Hardware Supply Terms & Conditions
1. About these Terms
1.1 These Terms govern all quotations, offers, sales and supplies of hardware and related services by Enexus Distribution Pty Ltd (ABN 25 692 297 644) (“Enexus”, “we”, “us”, “our”) to the entity named in the relevant purchase order or invoice (“you”, “your”).
1.2 Together with any accepted quotation, credit approval, technical schedule and your purchase order (to the extent accepted by us), these Terms form the Contract between you and us.
1.3 By placing an order, you are taken to have accepted these Terms.
2. Precedence & Inconsistent Terms
2.1 If there is any inconsistency between documents forming the Contract, they apply in this order of precedence:
a) any separate written supply or distribution agreement signed by both parties;
b) our written quotation (including any special conditions);
c) these Terms;
d) our order confirmation;
e) your purchase order (but only to the extent we expressly accept any of your additional terms in writing).
2.2 Any terms you purport to apply (e.g. on your purchase order or standard terms) that are inconsistent with or additional to these Terms are of no effect unless we expressly agree to them in writing.
3. Key Definitions
In these Terms:
ACL means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Business Day means a day that is not a Saturday, Sunday or public holiday.
Contract has the meaning in clause 1.2.
Goods means the hardware and any related services supplied under an order.
GST has the meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Loss includes any loss, damage, liability, cost, charge or expense, including legal costs on a reasonable basis, and includes indirect and consequential loss.
Personal Information has the meaning in the Privacy Act 1988 (Cth).
PPSA means the Personal Property Securities Act 2009 (Cth).
PPSR means the Personal Property Securities Register.
Purchase Order means a purchase order you issue and we accept.
4. Quotes, Orders & Acceptance
4.1 Our quotes are invitations to treat only, not offers. Unless stated otherwise, a quote is valid for 30 days from its date.
4.2 Orders must at least specify item codes, quantities, delivery address, requested delivery date and your purchase order number.
4.3 An order is only accepted when we issue a written order confirmation or start to fulfil it. We may accept or reject any order in whole or in part.
4.4 Any forecast volumes you provide are non‑binding and for planning only.
5. Pricing, Taxes & Regulatory Changes
5.1 Unless we say otherwise in writing, prices are in Australian dollars, exclusive of GST, duties, fees, levies and other government charges.
5.2 If a supply under the Contract is a taxable supply, you must pay us an amount equal to the GST payable on that supply, in addition to the price, and we will issue a compliant tax invoice.
5.3 If you ask to change specifications, quantities, delivery dates or other aspects of an accepted order, we may vary pricing and lead times acting reasonably to reflect the change.
5.4 If a significant change in law, regulation or mandatory cost (for example, new duties, carbon pricing or compliance charges) increases our cost to supply, we may increase affected prices by a reasonably corresponding amount on at least 10 days’ written notice.
6. Payment Terms
6.1 Unless we agree otherwise in writing, all hardware purchases must be paid in full prior to release of goods for dispatch. Goods will not be shipped, collected or allocated to a delivery until cleared funds are received.
6.2 If we agree to offer credit terms, those terms will be documented separately in writing and will apply only as expressly stated in that written agreement. No credit terms will apply unless confirmed by us in writing.
6.3 We may accept EFT, direct deposit or other methods we specify. If we allow credit card payment, amounts are due on the invoice date and surcharges (if any) will be disclosed.
6.4 If you do not pay on time, we may (without limiting any other rights):
a) charge interest on overdue amounts at up to 1.5% per month (or the maximum rate permitted by law, if lower), calculated daily;
b) recover from you our reasonable costs of collection;
c) suspend or cancel any delivery, credit or further orders.
7. Delivery, Risk & Transport
7.1 Unless otherwise agreed, we choose the carrier and delivery method using reasonable commercial judgment.
7.2 Any delivery date is an estimate only. We will use reasonable efforts to meet requested dates but do not guarantee timing and are not liable for Loss caused solely by early or late delivery, except to the extent the ACL requires otherwise.
7.3 Delivery is taken to occur when Goods are:
- unloaded at your nominated delivery address; or
- handed to your nominated carrier or agent,
whichever occurs first.
