STRIKE GROUP AUSTRALIA PTY LTD

ACN 097 222 789 | ABN 61 097 222 789

TERMS OF SALE

Version 2026.1 | Effective 22 October 2026

Published at www.strike.com.au/policies/terms-of-service

These Terms of Sale apply to every supply of Goods by Strike Group Australia Pty Ltd. They are divided into four Parts. Not every Part applies to you. Clause 1 explains which Parts apply and which prevails if they conflict.

1. APPLICATION AND PRIORITY

1.1   These Terms comprise: Part A (General), which applies to every supply; Part B (Household Customers), which applies only where you acquire Goods wholly or predominantly for personal, domestic or household use or consumption; Part C (Account Customers), which applies only where Strike Group has approved a credit account for you; and Part D (Projects), which applies to every Project Order.

1.2   Where more than one document governs a supply and those documents are inconsistent, the following order of priority applies, with the earlier prevailing: (a) any written agreement signed by an Authorised Officer; (b) Part B; (c) Part D; (d) the signed Credit Account Application; (e) Part C; (f) the Strike Group quotation or order acceptance; (g) Part A.

1.3   Nothing in these Terms operates to exclude, restrict or modify any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or any other statute where to do so would contravene that statute or make any part of these Terms void. Where a statutory provision permits Strike Group to limit its liability, Strike Group’s liability is limited as set out in these Terms.

1.3A    Clause 1.3 applies to every Customer who is a Consumer within the meaning of section 3 of the ACL, whether or not Part B applies. Many business customers are Consumers under section 3 because the amount payable does not exceed $100,000. Where that is so, the consumer guarantees apply to that supply and clause 1.3 operates, and Parts C and D nonetheless continue to apply to that supply to the extent they are consistent with the ACL.

1.4   These Terms are incorporated into every contract for the supply of Goods formed by Strike Group’s acceptance of your order, or by your acceptance of a Strike Group quotation. Where you have signed a Credit Account Application, these Terms are incorporated into that application and into every supply made under the account.

1.5   Strike Group publishes the version and effective date of these Terms. The version in force at the date of your order governs that order. Superseded versions remain available on request.

Part A applies to every supply of Goods by Strike Group, subject to clause 1.2.

2. DEFINITIONS

2.1     In these Terms:

ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

Authorised Officer means a director of Strike Group, or a person whom a director of Strike Group has authorised in writing to bind Strike Group to the relevant document. A sales representative or account manager is not an Authorised Officer unless so authorised.

Consumer has the meaning given by section 3 of the ACL.

Customer means the person or entity acquiring Goods from Strike Group, and includes any person acting with that person’s authority.

Goods means all goods supplied by Strike Group to the Customer, and where the context permits includes any Services.

Guarantor means a person who has given a guarantee and indemnity of the Customer's obligations in a Credit Account Application.

Intended Application means the use, installation method, host device, vehicle, equipment and operating environment in which the Customer intends to use the Goods.

Operating Environment means the physical and operational conditions in which the Goods are used, including vibration, shock, temperature, humidity, ingress, chemical exposure, duty cycle, mounting method and power source.

Price means the price payable for the Goods determined under clause 4.

Project Order means an order described in clause 35.1.

Services means all services supplied by Strike Group, including any advice or recommendation.

Specification means the written technical specification for the Goods published by Strike Group, or stated in a Strike Group quotation or order acceptance, including any stated Operating Environment limits.

Strike Group means Strike Group Australia Pty Ltd ACN 097 222 789, its successors and assigns.

Strike Warranty means the warranty given under clause 10.

Warranty Period means the period stated in clause 10.2.

3. FORMATION AND ACCEPTANCE OF ORDERS

3.1   An order placed by the Customer, or the Customer’s acceptance of Goods supplied by Strike Group, constitutes acceptance of these Terms.

3.2   A quotation issued by Strike Group is an invitation to treat and is not an offer capable of acceptance unless it states otherwise. A quotation lapses on its stated expiry date, and in any case thirty (30) days after issue.

3.3   No contract is formed until Strike Group accepts an order in writing or delivers the Goods, whichever occurs first.

3.4   Goods are supplied only on these Terms, to the exclusion of any terms in the Customer’s order, purchase order, portal or standard conditions, whether or not those terms purport to prevail. This clause does not apply to the extent that an Authorised Officer has signed a separate written agreement with the Customer that expressly governs the supply. Where an Authorised Officer signs such an agreement, these Terms continue to apply to the extent they are not inconsistent with it.

3.5   Strike Group may accept or decline any order at its discretion.

3.6   Where more than one person comprises the Customer, those persons are jointly and severally liable.

4. PRICE AND PAYMENT

4.1   The Price is the price quoted by Strike Group where the Customer accepts the quotation within its validity period. Where no quotation applies, the Price is the price confirmed by Strike Group on acceptance of the order. Where neither applies, the Price is Strike Group’s current list price at the date the order is accepted. Strike Group will not increase the Price after an order is accepted without giving the Customer written notice and a right to cancel the affected Goods at no cost.

4.2   Strike Group may vary a quoted Price where the Customer varies the order, the Specification or the required delivery date, or where the quotation was based on information supplied by the Customer that proves incomplete or inaccurate.

4.3   Strike Group may require a deposit before commencing an order, and may require payment before delivery.

4.4   Time for payment is of the essence. Where no time is stated on the invoice, payment is due thirty (30) days after the date of the invoice.

