specified or may repossess and take over the goods and dispose of the same in its own interest without prejudice to any claim it may have for damages for any loss resulting from such resale.
   4. In the event that the purchaser uses the goods/product in some manufacturing or construction process of its own or some third party, then the purchaser shall hold such part of the proceeds of such manufacturing or construction process as relates to the goods/product in trust for Clarke & Severn Electronic Solutions. Such part shall be deemed to equal in dollar terms to the amount owing by the purchaser to Clarke & Severn Electronic Solutions at the time of the receipt of such proceeds.
   5. If the purchaser does not pay for any goods on the due date then Clarke & Severn Electronic Solutions is hereby irrevocably authorised by the purchaser to enter the purchaser’s premises or any premises under the control of the purchaser as agent of the purchaser and use reasonable force to take possession of the goods without liability for the tort of trespass, negligence or payment of any compensation to the purchaser whatsoever.
   6. On retaking possession of the goods Clarke & Severn Electronic Solutions may elect to refund to the purchaser any part payment that may have been made and to credit the purchaser’s account with the value of the goods less any charge for recovery of the goods, or to resell the goods.
6. Risk
   Unless otherwise agreed in writing, risk in the goods shall pass to the purchaser at the time when the goods have been placed on the vehicle which is to effect delivery from Clarke & Severn Electronic Solutions’ store or warehouse or delivery to the purchaser whichever is the sooner. The goods shall remain at the purchaser’s risk at all times unless and until Clarke & Severn Electronic Solutions retakes possession of the goods pursuant to these terms and conditions.
7. Claims
   1. Subject to clause 2.2 herein, Clarke & Severn Electronic Solutions shall not be liable for any loss or damage whatsoever and howsoever arising whether direct indirect or consequential or in respect of any claim whenever and however made for any loss or damage deterioration deficiency or other fault or harm in the goods manufactured, work executed or services provided by or on behalf of or in any arrangement with Clarke & Severn Electronic Solutions or occasioned to the purchaser or any third or other party or to his or their property or interest and whether or not due to the negligence of Clarke & Severn Electronic Solutions its servants or agents.
   2. As soon as any of the facts or matters which form any part of any claim or complaint whatsoever become known to the purchaser, the purchaser shall within fourteen days notify Clarke & Severn Electronic Solutions in writing of the same.
   3. Clarke & Severn Electronic Solutions shall not be liable in any circumstances for any;
      1. defects or damages caused in while or in part by misuse, abuse, neglect, electrical or other overload, nonsuitable lubricant, improper installation repair or alteration (other than by ) or accident.
      2. any transport freight charges installation removal labour or other costs;
      3. defects in goods not manufactured by it but will endeavour to pass on to the purchaser the benefit of any claim made by Clarke & Severn Electronic Solutions and accepted by the manufacturer of such goods under a warranty given by the manufacturer of such goods provided that nothing contained in this subparagraph shall limit the rights of the purchaser to proceed against Clarke & Severn Electronic Solutions pursuant to the Trade Practices Act 1974.
      4. technical advice or assistance given or rendered by it to the purchaser or not in connection with the manufacture construction or supply of goods for or to the purchaser provided always that Clarke & Severn Electronic Solutions has rendered such services with due care and skill and that any material supplied in connection with those services are reasonably fit for the purpose for which they are supplied.
   4. The exemptions, limitations, terms and conditions in these terms and conditions shall apply whether or not the loss or damage is caused by negligence or actions constituting fundamental breach of contract.
8. Returns/Cancellations
   No goods may be returned to Clarke & Severn Electronic Solutions without prior written authorisation via a return material authorisation (RMA). A restocking fee
   of up to 25% of the price shall be payable by the purchaser for all returns which relate to incorrectly ordered goods. Order cancellations will be accepted discretion solely at thereof Clarke & Severn Electronic Solutions and any cancellation penalties applied by the manufacturer will be paid by the purchaser.
9. Force Majeure
   If by reason of any fact, circumstance, matter or thing beyond the reasonable control of Clarke & Severn Electronic Solutions, Clarke & Severn Electronic Solutions is unable to perform in whole or in part any obligation under this agreement, Clarke & Severn Electronic Solutions shall be relieved of that obligation under this agreement to the extent and for the period that it is so unable to perform and shall not be liable to the purchaser in respect of such inability.
10. Default
    Upon the occurrence of default by the purchaser in compliance with these terms or any other agreement with Clarke & Severn Electronic Solutions;
    1. Clarke & Severn Electronic Solutions may at its discretion withhold further supplies of goods or cancel this agreement, or vary the terms of this agreement without prejudice to its rights hereunder PROVIDED HOWEVER that Clarke & Severn Electronic Solutions may at any time and from time to time upon such terms as it may determine waive any of its rights under this Clause, but without prejudice to its rights thereafter of any of the events hereinbefore referred to or upon the continuation after any such waiver of any state of affairs the subject of such waiver.