7.4 Risk of damage to, or loss of, the Goods passes to you on delivery.
7.5 We do not arrange in‑transit insurance unless you instruct us in writing at the time of order and agree to pay the additional cost.
7.6 We may deliver by instalments. Each instalment may be invoiced separately and must be paid as if it were a separate contract.
7.7 If you request non‑standard delivery (express, specialised freight, remote area service, specific carrier etc.), you are liable for the additional cost. For remote or hard‑to‑access locations, we may deliver to a reasonable regional depot or logistics hub and act as your agent for any onward transport (at your cost).
7.8 If you do not, or cannot, accept delivery on the agreed date:
- we may store the Goods at your risk;
- you must pay all reasonable storage, handling and re‑delivery costs; and
- after 45 days we may treat the order (or remaining part) as cancelled by you and charge you our reasonable costs and losses (including any shortfall on resale).
8. Title & Security Interests (PPSA)
8.1 Legal and beneficial title to the Goods remains with Enexus until we receive full, cleared payment of all amounts you owe us, whether under this Contract or any other arrangement.
8.2 Until title passes, you must store the Goods separately and clearly identify them as our property.
8.3 You may use or resell the Goods in the ordinary course of your business, but any proceeds you receive are taken to be held on trust for us to the extent of the amounts you owe.
8.4 You acknowledge that our retention‑of‑title arrangement creates a security interest (as defined in the PPSA) in the Goods and their proceeds in our favour.
8.5 You must do all things we reasonably require to:
- enable us to register and maintain one or more financing statements on the PPSR in respect of our security interest, with the priority we reasonably require; and
- ensure that our security interest is perfected, enforceable and has the priority we require.
8.6 Our security interest attaches to the Goods when you obtain possession of them.
8.7 If you do not pay when due, become insolvent or otherwise breach the Contract, we may (in addition to any other rights):
- suspend further deliveries;
- enter premises where we reasonably believe the Goods are located and recover them, without liability for trespass to the fullest extent permitted by law;
- sell or otherwise dispose of recovered Goods and apply proceeds to the amounts you owe.
8.8 To the extent permitted by law:
- you waive your right to receive any notice, statement or verification statement that the PPSA allows to be waived; and
- the enforcement provisions of Chapter 4 of the PPSA do not apply to our security interest except where they cannot be excluded.
9. Cancellations & Variations
9.1 You may request cancellation or variation of an order by written notice. If we agree, you must pay all reasonable costs we incur up to the time we receive and acknowledge your request, including materials, labour, third‑party charges and any restocking fees.
9.2 We may cancel or suspend an order (or part) if:
- you fail to pay any amount when due;
- you become insolvent or are subject to external administration;
- there is a force majeure event affecting us (see clause 18); or
- we otherwise reasonably believe we cannot safely or lawfully supply the Goods.
If we cancel other than due to your default, we will refund any pre‑payments for Goods not supplied.
10. Inspection, Acceptance & Claims
10.1 You must inspect Goods promptly on delivery and, in any event, within 14 days.
10.2 Claims for short delivery, visible damage or obvious non‑conformity must be made in writing within 14 days of delivery, with reasonable details and supporting evidence (e.g. photos, delivery docket notes).
10.3 Claims for latent defects must be made within a reasonable time after you become aware (or ought reasonably to have become aware) of the issue.
10.4 On request, you must allow us a reasonable opportunity to inspect and test the Goods the subject of a claim.
10.5 If you dispose of or alter the Goods without our written consent before we have had a reasonable opportunity to inspect them, you may be taken to have accepted them and waived related claims, except where the ACL requires otherwise.
11. Specifications, Quantities & Design Changes
11.1 Where you provide specifications, drawings or instructions, Goods will be deemed to comply if they fall within usual industry tolerances for the relevant product type.
11.4 We will deliver the quantities specified in your purchase order as accepted by us. Deliveries will match the ordered quantities unless otherwise agreed in writing.
11.3 Manufacturers and OEMs may make design changes or improvements to Goods at any time. If a change materially affects the form, fit or function for your order, we will notify you and discuss suitable alternatives.