4.5   The Customer must pay the Price in full without deduction, except as permitted by law. This clause does not apply where Part B applies.

4.6   Payment may be made by electronic funds transfer, credit or debit card, or any other method Strike Group accepts. Strike Group does not impose a card payment surcharge.

4.7   GST and any other tax, duty or levy applicable to the supply is added to the Price unless the Price is expressed to include it.

5. DELIVERY, RISK AND TITLE

5.1   Delivery occurs when the Customer takes possession of the Goods at Strike Group’s premises, or when the Goods are delivered to the Customer’s nominated address by Strike Group or its nominated carrier.

5.2   Delivery costs are included in the Price where the quotation or order acceptance says so, and are otherwise additional to the Price and notified before the order is accepted.

5.3   The Customer must make all arrangements necessary to take delivery when the Goods are tendered. Where the Customer fails to do so, Strike Group may charge a reasonable redelivery or storage fee.

5.4   Any delivery date given by Strike Group is an estimate. Subject to clause 1.3, Strike Group is not liable for loss arising from late delivery where caused by circumstances beyond its reasonable control. Where delivery is delayed by more than thirty (30) days beyond the estimated date, the Customer may cancel the affected Goods by written notice and Strike Group will refund any amount paid for them.

5.5   Strike Group may deliver the Goods in instalments. Each instalment is treated as a separate supply.

5.6   Risk in the Goods passes to the Customer on delivery, whether or not title has passed. Where title is retained under Part C and the Goods are damaged or destroyed after delivery, Strike Group is entitled to receive the insurance proceeds payable for the Goods.

6. SUITABILITY, RELIANCE AND INTENDED APPLICATION

This clause does not apply where Part B applies.

6.1   The Customer is responsible for selecting the Goods and for satisfying itself that the Goods are suitable for its Intended Application, including the Operating Environment in which the Goods will be used.

6.2   The Customer acknowledges that: it, and not Strike Group, has knowledge of its Intended Application and Operating Environment; Strike Group has not tested the Goods in the Customer's Operating Environment unless it has said so in a written statement under clause 6.4; and the performance of the Goods depends on factors outside Strike Group's control, including the host device, the installation method, the vehicle or equipment to which the Goods are fitted, third party components, and the manner and intensity of use.

6.3   Where the Customer selects the Goods by product code, specifies its own Operating Environment, and Strike Group has not issued a written statement that the Goods are suitable for that Operating Environment, the Customer acknowledges the following facts: the Customer made the selection; Strike Group did not test the Goods in that Operating Environment; and trial quantities were available to the Customer on request under clause 6.5 before ordering. Nothing in this clause purports to determine whether the Customer relied on Strike Group’s skill or judgement for the purposes of section 55 of the ACL, which is a question of fact.

6.4   Strike Group's personnel are not authorised to confirm that the Goods are suitable for a Customer's Intended Application. Strike Group confirms suitability only in a Specification, or in a written statement signed by an Authorised Officer that expressly states the Goods are suitable for that Intended Application. A Customer that intends to rely on Strike Group for suitability should obtain such a statement before ordering. Any other advice, sample, drawing, performance figure or application suggestion is given in good faith on the information available to Strike Group at the time.

6.5   Where the Customer intends to deploy Goods across a fleet, site or installed base, the Customer is responsible for testing a representative sample of the Goods in its own Operating Environment, in the configuration in which they will be deployed and with the third party accessories it will connect, before deployment. Strike Group may, on request and on terms it agrees, supply trial quantities for that purpose. Trial and pre-production units are supplied for evaluation. Where the Customer keeps a trial unit in service after evaluation, the Strike Warranty applies to it from the date of delivery.

6.6   The Goods quoted are those the Customer selected or requested, unless a written statement signed by an Authorised Officer states that Strike Group selected them for the Customer's Intended Application.

7. SPECIFICATIONS AND OPERATING ENVIRONMENT

7.1   Where Strike Group has issued a Specification for particular Goods, that Specification states the conditions and limits within which those Goods are designed and tested to perform, and the Customer must review it before ordering. Strike Group has not issued a Specification for every product it supplies, and where none has been issued Strike Group makes no statement about the conditions in which the Goods will perform. Specifications are available from Strike Group on request.

7.2   Where Strike Group has issued a Specification, Strike Group draws the Customer’s attention before supply to the specific Operating Environment limits and known limitations stated in it.

7.3   Where Strike Group has issued a Specification, the Goods are designed and tested to perform within it. Subject to clause 1.3, Strike Group is not liable for any failure, damage or reduction in performance to the extent caused by: use outside the Specification; installation or fitment not in accordance with Strike Group’s instructions; modification of the Goods without Strike Group’s written consent; use with a host device, component or accessory not specified or approved by Strike Group; fair wear and tear; or accident, misuse, neglect or failure to maintain.

7.4   Where no Specification has been issued for the Goods, or the Customer’s Operating Environment is not covered by one, Strike Group has not tested the Goods in that environment and has made no statement about their performance in it. The Customer may request a written Specification and Strike Group is under no obligation to issue one.

7.5   Strike Group may improve or vary the Goods and the Specification. Strike Group will notify the Customer of any variation before delivery of the varied Goods. Where the varied Goods are not materially equivalent to those ordered, the Customer may cancel the affected Goods at no cost.

8. INSPECTION, SHORTAGE AND VISIBLE DAMAGE

This clause deals with matters apparent on inspection. Latent defects are dealt with under clauses 9 and 10.

