Terms and Conditions of Trade

Terms and Conditions of Sale

1. Order of Precedence 

Any Purchase Order issued by the Client is accepted solely as confirmation of the order and does not amend, replace or supersede the terms of this quotation or the Jayce Electrics & Engineering Pty Ltd Terms & Conditions of Sale.

The Client's standard purchasing terms and conditions, whether contained in a Purchase Order or otherwise, are expressly rejected and shall have no force or effect unless specifically accepted in writing by a Director of Jayce Electrics & Engineering Pty Ltd.

The issue or acceptance of a Purchase Order shall not constitute acceptance by Jayce Electrics & Engineering Pty Ltd of any additional or inconsistent terms.

2. Pricing

Prices are as specified in the quote and are exclusive of taxes, duties, shipping, or other additional charges unless otherwise stated. Prices are valid for 14 days from the date of the quote unless otherwise specified. Seller reserves the right to modify prices after the expiration date of the quote or if there are changes in material costs, labor costs, or unforeseen circumstances.

3. Payment Terms

Unless otherwise agreed, all payments are due within 14 days from the date of the invoice. Late payments are subject to a 2% per month late fee on the outstanding amount. In the event of non-payment, Seller reserves the right to suspend or cancel the order.

4. Delivery

Delivery times are estimated and are not guaranteed. Any delays in delivery do not constitute grounds for cancellation or claim for liquidated damages unless otherwise agreed in writing. The Seller will use reasonable efforts to meet the delivery schedule, but is not liable for delays caused by circumstances beyond its control, including but not limited to force majeure events.

5. Risk of Loss

The risk of loss or damage to the goods passes to the Buyer upon delivery to the carrier. Buyer is responsible for insurance during transit, unless otherwise agreed.

6. Acceptance of Goods

The Buyer must inspect the goods upon delivery. Any claims for damages, defects, or discrepancies must be reported to the Seller within 7 days from the date of delivery. Failure to notify the Seller within this period will constitute acceptance of the goods as delivered.

7. Warranty

Seller warrants that the goods sold will conform to the specifications agreed upon at the time of sale and be free from material defects under normal use. The warranty period is 3 months from the date of delivery. This warranty does not cover damages caused by misuse, negligence, or unauthorized modification.

8. Force Majeure

Seller shall not be held liable for failure to perform its obligations under this agreement due to events beyond its reasonable control, including but not limited to, natural disasters, acts of war, strikes, pandemics, or any other event deemed a "force majeure."

9. Liquidated Damages

Unless otherwise agreed in writing, the Seller is not responsible for liquidated damages, penalties, or claims arising from delays or failure to perform under this agreement. 

10. Intellectual Property

The Buyer acknowledges that any intellectual property, including patents, trademarks, or copyrights, related to the goods or services provided remains the property of the Seller unless otherwise agreed in writing.

11. Limitation of Liability

To the fullest extent permitted by law, the Sellers liability for any claim arising from the sale of goods or services shall not exceed the total amount paid by the Buyer for the specific goods or services directly giving rise to the claim. Seller shall not be liable for any indirect, incidental, or consequential damages, including loss of profit or business interruption.

12. Governing Law

These Terms and the associated contract will be governed by and construed in accordance with the State of Victoria, without regard to its conflict of law principles. Any disputes will be resolved in the competent courts of Victoria.

13. Entire Agreement

These Terms constitute the entire agreement between the Seller and the Buyer with respect to the goods or services described in the quote and supersede all prior agreements or communications, whether oral or written. Any amendments or modifications must be made in writing and signed by both parties.

14. Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

15. Confidentiality

The Buyer agrees to keep all confidential information, specifications, and pricing information provided by the Seller confidential and not to disclose such information to any third party without the prior written consent of the Seller.

16. Manufactured Products & Custom Switchboards

Unless otherwise agreed in writing, the following payment schedule applies to all manufactured products, custom switchboards, MCCs, distribution boards, starter panels, substations and associated equipment:

• 20% deposit payable upon receipt of the official Purchase Order to secure materials and commence engineering. 
• 30% progress payment payable upon receipt of the electrical enclosures and major electrical components. 
• 10% progress payment payable upon completion of manufacturing. 
• 20% progress payment payable upon successful completion of Factory Acceptance Testing (FAT), where applicable. 
• 20% final payment payable within 14 days of delivery. 

Production, Factory Acceptance Testing (FAT), delivery and commissioning may be withheld until all outstanding payments due under the above schedule have been received.