    2. Without prejudice to any other right or remedy the purchaser shall indemnify Clarke & Severn Electronic Solutions against any costs’ fees charges and disbursements charged by any solicitor engaged for the purpose of the collection or recovery of moneys due and payable by the purchaser to Clarke & Severn Electronic Solutions on an indemnity basis and any fees, charges, disbursements or commissions charged by any mercantile agency or debt collecting firm.
    3. The purchaser shall pay to Clarke & Severn Electronic Solutions an administration fee of $50.00 on the occurrence of every event of
11. Charge
    The Purchaser hereby charges with payment of any indebtedness to Clarke & Severn Electronic Solutions all beneficial interest (freehold and leasehold) in land and personal property held now or in the future by the Purchaser. The Purchaser agrees that if demand is made by Clarke & Severn Electronic Solutions, the Purchaser receiving such a demand will immediately execute a mortgage or other instrument of security, or consent to a caveat, as required, and against the event that the Purchaser fails to do so within a reasonable time of being so requested, the Purchaser hereby irrevocably and by way of security, appoints any credit manager or solicitor engaged by Clarke & Severn Electronic Solutions to be its true and lawful attorney to execute and register such instruments. Notwithstanding any other provision in this clause and in addition thereto Clarke & Severn Electronic Solutions may lodge a caveat noting the interest given by this charge on the title of any property of the Purchaser.
12. GST
    The Purchaser must pay to Clarke & Severn Electronic Solutions any amount which is payable by Clarke & Severn Electronic Solutions in respect of any supply to the Purchaser on account of GST. Each charge or fee for a supply rendered by Clarke & Severn Electronic Solutions does not include an amount to cover the liability of Clarke & Severn Electronics for GST on any supplies made under this agreement which are taxable supplies within the meaning of the GST Act. In relation to taxable supplies made
    under this agreement Clarke & Severn Electronic Solutions agrees to issue the Purchaser with a tax invoice in accordance with the GST Act or a document satisfying the minimum information requirement set out in GSTR 2000/2003 to entitle a recipient of a taxable supply to claim an input tax credit without holding a tax invoice.
    “GST” means GST as defined in a New Tax System (Good and Services Tax Act 1999). “Supply” means supply as defined in a New Tax System (Goods and Services Tax Act 1999).
13. Trusts
    This clause applies if the Purchaser is a trustee and whether or not Clarke & Severn Electronic Solutions has notice of the Trust.
    1. Where the Purchaser comprises two or more persons and any of those persons is a Trustee this clause applies to such Trustee.
    2. The Purchaser agrees that even though the Purchaser enters into this Agreement as Trustee of the Trust, the Purchaser also shall be liable personally for the performance and observance of every covenant to be observed and performed by the Purchaser expressed or implied in this Agreement.
    3. The Purchaser warrants its complete, valid and unfettered power to enter into this Agreement pursuant to the provisions of the Trust including power to obtain the credit facility from Clarke & Severn Electronic Solutions and to enter into the covenants to be observed and performed by them expressed or implied in this Agreement and warrants that its entry into this Agreement is in the due administration of the Trust.
    4. The Purchaser covenants that the rights of indemnity which it may have against the property of the Trust have not been, and in the future will not be, excluded, modified, released, lost or diminished (whether by agreement, breach of trust or otherwise).
    5. The Purchaser shall not, without Clarke & Severn Electronic Solutions’ prior written consent:
       1. resign or be removed as Trustee of the Trust or appoint or allow the appointment of a new or additional Trustee of the Trust;
       2. amend or revoke any of the terms of the Trust;
       3. vest or distribute the property of the Trust or advance or distribute any capital of the Trust to a beneficiary or resettle any of the property of the Trust;
       4. permit a beneficiary to have the use, occupation, employment or possession of the property of the Trust;
       5. do or permit or omit to do an act or thing in breach of the Trust or which would permit the Trustee to be removed as Trustee of the Trust;
       6. exercise or permit or allow to be exercised a power to change the vesting date of the Trust or provide for an early determination of the Trust;
       7. lend any money, give any guarantee or incur any debt other than in the ordinary course of business of the Trust; or
       8. pay any of the income of the Trust to any beneficiary of the Trust if such payment will prejudice or affect the Purchaser’s ability to pay all monies due to.
14. Service
    The parties agree that service of any notices, demands, proceedings summons suits or actions (process) upon the Purchaser may be effected by Clarke & Severn Electronic Solutions or its solicitors sending such process by prepaid post to the address given in the Credit Application as the address of the Purchaser. Service shall be deemed to have been effected two business days after the posting of the process.
15. Jurisdiction
    The parties agree that the terms and conditions applying to any credit account opened in the name of the applicant and any other contract between Clarke & Severn Electronic Solutions and the purchaser shall be governed by the laws of the State of New South Wales in force for the time being and from time to time, and the parties irrevocably submit generally and unconditionally to the jurisdiction of the Courts of New South Wales in respect of claims, proceedings and matters arising out of or in respect of the said credit account or any said contract.