8.1   This clause 8 does not apply where Part B applies. The Customer must inspect the Goods promptly on delivery and must notify Strike Group in writing within seven (7) days of delivery of any shortage in quantity, incorrect Goods, or damage or defect that is apparent on reasonable inspection.

8.2   Where the Customer notifies Strike Group under clause 8.1, Strike Group must be given a reasonable opportunity to inspect the Goods before they are used, altered or returned.

8.3   Failure to notify within the period in clause 8.1 does not affect the Customer’s rights in respect of a defect that was not apparent on reasonable inspection, or any right the Customer has under Part B or under the ACL.

8.4   Where a valid notification is made under clause 8.1, Strike Group will at its election make good the shortage, supply the correct Goods, repair or replace the damaged Goods, or credit the Price of the affected Goods.

8.5   Goods are not accepted for return except in accordance with this clause 8, clause 10, or Part B.

8.6   Where Strike Group agrees to accept a return, the Goods must be returned within seven (7) days of that agreement, in the condition in which they were delivered, with all packaging and documentation, and (except where the return is due to Strike Group’s error in the Goods supplied, or an entitlement under Part B) at the Customer’s cost.

8.7   Strike Group may accept a return for credit where the Customer has simply changed its mind, and may apply a handling fee of up to twenty percent (20%) of the value of the returned Goods plus freight. No handling fee applies to Goods returned because they are defective, incorrectly supplied, or returned under an entitlement in Part B or under the ACL.

9. LATENT DEFECTS AND CLAIMS

9.1   Where the Customer becomes aware of a defect in the Goods that was not apparent on reasonable inspection, the Customer must notify Strike Group in writing as soon as reasonably practicable after becoming aware of it. Notification before the end of the Warranty Period is a condition of a claim under the Strike Warranty in clause 10 only. It is not a condition of, and does not limit, any right the Customer has under the ACL, which are not subject to the Warranty Period.

9.2   A notification under clause 9.1 must include the invoice or order reference, the quantity affected, a description of the failure, the date the failure was first observed, and a description of the Operating Environment and installation method.

9.3   The Customer must, on request, make the affected Goods and the installation available for inspection by Strike Group, and must provide reasonable access to information about the Operating Environment and any changes to it.

9.4   Where the Customer makes a claim and investigation establishes that the Goods conform to the Specification and the failure was caused by a matter within clause 7.3, Strike Group may charge the Customer its reasonable costs of investigation, provided those costs were notified and agreed in advance. Where the claim is valid, Strike Group bears the costs of investigation. This clause does not apply where Part B applies.

10. STRIKE WARRANTY (GOODS MANUFACTURED BY STRIKE GROUP)

10.1   Strike Group warrants that Goods manufactured by or for Strike Group and supplied under the Strike Group brand will, at the time of delivery and for the Warranty Period, be free from defects in materials and workmanship and will conform in all material respects to the applicable Specification.

10.2   The Warranty Period is twelve (12) months from the date of delivery, unless a longer or shorter period is stated in the applicable Specification, quotation, order acceptance or published product warranty, in which case that period applies.

10.3   Where Strike Group repairs or replaces Goods or any part of Goods under this clause 10, the repaired or replaced item is warranted under the Strike Warranty for the balance of the original Warranty Period only. Repair or replacement does not restart, extend or renew the Warranty Period for those Goods or for any other Goods. No extension of the Warranty Period applies to a repaired or replaced part unless an Authorised Officer has agreed to one in writing, and an agreed extension applies only to that part and in no event extends beyond eighteen (18) months from the date of original delivery of the Goods. This clause governs the Strike Warranty only and does not affect any consumer guarantee that applies to replacement Goods or to a repair.

10.4   The Strike Warranty does not apply to the extent that clause 7.3 applies, or where the Goods have been resold or on-supplied and the failure arises from the manner of that on-supply or from installation by a third party.

10.5   To claim under the Strike Warranty the Customer must notify Strike Group in accordance with clause 9 and, if requested, return the Goods to Strike Group at 1/12 Fraser Rd, Northgate, Queensland 4013. Subject to clause 1.3, the Customer is responsible for removing the Goods from any vehicle, equipment or installation and for returning them to Strike Group, at its own cost. Where Part B applies, Strike Group bears the reasonable cost of return for valid claims and, where the Goods cannot be removed or returned without significant cost to the Customer, will collect them at its own expense.

10.6   Where a valid claim is made under the Strike Warranty, Strike Group will at its election repair the Goods, replace the Goods, or credit or refund the Price of the Goods. Where the failure is a failure to comply with a consumer guarantee and is a major failure within the meaning of the ACL, the choice of remedy is the Customer’s: the Customer may reject the Goods and choose a refund or a replacement, or keep the Goods and claim compensation for the reduction in value, and may in either case claim compensation for any other reasonably foreseeable loss or damage.

10.7   The Strike Warranty is given in addition to, and does not limit, any rights the Customer has under the ACL. Where the Customer is a Consumer, the warranty against defects in Schedule 1 applies.

11. GOODS NOT MANUFACTURED BY STRIKE GROUP

11.1   For Goods not manufactured by or for Strike Group, the manufacturer’s current warranty applies in addition to any rights the Customer has against Strike Group as supplier. Strike Group will, on request, provide details of that warranty and will use reasonable endeavours to assist the Customer to make a claim under it. Nothing in this clause affects the consumer guarantees, which apply to Strike Group as supplier of the Goods whether or not Strike Group manufactured them.

