Endless Process Automation ABN –  93 676 968 700

Quotations & Orders

• All quotations are valid for 30 days unless otherwise stated in writing.
• Quotations provided by Endless Process Automation do not constitute a binding offer. Orders only become binding upon formal written acceptance from the Supplier.
• Prices quoted are exclusive of GST unless specifically stated otherwise.
• The Supplier reserves the right to revise quotations at any time prior to acceptance of an order.
• The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date)
• Any Quotation given by the Supplier shall not constitute an offer capable of acceptance until an Order has been issued by the Customer and an Order Confirmation is provided in writing by the Supplier. Quotations are only valid for a period of 30 days from the date of issue, unless the Supplier agrees in writing to extend that period.
• The Customer agrees that any items (including goods and services) that are not expressly set out in the Quotation and/or Order Confirmation are excluded from the Contract.
• The Suppliers will use its best to provide accurate estimates in any Quotation provided to the Customer. The Customer agrees that any prices, specifications, delivery and completion dates provided in the Quotation are estimates only and the Supplier will have no obligation to comply with the details contained within the Quotation unless it is set out in the Order Confirmation.
  
  

Payment Terms

• Unless otherwise agreed in writing, the Purchaser must pay all invoices within 30 calendar days from the invoice date.
• Late payments may incur interest charges at a rate of 5% above the NAB base interest rate, calculated daily.
• If payment is not received by the due date, the Supplier reserves the right to suspend deliveries and/or terminate agreements without liability.
• All payments must be made in full without deduction, withholding, or set-off.
• The Purchaser agrees that the Supplier may use the services of credit reporting agencies from time to time to obtain credit information concerning the Purchaser and may provide information to credit reporting agencies (and the Purchaser will procure the consent of its Directors to obtaining and disclosing credit information about them) in order to assess credit worthiness and this authority continues until all supply has ceased and all liabilities to the Supplier have been fully discharged.
  
  

Delivery & Risk

• Delivery is Ex Works (EXW) unless otherwise agreed in writing. Risk in the Goods passes to the Purchaser upon delivery.
• Any delivery times provided are estimates only. The Supplier is not liable for any delays outside of its control.
• Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
• If the Purchaser fails to take delivery, Endless Process Automation may charge storage and handling fees.
• The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel the Order or any other instalment
• Risk passes on Delivery
• The Purchaser must in its purchase order advise the Supplier of its requested delivery time. The Supplier is not liable for any claims for non-fulfilment or late Delivery of Goods or for any loss or damage (including indirect and consequential loss or damage) suffered by the Purchaser arising from delay in Delivery or failure to deliver due to circumstances beyond the Supplier’s reasonable control and the Purchaser releases the Supplier from any claims and must accept and pay despite late
  
  

Warranty & Returns

• Goods are warranted to be free from material defects for a period of 12 months from the date of delivery.
• All return requests must be submitted in writing within 7 days of delivery and must be approved by Endless Process Automation.
• Returns: Returned items will incur a 100% restocking fee.
• Cancellation: Once the order is placed cancellation will incur a 100% restocking fee.
• Warranty is void if the Goods are altered, misused, or improperly installed or damaged.
• Subject to extent permitted by law all implied conditions, warranties, guarantees and undertakings are expressly excluded and except as provided in this clause the Supplier is not liable for any loss or damage, whether direct or indirect (including consequential losses or damage) arising out of any breach of contract by the Supplier or any negligence of the Supplier, its employees or agents and the Purchaser releases the Supplier from those claims
• The Purchaser agrees that it does not rely and that it is unreasonable for the Purchaser to rely on the skill or judgement of the Supplier in relation to the suitability of any of the Goods for a particular purpose unless it has indicated that purpose in writing to the Supplier and the Supplier has agreed in writing that the Goods will be fit for the particular purpose.