12. Pallets & Returnable Packaging
12.1 Any pallets, crates or other returnable packaging used to deliver Goods remain our property (or that of our logistics provider or OEM, as applicable).
12.2 You must return them in good order within 28 days if we request it, or pay any reasonable hire or replacement fees we incur for non‑return or damage (fair wear and tear excluded).
13. Installation, Commissioning & Site Responsibilities
13.1 All electrical installation, connection and commissioning of the Goods must be performed by appropriately licensed electrical workers and contractors, in accordance with applicable laws and standards.
13.2 For work carried out in Australia, you must ensure that required Certificates of Electrical Safety are issued and all local compliance obligations are met.
13.3 Where we or our nominated subcontractor attend your site for delivery, commissioning or other services, you must ensure:
- safe, clear and reasonable access to the site and installation locations;
- compliance with WHS and electrical safety laws and your site rules notified in advance;
- that all prerequisite works (e.g. cabling, conduits, civils, network connectivity) are complete and ready.
13.4 If we are delayed or unable to complete work due to site conditions within your control, we may charge reasonable stand‑by or re‑attendance fees.
13.5 Unless we expressly agree in writing to undertake a site or network assessment, you are responsible for ensuring:
- electrical capacity, switchboard, and protection devices are suitable;
- communications infrastructure (e.g. LAN, 4G/5G, OCPP back‑end) is available and compatible;
- any third‑party equipment will interoperate with the Goods.
14. Software, Firmware & Connectivity
14.1 Goods may include embedded software or firmware. You receive a non‑exclusive, non‑transferable license to use that software solely as incorporated in the Goods, subject to the manufacturer’s license terms.
14.2 We or the OEM may provide updates or patches for security, performance or compatibility reasons. You must not tamper with or circumvent firmware protections.
14.3 Any remote monitoring, cloud platform or payment processing services are subject to separate terms (for example, platform or SaaS terms). Hardware supply under these Terms does not itself grant you any right to those services.
15. Warranties, ACL & Remedies
15.1 The Goods may be accompanied by consumer guarantees that cannot be excluded, restricted or modified under the ACL. Any term of the Contract that purports to exclude or limit those guarantees is void to that extent.
15.2 Where you acquire Goods for resupply or for use in trade or commerce, and to the extent permitted by law, our liability for failure to comply with any applicable statutory guarantee in relation to the Goods is limited, at our option, to:
- repairing the Goods;
- replacing the Goods or supplying equivalent goods;
- paying the cost of repair; or
- paying the cost of replacement or of acquiring equivalent goods.
15.3 Where the OEM or manufacturer provides a written warranty, we will pass the benefit of that warranty to you to the extent we are permitted, and our obligations are limited to assisting you to make a claim under that warranty, unless we expressly state otherwise in writing.
16. Returns & RMA Process
16.1 You must not return Goods without a Return Material Authorisation (RMA) from us.
16.2 Suspected DOA or early‑life failures should be notified promptly (ideally within 14 days of delivery) with serial numbers, a description of the issue, and any relevant logs or photos.
16.3 On return, we or the OEM may test the Goods. Based on that assessment, we may (depending on the applicable warranty and law) repair, replace, credit or return the Goods to you.
16.4 If no fault is found or the issue is caused by factors outside the warranty (e.g. incorrect installation, misuse, power quality issues, vermin, water ingress inconsistent with the IP rating), we may return the Goods to you and charge reasonable testing, handling and freight costs.
16.5 Unless the ACL or a manufacturer’s warranty requires otherwise, you are responsible for freight to our nominated RMA location; we will cover freight back to you for warranted replacements.
17. Limitation of Liability
17.1 To the extent permitted by law, our aggregate liability to you arising out of or in connection with the Contract (whether in contract, tort, statute, equity or otherwise) is capped at an amount equal to the price paid or payable for the specific Goods giving rise to the claim.
17.2 To the extent permitted by law, we are not liable for any indirect or consequential Loss, including loss of profit, revenue, business interruption, loss of data, or loss of opportunity.
17.3 Clauses 17.1 and 17.2 do not limit:
- any non‑excludable rights or remedies you may have under the ACL; or
- our liability for personal injury or death caused by our negligence, to the extent such liability cannot be excluded.