11.2   Subject to clause 1.3 and Part B, Strike Group is not bound by and is not responsible for any term, condition, representation or warranty in respect of such Goods other than that given by the manufacturer.

12. LIABILITY

This clause is subject to clause 1.3 and to Part B.

12.1   Where the Goods are goods of a kind ordinarily acquired for personal, domestic or household use or consumption, nothing in this clause limits Strike Group’s liability for failure to comply with a consumer guarantee.

12.2   Where the Goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption, Strike Group’s liability for failure to comply with a guarantee under sections 54 to 59 of the ACL is limited, in accordance with section 64A of the ACL, at Strike Group’s election, to: the replacement of the Goods or the supply of equivalent goods; the repair of the Goods; the payment of the cost of replacing the Goods or acquiring equivalent goods; or the payment of the cost of having the Goods repaired. Where Services are supplied and are not of a kind ordinarily acquired for personal, domestic or household use or consumption, Strike Group’s liability for failure to comply with a guarantee under sections 60 to 62 of the ACL is limited, at Strike Group’s election, to supplying the Services again or paying the cost of having the Services supplied again.

12.3   Subject to clauses 1.3, 12.1 and Part B, Strike Group is not liable to the Customer for any indirect or consequential loss or expense, including loss of profit, loss of revenue, loss of production, loss of use, loss of data, downtime costs, costs of removal or reinstallation of Goods, or third party claims, arising out of or in connection with the supply of the Goods.

12.4   Subject to clauses 1.3, 12.1, 12.2 and Part B, Strike Group’s aggregate liability arising out of or in connection with the supply of any Goods, whether in contract, tort (including negligence) or otherwise, does not exceed the Price paid for those Goods, or for a Project Order, the amount determined under clause 39.1. Liability for failure to comply with a consumer guarantee is governed by clauses 12.1 and 12.2 and not by this clause.

12.5   The Customer must take reasonable steps to mitigate any loss.

12.6   Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability under Part 3-5 of the ACL or for death or personal injury caused by Strike Group’s negligence.

13. INTELLECTUAL PROPERTY

13.1   All intellectual property rights in the Goods, in Strike Group’s designs, drawings, tooling, specifications and documentation, and in the Strike Group brand, remain the property of Strike Group.

13.2   Where Strike Group designs, draws or develops Goods, tooling or documentation for the Customer, the intellectual property in that work remains vested in Strike Group unless otherwise agreed in writing, and the Customer is granted a non-exclusive licence to use it for the purpose for which it was supplied.

13.3   The Customer warrants that any design, specification or instruction it supplies to Strike Group does not infringe the rights of any third party, and indemnifies Strike Group against any claim that it does. The Customer’s liability under this indemnity is reduced to the extent the claim is caused by Strike Group’s own act or omission, and is subject to Strike Group promptly notifying the claim and allowing the Customer to conduct its defence.

13.4   Strike Group may use images of Goods it has designed or supplied for marketing purposes, provided it does not disclose the Customer’s identity or confidential information without consent.

14. CANCELLATION

14.1   Strike Group may cancel an order before delivery by written notice where the Goods are unavailable or discontinued, where the order was accepted on the basis of a manifest pricing or description error, where the Customer is in default, or where supply would breach a law. Strike Group will refund any amount paid in respect of the cancelled Goods. Subject to clause 1.3, Strike Group is not otherwise liable for loss arising from that cancellation. This clause does not limit any right the Customer has under Part B.

14.2   The Customer may not cancel an order for Goods that are custom made, configured, modified or procured specifically for the Customer once production or procurement has commenced.

14.3   Where the Customer cancels an order that Strike Group has accepted, the Customer is liable for Strike Group’s reasonable costs incurred to the time of cancellation, including committed materials and non-recoverable procurement costs. Where the cancelled Goods are custom made, configured, modified or procured specifically for the Customer, the Customer is also liable for Strike Group’s lost margin on those Goods, being the Price of those Goods less the costs Strike Group saves by not completing the supply.

15. PRIVACY AND CREDIT INFORMATION

15.1   Strike Group collects, uses, discloses and stores personal information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles and Strike Group’s Privacy Policy, available at www.strike.com.au/policies/privacy-policy.

15.2   Where the Customer applies for a credit account, the Customer and each Guarantor consents to Strike Group, in accordance with Part IIIA of the Privacy Act 1988 (Cth) and the Privacy (Credit Reporting) Code: obtaining commercial or consumer credit reporting information about them from a credit reporting body; obtaining a report from a business that provides information about commercial creditworthiness; disclosing information about the account, including any default or overdue payment, to a credit reporting body; and exchanging information with the trade referees nominated in the application and with other credit providers, for the purposes of assessing the application, managing the account and collecting overdue amounts.

15.3   Strike Group will give any notice required by Part IIIA before disclosing default information to a credit reporting body.

15.4   The Customer may request access to, or correction of, personal information Strike Group holds about it, and may complain about the handling of that information, by contacting Strike Group Australia Pty Ltd, 1/12 Fraser Rd, Northgate Qld 4013, or sales@strike.com.au.

16. FORCE MAJEURE

16.1   Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money) caused by an event beyond its reasonable control, including act of God, war, terrorism, epidemic, industrial action, fire, flood, storm, failure of a supplier or carrier, shortage of materials, or government action.

