Terms & conditions

01General

These terms apply to every agreement, order, quote and tender for goods or services with Oresome Products. They replace any terms supplied by the customer or supplier.

If these terms conflict with an agreement, these terms take precedence unless the change is made in writing and signed.

02Definitions

The full document defines Agreement, Customer, Supplier, Goods and/or Services, Incoterms and Taxes (including value added tax, duties and import charges).

03The goods

An agreement takes effect only once both parties accept it in writing.

Goods must meet the agreed specifications and come with the relevant safety and operating documentation. Resale must not infringe anyone else's rights.

04The services

We perform services with the care and skill expected in our industry, and meet the agreed dates.

The customer provides site access, safety induction and the information we need, and covers losses caused by its own non-compliance.

05Price, invoicing and payment

Prices are in Australian dollars and exclude tax, transport, insurance and destination charges unless agreed otherwise.

Payment is due within 30 days of invoice, or cash on delivery. Late payments attract interest of 2% per month, compounded monthly.

We may suspend supply if an undisputed amount is still unpaid 14 days after it falls due.

06Price adjustment

Prices are fixed for the term of the agreement unless both parties record a change.

Extra costs caused by customer instructions are payable by the customer. For services running longer than 12 months, we may review the price.

07Delivery

Goods must arrive by the agreed dates. Time is of the essence.

Sea freight follows Incoterms (CFR or CIF). We may reject early or partial shipments.

08Independent contractors

Each party is independent and cannot bind the other. We may use subcontractors but remain responsible for our obligations.

09Risk and ownership

Risk passes when goods come into the receiving party's care, custody and control at the destination during business hours.

Ownership passes on full and final payment.

10Inspection, defects and rejection

Goods are not accepted until inspected and tested within a reasonable time.

Defects are fixed at the cost of the party at fault. We may choose repair by a third party or a price reduction.

11Indemnity

The supplier or customer indemnifies Oresome Products against losses arising from its acts, breaches, defects, breaches of law, injuries to its employees and patent claims. We may withhold payment until these obligations are met.

12Use of names and logos

Neither party may use the other's name or logos in marketing or elsewhere without prior written consent.

13Termination and breach

Services: 60 days' written notice to end in full, or 30 days to end in part. Goods: 30 days' written notice.

Either party may terminate immediately if the other becomes insolvent. Unlawful cancellation requires payment of third-party costs incurred.

14Confidentiality

Confidential information must not be disclosed and must be protected with at least reasonable care. These obligations continue after the agreement ends.

15Intellectual property

Intellectual property in goods stays with the supplier, which indemnifies us against infringement claims.

Copyright in service deliverables passes to the customer. These obligations continue for 10 years after termination.

16Warranties

Goods must conform to the agreed specifications, be free from defects, be fit for purpose and not infringe third-party intellectual property.

17Force majeure

Neither party is liable for delays caused by events beyond its control, such as strikes or natural events, if it gives written notice.

If performance is excused for 30 continuous days, the affected party may terminate the services.

18Ethics and conflicts of interest

Both parties act in utmost good faith. We may terminate immediately for conduct that compromises an ethical relationship.

Any actual or suspected conflict of interest must be reported to a senior Oresome Products manager.

19Assignment

Neither party may assign or transfer its rights or obligations without the other's written consent.

20Dispute resolution

The parties first try to resolve a dispute in good faith after written notice. If that fails, arbitration under the Arbitration Foundation of Australia applies at a place we nominate, unless litigation is pursued.

21Validity of quotes

Quotes and proposals are valid for at least 30 days from submission unless the agreement says otherwise.

22Notices and governing law

Notices go to each party's nominated address. Posted notices are taken as received on the tenth day after posting.

Variations must be in writing and signed. Invalid terms are severed. The laws of Australia apply, and disputes go to Australian courts.