Limitation of Liability

• To the fullest extent permitted by law, Endless Process Automation is not liable for indirect, special, incidental or consequential losses, including loss of profit or production.
• Supplier’s liability is limited to the value of the Goods supplied or the cost of their replacement or repair, whichever is lower.
• The Purchaser acknowledges and accepts that the Supplier shall not be responsible for any damage resulting from Force Majeure events.
• Notwithstanding any other provision of the Contract, to the maximum extent permitted by law, the liability of the Supplier to the Customer, whether arising under or in connection with the Contract or the performance or non-performance thereof or anything incidental thereto, and whether for breach or repudiation of contract, by way of indemnity, by statute (to the extent that it is possible to exclude and limit such liability), in tort (arising in respect of negligence, bailment or otherwise), or on any other basis in law or equity is hereby limited and excluded as follows:
• the Supplier shall have no liability whatsoever to the Customer for loss of use, production, profit, revenue, business, data, contract or anticipated benefit or saving, or for any delay (except for liquidated delay damages, if any) or for any financing costs or increase in operating costs or any economic loss or financial loss or cost (whether similar to the foregoing or not, and whether suffered by the Customer itself or a result of a claim by a third party) or for any special, indirect or consequential loss or damage;
• the total aggregate liability of the Supplier to the Customer is limited to the amount equal to the price paid by the Customer under the Contract for the Goods and/or Services from which the claim arises.
  
  

Purchaser Responsibilities

• Purchaser must provide accurate and complete technical specifications and site conditions at the time of order.
• Where on-site services are required, the Purchaser must provide safe access, all necessary permits, and a hazard-free environment.
• The Purchaser is responsible for compliance with all applicable laws, regulations, and standards concerning the installation and use of Goods.
  
  

Intellectual Property & Confidentiality

• All drawings, manuals, configurations, and data remain the intellectual property of Endless Process Automation or its suppliers.
• Purchaser agrees not to copy, use, or share any proprietary content without written permission.
• All commercial discussions and data shared by the Supplier are confidential and not to be disclosed to third parties without prior consent.
  
  

Indemnity

• The Purchaser agrees to indemnify and hold harmless Endless Process Automation against any loss, damage, or claim arising from the misuse, improper handling, or resale of Goods.
• This includes legal fees, injury claims, and any damage caused by third-party contractors engaged by the Purchaser.
• Without prejudice to any other rights the Supplier may have against the Purchaser and to the extent permitted by law, the Purchaser indemnifies the Supplier and holds it harmless from any loss, damage, claim or expense (“loss”) incurred by it if the Purchaser breaches any of these Conditions or cancels any order (or part of an order) for the Goods after acceptance by the Supplier and incurred by the Supplier as a result of any loss by any third party in respect of any damage, death or injury related to the Goods.
• The Purchaser indemnifies the Supplier from any claim made by a third party against the Supplier for any loss or damage (including loss or damage caused by the loss of or damage to property, personal injury or death, damage to reputation or good will, as well as direct or indirect or consequential costs, losses, expenses, lost profits and lost savings) suffered by a third party arising from or related to the supply or non-supply of Goods by the Supplier to the Purchaser (including but not limited to an act or omission that constitutes negligence, or other tort, or in breach or alleged breach of contract or statutory duty).
  
  

Retention of Title

• Ownership of all Goods remains with Endless Process Automation until payment is received in full.
• If payment is not made, the Supplier has the right to repossess the Goods, including entering the Purchaser’s premises to do so.
• Purchaser must not resell or otherwise deal with the Goods until full payment is received.
  
  

Force Majeure

• Supplier is not liable for failure to perform obligations due to causes beyond its control, including but not limited to natural disasters, war, strikes, supplier delays, or pandemics.
• Delivery times may be extended or contracts cancelled without penalty in such events.
• The Supplier will not be liable for any claims for non-fulfilment or late Delivery if actual Delivery of the Goods or any parts are delayed as a result of unforeseen events, including strikes or labour difficulty (whether or not involving the employees of a party) breakdown of machinery, suspension of any power supply, riots, war, civil commotion, act of God, adverse weather conditions, disaster caused by fire, wind, hazards or water, action of government or port authority, delay of vessel or inability to obtain transportation
  
  

Variation & Cancellation

• Cancellations or changes must be submitted in writing and confirmed by Endless Process Automation.
• Orders cancelled within 3 business days of scheduled work may incur charges up to 100% of labour plus all material and non-refundable expenses.
• Variations to scope, delivery, or technical requirements may be subject to additional charges.
  
  

Governing Law

• These Terms and Conditions are governed by the laws of Queensland, Australia.
• The parties agree to the exclusive jurisdiction of the courts of Queensland in any dispute.
  
  

Entire Agreement

• These Terms constitute the entire agreement between the parties and supersede any other communications or understandings.
• Any variation must be in writing and signed by both parties.
  
  

Acceptance of Terms and Conditions

By signing below, the Purchaser acknowledges they have read, understood, and agreed to the Terms and Conditions of Supply from Endless Process Automation as stated in this document.

Signed for and on behalf of the Purchaser:

Name: ______________________________

Position: ___________________________

Company: ___________________________

Date: ______________________________

Signature: __________________________