16.2   Where such an event continues for more than sixty (60) days, either party may terminate the affected order by written notice.

17. PRODUCT SAFETY, INCIDENTS AND RECALL

17.1   The Customer must notify Strike Group in writing within twenty four (24) hours of becoming aware of any incident in which the Goods are alleged to have caused or contributed to death, serious injury or illness, or to damage to property, and must not dispose of, repair or alter the affected Goods without Strike Group’s written consent.

17.2   The Customer must preserve the affected Goods and make them available to Strike Group for examination, and must provide the batch or serial number, the date of supply, the installation details and the circumstances of the incident.

17.3   The Customer acknowledges that Strike Group has a mandatory reporting obligation under section 131 of the ACL that must be discharged within two days of becoming aware of a reportable incident, and must give Strike Group the information it needs to do so.

17.4   Where Strike Group conducts a recall or safety notice, the Customer must cooperate, must provide records identifying the persons to whom affected Goods were supplied, and must cease supplying affected Goods immediately on notice.

17.5   The Customer must maintain records sufficient to trace Goods by batch or serial number to the person to whom they were supplied, for the Warranty Period and for two years afterwards.

18. CONFIDENTIALITY

18.1   Confidential Information means information disclosed by one party to the other that is identified as confidential or that a reasonable person would regard as confidential, including pricing, specifications, drawings, tooling, test data, customer lists and the terms of any quotation. It does not include information that is public other than by breach of this clause, that the recipient already lawfully held, or that is independently developed.

18.2   Each party must keep the other’s Confidential Information confidential, must use it only for the purposes of the supply, and must not disclose it except to its personnel, advisers and insurers who need to know it and who are bound by equivalent obligations, or as required by law.

18.3   This clause survives termination and continues for three (3) years after the last supply, and indefinitely in respect of trade secrets.

19. INSURANCE AND COMPLIANCE

19.1   Strike Group maintains public and products liability insurance and will provide a certificate of currency on request.

19.2   Strike Group supplies Goods that comply with the mandatory safety and conformity requirements applicable to them in Australia at the date of supply, including any applicable electrical safety, electromagnetic compatibility and RCM marking requirements.

19.3   Where a mandatory standard or regulatory requirement changes after an order is accepted and before delivery, the parties must agree in writing on the effect on the Specification, Price and delivery date. Either party may cancel the affected Goods where agreement is not reached within thirty (30) days.

19.4   The Customer must comply with all laws applicable to its use and on-supply of the Goods, and must not make any representation about the Goods that is inconsistent with the Specification.

20. DISPUTE RESOLUTION

20.1   Where a dispute arises, the party raising it must give the other written notice describing the dispute and the outcome sought.

20.2   Within ten (10) business days of that notice, senior representatives of each party with authority to settle must meet and attempt in good faith to resolve the dispute.

20.3   Where the dispute is not resolved within twenty (20) business days of the notice, either party may commence proceedings.

20.4   This clause does not prevent either party from seeking urgent interlocutory or injunctive relief, or Strike Group from recovering an undisputed debt, at any time.

21. SURVIVAL

21.1   Clauses 9 (Latent defects), 10 (Strike Warranty), 12 (Liability), 13 (Intellectual property), 15 (Privacy), 17 (Product safety, incidents and recall), 18 (Confidentiality), 20 (Dispute resolution), 22 (General), 28 (Retention of title), 29 (PPSA), 30 (Security and charge), 31 (Default), 32 (Lien), 33 (Set-off), 34 (Guarantee) and 39 (Project liability cap), together with any clause that by its nature is intended to survive, continue after termination or completion of a supply.

22. GENERAL

22.1   If any provision of these Terms is invalid, void, illegal or unenforceable, it is severed and the remaining provisions continue in force.

22.2   These Terms and any contract to which they apply are governed by the laws of Queensland. The parties submit to the non-exclusive jurisdiction of the courts of Queensland and of the courts competent to hear appeals from them.

22.3   A failure or delay by Strike Group in enforcing any provision of these Terms is not a waiver of that provision and does not affect its right to enforce it later.

22.4   Either party may assign its rights and obligations to a related body corporate, or in connection with a sale of all or substantially all of its business, on written notice to the other. Otherwise neither party may assign without the other’s written consent, which must not be unreasonably withheld. Strike Group may sub-contract performance but remains responsible for it.

22.5   Notices must be in writing and are effectively given if delivered by hand, sent by post, or sent by email to the address last notified by the recipient.

22.6   The United Nations Convention on Contracts for the International Sale of Goods, given effect in Queensland by the Sale of Goods (Vienna Convention) Act 1986 (Qld), does not apply to any contract to which these Terms apply.

22.7   Strike Group may amend these Terms from time to time by publishing an amended version. An amendment applies only to orders placed after the amended version takes effect. The Terms applying to an order are those in force at the date of that order.

22.8   These Terms, together with any quotation, Credit Account Application and Strike Group order acceptance, constitute the entire agreement between the parties in respect of the supply of the Goods, and supersede all prior representations and understandings. Nothing in this clause excludes or limits liability for fraud, or any liability that cannot lawfully be excluded, including liability under the ACL.

23. WHEN PART B APPLIES

23.1   Part B applies where the Customer acquires the Goods wholly or predominantly for personal, domestic or household use or consumption.

23.2   Where Part B applies, Part C and Part D do not apply to that supply, and Part B prevails over Part A to the extent of any inconsistency.