ADDENDUM A
TERMS AND CONDITIONS OF TRADE FOR WEBSHOP ORDERS

1. Orders
   Placement of any order either verbally or in writing or by electronic information transfer in response to the Sellers offer shall constitute recognition and acceptance, by the buyer of the Sellers Terms & Conditions of Sale as being the only ones that shall apply to the entire transaction.
2. Prices
   1. Typographical and clerical errors are subject to correction.
   2. Exchange Rate Variation applies where the exchange rate varies by 3% above or below the Base Exchange Rates Quoted, and the variation will be calculated on the day of invoicing.
   3. We reserve the right to amend the prices quoted after the order is accepted and before the order is invoiced if the supplier/ manufacturer varies the product prices before delivery or at the time of delivery due to raw material/ manufacturing cost increases, due to the impact of pandemics or changes in Duty and Tax Laws made by the Government from which the supplier ships from.
3. Terms of Payment
   We accept Mastercard, Visa, American Express and PayPal. No Payment method surcharge is applied.
4. Retention of Title
   Title to the goods supplied by the Seller to the Buyer, shall not pass to the Buyer until payment is received in full by the Seller.
5. Condition of Use
   Products sold by Clarke & Severn Electronic Solutions (CSE) may not be used in the design, development, production of or use of nuclear, chemical or biological weapons or ballistic missiles or in a facility engaged in such activities. If the purchaser has any information suggesting that CSE products are being used in such activities, then prior export authorization or export licences may be required from the Australian Government Dept of Foreign Affairs and Trade and from the US Department of Commerce Office of Export Licensing.
6. Delivery Dates
   Orders received by 12pm AEST, and items are in stock, will be dispatched the next business day.  If out of stock or on backorder, the stipulated lead times apply.The Shipping Carrier will be selected at our discretion unless customer specifies their courier service. Generally, parcels for delivery within NSW will take 2-4 business days and to Interstate destinations will take 3-6 business days.   All delivery times are from the date of dispatch.If you have selected to use your own courier, we require all necessary information, before shipment can proceed.International deliveries are shipped by UPS to New Zealand and the rest of the world by DHL Express.  In both instances, the estimated time allowance is determined by the shipping carrier as per their schedule and is not controlled or estimated by us.  Delivery commences from the time of pick up and may be subject to delays from causes beyond our control.

   We do not accept responsibility for damages or losses, consequential or direct of any kind resulting from failure to deliver as quoted. In all offers the products & services are subject to prior sale or booking.

7. Backorders
   When an order is a combination of goods in stock and backordered stock, the total order will be dispatched when the backordered products arrive and are ready for delivery, in accordance with stipulated lead times. Split orders are available and shipping will be charged for each delivery.
8. Delivery Charges
   Within Australia:
   1. Free Shipping. Additional charges to remote areas outside Capital Cities and Major Regional Centres may apply.
   2. A Flat rate for Express shipping is offered on all order value

   International deliveries: A Flat rate based on International Zones and Weight ranges using UPS and DHL Express – Courier surcharges may apply. Excludes Sanctioned Countries.

9. Delivery Restriction
   As the Authorised Distributor for Mini-Circuits in Australia and New Zealand we are unable to deliver Mini-Circuits products outside of Australia and New Zealand.
10. Returns
    No goods sold and delivered may be returned to us without our prior written authorisation via a return material authorisation number (RMA). A restocking fee of up to 25% applies to all returns which relate to incorrectly ordered goods or order cancellations. Any issues with delivery must be advised within 14 days.
11. Law Applicable
    All matters relating to the making, validity, construction and performance of this agreement shall be governed by the laws of NSW within the Commonwealth of Australia.
12. Variation
    No variation of these terms and conditions shall be binding on the company unless approved in writing by the company, notwithstanding that the variation may be made by conduct.
13. Claims
    All claims must be made within 14 days of receipt of goods. No claim will be accepted after this period of time.