18. Force Majeure
18.1 Neither party is liable for delay or failure to perform an obligation (other than an obligation to pay money) to the extent caused by events beyond its reasonable control, including acts of God, extreme weather, fire, flood, war, civil unrest, strikes, epidemic or pandemic, supply chain disruption, transport failures or government action.
18.2 The affected party must:
- promptly notify the other of the event and its impact; and
- use reasonable efforts to mitigate and resume performance.
18.3 If a force majeure event continues for more than 60 days, either party may terminate the affected order on written notice without penalty, other than obligations that accrued before termination.
19. Compliance, Export & Sanctions
19.1 You must comply with all applicable laws and regulations relating to your purchase, use, resale and export of the Goods, including any sanctions, export controls or customs requirements.
19.2 You must not use or resell the Goods in breach of any applicable sanctions or export control laws, and you indemnify us for Loss arising from your breach of this clause.
20. Confidentiality & Intellectual Property
20.1 Any technical information, drawings, manuals, pricing, software, or other non‑public information we provide is our confidential information. You must keep it confidential and use it only to evaluate or use the Goods, unless disclosure is required by law.
20.2 All intellectual property rights in or relating to the Goods, documentation, software and any improvements remain owned by us, our related bodies corporate or our OEM partners.
20.3 If you provide designs, specifications or instructions, you warrant that their use by us will not infringe the rights (including IP rights) of any third party and you indemnify us against any related claims.
21. Privacy & Data Protection
21.1 If we handle Personal Information in connection with the Contract, we will do so in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs), and our Privacy Policy available at enexus.com.au/privacy-policy/.
21.2 If you provide us with Personal Information about individuals (e.g. your staff or end users), you warrant that you are authorised to do so and that you have complied with your own privacy obligations.
21.3 If you disclose Personal Information to subcontractors or third parties in connection with the Goods, you must ensure they are contractually bound to handle that information in accordance with applicable privacy laws and (where relevant) with our Privacy Policy.
22. Set‑Off, Assignment & Subcontracting
22.1 We may set off any amount we owe you against any amount you owe us.
22.2 You must not assign, novate or otherwise transfer your rights or obligations under the Contract without our prior written consent.
22.3 We may assign or novate our rights or obligations, or subcontract any part of the supply, provided we remain responsible to you for the performance of our obligations.
23. Notices
23.1 Notices under the Contract must be in writing and sent by hand, post or email to the contact details last notified by the recipient.
23.2 A notice is deemed received:
- if hand‑delivered, when delivered;
- if posted within Australia, 3 Business Days after posting;
- if emailed, when sent (unless the sender receives an automated failure notice).
24. Governing Law & Dispute Resolution
24.1 The Contract is governed by the laws of Victoria, Australia.
24.2 Each party submits to the non‑exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia and waives any objection to proceedings in those courts.
24.3 Before starting court proceedings (other than for urgent injunctive or declaratory relief), senior representatives of the parties must meet (in person or by video) and use good‑faith efforts to resolve any dispute within 21 days after one party issues a written dispute notice.
25. General
25.1 Nothing in the Contract creates a partnership, joint venture, agency, fiduciary relationship or employment relationship between the parties.
25.2 The Contract is the entire agreement in relation to its subject matter and supersedes all prior discussions, negotiations and understandings.
25.3 We may update these Terms from time to time. The version in force when we accept your order applies to that order, unless we agree otherwise in writing.
25.4 If any provision is invalid or unenforceable, it is severed and the remaining provisions continue in full force.
25.5 A failure or delay to exercise a right, power or remedy does not operate as a waiver. A waiver must be in writing and signed.
25.6 These Terms are intended to comply with the ACL unfair contract terms regime. If any provision is held to be unfair or void, it will be read down or severed to the extent necessary, and the remainder will continue.
26. Contact Details
You can contact us about these Terms by:
Email: support@enexus.com.au
Phone: +61 3 8582 0853
Postal: Level 1, 530 Little Collin Street, Melbourne, VIC 3000, Australia
Website: enexus.com.au