23.3   Where Part B does not apply but the Customer is nonetheless a Consumer within the meaning of section 3 of the ACL, clauses 1.3 and 1.3A apply and the consumer guarantees are preserved in full, while Parts C and D continue to apply to that supply to the extent they are consistent with the ACL.

23.4   The following clauses do not apply to you where Part B applies: 4.5, 5.4 (second and third sentences), 6, 7.1, 7.3, 7.4, 8, 9.1, 9.2, 9.3, 9.4, 10.3 (first and second sentences), 10.4, 11.1, 11.2, 12.2, 12.3, 12.4, 13.3, 14.1 (second and third sentences), 14.2, 14.3, 15.2, 15.3, 19.4, 20.3, 22.8 (first sentence) and 32. Clauses 17 and 18 apply to you only so far as they are reasonable in the circumstances. Schedule 1 applies to you subject to clause 24.

24. CONSUMER GUARANTEES

24.1   Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in these Terms excludes, restricts or modifies those guarantees.

24.2   For a major failure with the Goods, you are entitled to a replacement or refund, and to compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure. Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled to cancel your service contract with us and to a refund for the unused portion, or to compensation for its reduced value. You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure, you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

24.3   Clause 23.4 lists the clauses that do not apply to you. No other clause of these Terms limits or affects your rights under the consumer guarantees, and any clause that would do so does not apply to you to that extent.

24.4   Where you make a valid claim under a consumer guarantee, we will bear the reasonable cost of returning the Goods to us.

25. WARRANTY AGAINST DEFECTS

25.1   The Strike Warranty in clause 10 is a warranty against defects. The mandatory text required by the Australian Consumer Law is set out in Schedule 1, and is also supplied with the Goods.

25.2   The benefits given to you by the Strike Warranty are in addition to your other rights and remedies under a law in relation to the Goods.

26. PURCHASES FROM RESELLERS

26.1   Where you purchased Strike Group branded Goods from a reseller rather than from Strike Group directly, you are not a Customer under these Terms, but your rights against Strike Group as manufacturer under Part 5-4 Division 2 (sections 271 to 273) of the ACL, and the Strike Warranty in Schedule 1, are available to you and may be exercised by contacting Strike Group directly.

Part C applies where Strike Group has approved a credit account for the Customer. Part C does not apply where Part B applies.

27. CREDIT ACCOUNT

27.1   Strike Group may grant a credit account and set a credit limit. Strike Group may vary, suspend or withdraw a credit account or credit limit by written notice where the Customer is in default or where the Customer’s credit position has materially deteriorated, and otherwise on thirty (30) days written notice. Suspension or withdrawal does not affect orders Strike Group has already accepted.

27.2   The Customer must not exceed its credit limit. Strike Group may decline to supply Goods where doing so would exceed the limit or where the account is overdue.

27.3   The Customer must give Strike Group not less than fourteen (14) days written notice of any proposed change of ownership, change of name, change of ACN or ABN, or other material change in the Customer’s details or business practice. Where the Customer fails to do so, the Customer is liable for Strike Group’s reasonable and direct costs of amending, re-registering or correcting its registrations on the Personal Property Securities Register.

28. RETENTION OF TITLE

28.1   Title in the Goods does not pass to the Customer until the Customer has paid all amounts owing for those Goods and has met all other obligations owed to Strike Group under any contract.

28.2   Receipt of any form of payment other than cash is not payment until that payment is honoured and cleared.

28.3   Until title passes: the Customer holds the Goods as bailee for Strike Group; the Customer must, where practicable, store the Goods separately and in a way that identifies them as Strike Group’s property; the Customer must not charge the Goods or grant any interest in them; and the Customer must keep the Goods insured.

28.4   The Customer may sell the Goods in the ordinary course of its business. Until title passes, the Customer holds the proceeds of any such sale on trust for Strike Group, up to the amount owing to Strike Group for those Goods, and must account to Strike Group for them on demand. The Customer should hold those proceeds in a separate account, but a failure to do so does not defeat Strike Group’s security interest in the proceeds under sections 31 and 32 of the PPSA, and Strike Group may trace into mixed funds.

28.5   Where the Goods are attached to, incorporated in or converted into other goods, Strike Group has a security interest in the accession and in the resulting product securing the amount owing for the Goods, in accordance with Part 3.4 of the PPSA.

28.6   Where the Customer is in default, Strike Group may give written notice requiring return of the Goods, and the Customer’s right to obtain title or any other interest in them ceases. Strike Group and its agents may, as the invitee of the Customer, enter any premises where the Goods are situated at a reasonable time and take possession of them, using no more force than is reasonably necessary. Strike Group may also stop the Goods in transit.

28.7   Strike Group may issue proceedings to recover the Price notwithstanding that title has not passed.

29. PERSONAL PROPERTY SECURITIES ACT 2009

29.1   In this clause, financing statement, financing change statement, security agreement, security interest, purchase money security interest, grantor, proceeds and verification statement have the meanings given in the Personal Property Securities Act 2009 (Cth) (PPSA).

29.2   The Customer acknowledges that these Terms constitute a security agreement for the purposes of the PPSA and create a security interest, including a purchase money security interest, in all Goods previously supplied and all Goods to be supplied in the future by Strike Group to the Customer, in their proceeds, in any accession or product into which the Goods are incorporated, and in any other personal property charged under clause 30.

29.3   The Customer must promptly sign any document and provide any information (complete, accurate and up to date) that Strike Group reasonably requires to register a financing statement or financing change statement, to register any other document required to be registered, or to correct a defect in such a statement.

29.4   The Customer indemnifies Strike Group for all expenses incurred in registering, maintaining or releasing a financing statement or financing change statement.

29.5   The Customer must not register a financing change statement in respect of the security interest, or permit any third party financing statement in relation to the Goods to be registered, without Strike Group’s prior written consent.

29.6   The Customer must immediately advise Strike Group of any material change in its business practices of selling the Goods that would result in a change in the nature of the proceeds derived from those sales.

29.7   To the extent permitted by section 115 of the PPSA, the parties agree that sections 95, 96, 117, 118, 121(4), 125, 126, 128, 129, 130, 132(3)(d), 132(4), 134(1), 135, 136(3), 136(4), 136(5) and 137 of the PPSA do not apply to the security agreement created by these Terms. The Customer waives its rights under sections 142 and 143 and, unless Strike Group agrees otherwise in writing, its right to receive a verification statement under section 157.

29.8   The Customer must provide its full legal name, ACN or ABN and any other information Strike Group requires to register its security interest before the first despatch of Goods, and must notify Strike Group of any change to that information before any further despatch.

29.9   The Customer ratifies any action taken by Strike Group under this clause 29.

29.10   Where any provision of these Terms is inconsistent with the PPSA, the PPSA prevails to the extent of the inconsistency.

30. SECURITY AND CHARGE

30.1   Where the Customer or any Guarantor owns land or any other asset capable of being charged, the Customer and each Guarantor charges its interest in that asset in favour of Strike Group to secure all amounts and other monetary obligations payable under these Terms.

30.2   The Customer and each Guarantor consents to Strike Group lodging a caveat over any land so charged, and Strike Group must withdraw that caveat once all secured amounts have been paid.

30.3   Where the Customer or a Guarantor has granted Strike Group a power of attorney by deed in the Credit Account Application, that power may be exercised solely for the purpose of executing any document reasonably necessary to register, maintain, enforce or release a security interest or charge created by these Terms. No power of attorney is granted by these Terms alone, and this clause does not extend to any other act.

30.4   Where Strike Group proceeds under this clause 30, the Customer and each Guarantor indemnifies Strike Group against its reasonable costs and disbursements, including legal costs on a solicitor and own client basis.

31. DEFAULT AND CONSEQUENCES OF DEFAULT

31.1   Interest on overdue amounts accrues daily from the due date until payment at the rate of one and one half percent (1.5%) per calendar month, calculated on a simple basis, both before and after judgment. Interest does not accrue on an amount the Customer disputes in good faith where the Customer has notified the dispute in writing, with reasons, before the due date, and has paid the undisputed balance.

31.2   Where a payment is dishonoured, the Customer is liable for any dishonour fee incurred by Strike Group.

31.3   Where the Customer defaults in payment, the Customer indemnifies Strike Group against the reasonable costs of recovering the debt, including legal costs on a solicitor and own client basis and collection agency costs.

31.4   Where an account remains overdue after thirty (30) days, Strike Group may levy a reasonable administration fee not exceeding two hundred dollars ($200), or claim its recovery costs under clause 31.3, but not both in respect of the same default.

31.5   Where the Customer is in material breach of these Terms and has failed to remedy that breach within fourteen (14) days of written notice, Strike Group may suspend or terminate supply. Strike Group may suspend supply immediately without notice where an amount is overdue or the credit limit is exceeded. Strike Group is not liable for loss the Customer suffers as a result, provided Strike Group acts reasonably.

31.6   Strike Group may cancel any unfulfilled order and all amounts owing become immediately payable where: any amount payable to Strike Group becomes overdue; the Customer becomes insolvent, convenes a meeting with creditors, proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of creditors; or a receiver, manager, liquidator or similar person is appointed in respect of the Customer or any of its assets. This clause operates subject to any stay imposed by sections 415D, 434J or 451E of the Corporations Act 2001 (Cth).

32. LIEN

32.1   Where the Customer has left any item with Strike Group for repair, modification, exchange or other Services and Strike Group has not been paid in full, Strike Group has a lien over the item and may retain it. Strike Group may sell the item after giving the Customer not less than thirty (30) days written notice of its intention to do so, must take reasonable care to obtain market value, and must apply the proceeds against the amount owing and account to the Customer for any surplus. This clause also applies to a Customer who does not hold a credit account. The lien continues despite Strike Group commencing proceedings or obtaining judgment for the amount owing.

33. SET-OFF

33.1   The Customer may not set off against or deduct from the Price any amount owed or claimed to be owed to it by Strike Group, and may not withhold payment of an invoice because part of it is disputed. The Customer must pay the undisputed portion of any invoice by the due date.

34. GUARANTEE

34.1   Where a guarantee and indemnity has been given in the Credit Account Application, that guarantee is a separate obligation given on a principal debtor basis, and is not affected by any granting of time or indulgence or by the release of any other Guarantor. Strike Group must give each Guarantor written notice of any variation of these Terms or of the credit limit that increases the guaranteed obligation, and the guarantee does not extend to that increase unless the Guarantor agrees in writing. The guarantee is limited to the amount stated in the Credit Account Application.

Part D applies to every Project Order. Part D does not apply where Part B applies. No separate document needs to be signed. Part D places responsibility for integrating and testing the Goods in the Customer's own environment with the Customer, and Strike Group's quotation and order acceptance draw that responsibility to the Customer's attention before the contract is formed.

35. WHEN PART D APPLIES

35.1     An order is a Project Order where it: exceeds $25,000 excluding GST; is for Goods that are configured, modified, fitted or manufactured to the Customer's requirements; or is for deployment across a fleet, site or installed base.

35.2     Part D applies to a Project Order that Strike Group has identified as a Project Order on its quotation or order acceptance.

35.3    Part D prevails over Part A and Part C to the extent of any inconsistency.

36. INTEGRATION AND TESTING

36.1   The Customer, and not Strike Group, is responsible for integrating the Goods into its solution, including with its host device, vehicle, mounting and third party accessories, and for validating that integration. The Customer must complete the testing described in clause 6.5 before deploying the Goods across a fleet, site or installed base.

36.2     Where the Customer’s Operating Environment, host device, mounting method or third party accessories change materially after the order is accepted, the Customer must re-test the Goods under clause 6.5 before continuing to deploy them, and must notify Strike Group of the change.

37. ACCEPTANCE

37.1   Goods are accepted on the earliest of: the Customer confirming acceptance in writing; the Customer deploying Goods into production use beyond the quantity tested, in which case acceptance applies only to the units so deployed; or the later of the expiry of ten (10) business days after delivery and the completion of any testing under clause 6.5, in either case without the Customer notifying Strike Group in writing that the Goods do not conform to the order or to the Specification.

37.2    Where the Customer notifies a non-conformity within the period in clause 37.1, Strike Group will investigate and, where the Goods do not conform, will remedy or replace the affected Goods or, where it cannot do so within a reasonable time, credit the Price of the affected Goods.

37.3   Acceptance under clause 37.1 operates for the purposes of clause 37.2 only. It does not affect the Customer’s rights in respect of latent defects under clauses 9 and 10, or any right the Customer has under the ACL, including any right to reject the Goods.

37.4     Subject to clauses 1.3 and 12.1, where the Customer deploys Goods across a fleet, site or installed base without having tested them under clause 6.5, that failure is relevant to whether any loss was caused by the Goods and to the Customer’s obligation to mitigate under clause 12.5, and Strike Group is not liable for loss to the extent that testing would have avoided it, unless Strike Group declined a request for trial quantities under clause 6.5.

38. CHANGE CONTROL

38.1    Any change to the Goods, quantities or delivery schedule must be recorded in writing and agreed by both parties, stating the effect on Price and delivery.

38.2    Where Strike Group supplies a modification kit, engineering change or interim remedy, that supply is not an admission of liability and does not vary the Specification unless the parties agree a variation under clause 38.1.

39. PROJECT LIABILITY CAP

39.1   Subject to clauses 1.3, 12.1 and 12.2, Strike Group’s aggregate liability under or in connection with a Project Order does not exceed the total amount paid by the Customer under that Project Order. Clause 12.3 applies to Project Orders, including its exclusion of the costs of removing and reinstalling Goods across a fleet or installed base, downtime, and liability to the Customer’s own customers.

This Schedule contains the text required by the Australian Consumer Law to accompany a warranty against defects. It is supplied with the Goods and is reproduced here.

Strike Group Australia Pty Ltd Warranty Against Defects

Strike Group Australia Pty Ltd ACN 097 222 789 of 1/12 Fraser Rd, Northgate, Queensland 4013, telephone 1300 792 044, email sales@strike.com.au, warrants that Goods manufactured by or for Strike Group and supplied under the Strike Group brand will be free from defects in materials and workmanship for twelve (12) months from the date of delivery. A different warranty period applies to some Goods, and a different period may be stated in the quotation for a project supply. Where a different period applies it is stated on the product page, on the packaging, in the specification for those Goods or in that quotation, and it applies instead of twelve months.

What we will do: where a valid claim is made within the warranty period, we will at our election repair the Goods, replace the Goods, or refund or credit the price paid for the Goods. This does not affect your rights under the Australian Consumer Law. Where the failure is a major failure under that law, the choice of remedy is yours, not ours: you may reject the Goods and choose a refund or a replacement, or keep them and claim compensation for the reduction in value.

What you must do: to make a claim, contact us at the address, telephone number or email above within the warranty period, quoting your invoice or order number and describing the defect. We may ask you to return the Goods to us. Where the claim is valid, we will bear the expense of the claim. If you acquired the Goods for personal, domestic or household use, that includes the reasonable cost of returning the Goods to us; otherwise you bear the cost of returning the Goods, except that where returning them would involve significant cost, we will collect them at our expense. To claim any expenses we are to bear, send us the receipt or other evidence of the cost with your claim, and we will reimburse you within fourteen (14) days of accepting the claim. Where the claim is not valid, you bear those costs.

What is not covered (this paragraph limits this warranty only and does not limit your rights under the Australian Consumer Law): this warranty does not cover a defect or damage to the extent it is caused by use outside our published specification, installation or fitment contrary to our instructions, modification without our written consent, use with a device, component or accessory we have not specified or approved, fair wear and tear, failure to maintain the Goods, or accident, misuse or neglect.

Where we repair or replace Goods or a part under this warranty, the repaired or replaced item is warranted for the balance of the original warranty period only.

The benefits given to you by this warranty are in addition to your other rights and remedies under a law in relation to the goods.