CEIA Pacific Pty Ltd

Terms and Conditions of Sale

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:
Arbitral Regulations refers to the Commercial Arbitration Act 2010 (NSW) for domestic
arbitrations and the 2021 Australian Centre for International Commercial Arbitration
(ACICA) Arbitration Rules for international arbitrations as amended and replaced from time
to time.
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010
(Cth).
Business Day: a day other than a Saturday, Sunday or public holiday in Australia and when
banks in Australia are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time
in accordance with clause 13.6
Consequential Loss: means loss of profit, loss of opportunity, loss of reputation, penalties,
reasonable legal and professional costs and expenses and any other loss that does not arise
naturally and according to the usual course of things as a result of a breach of this Contract
or other event giving rise to the loss, whether or not such loss may reasonably be supposed
to have been in the contemplation of both parties, at the time they entered into this Contract,
as the probable result of the breach or other event.
Contract: the contract between the Supplier and the Customer for the sale and purchase of
the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given in clause 10.
Goods: the goods (or any part of them) of the type and specification set out in the Order.
The Goods are Standard when their technical configuration is standard and described in
catalogues and brochures of the Supplier. Goods are Custom when manufactured at the
request of the Customer with particular technical configurations and Specification other than
the ones set out for the Standard Goods.
Order: the order by the Customer for the Goods, as set out in the purchase order form of the
Customer.
Original: means supplied by the Supplier.
Quote: a written document by which the Supplier allows a prospective Customer to know the
cost of the Goods or of their related services in which the prospective buyer is interested for
purchase and supply, in addition to any other information requested by or deemed useful for
the prospective Customer.
Specification: any specification for the Goods, including any related plans and drawings,
that is (i) agreed in writing by the Customer and the Supplier and however (ii) set out in the
Supplier’s Manuals supplied together with the relevant Goods.
Supplier: CEIA Pacific Pty Ltd, incorporated and registered in Australia, which is a solely
owned subsidiary of CEIA S.p.A. CEIA Pacific Pty Ltd’s registered office is in Suite 13, 78
Reserve Road, Artarmon, NSW 2064, Australia. ABN 85 672 581 234.
Parent Company: CEIA – Costruzioni Elettroniche Industriali Automatismi – SpA (CEIA
SpA), incorporated and registered in Italy, which is a manufacturing industry, whose
registered office is in Italy, in Civitella in Val di Chiana (AR), 52041, Localit Viciomaggio,
Strada Provinciale di Pescaiola n. 54/g-56, with VAT number IT00308150515.
Supplier’s Manuals: all and any manual supplied by Supplier together with the relevant
Products and/or available on Supplier’s official web site www.ceia.net for operating and/or
installing and/or carrying out maintenance of each and any relevant Product.
Construction. In these Conditions, the following rules apply:
a) a person includes a natural person, corporate or unincorporated body (whether or not
having separate legal personality).
b) A reference to a party includes its personal representatives, successors or permitted
assigns.
c) A reference to a statute or statutory provision is a reference to such statute or provision as
amended or re-enacted. A reference to a statute or statutory provision includes any
subordinate legislation made under that statute or statutory provision, as amended or reenacted.
d) Any phrase introduced by the terms including, include, in particular or any similar
expression shall be construed as illustrative and shall not limit the sense of the words
preceding those terms.
e) A reference to writing or written includes faxes and e-mails.
f) Any reference to an English legal term shall, in respect of the substantive law regulating
these Conditions and the Contract, be deemed to mean and include a reference to what
most nearly approximates to the English legal term in such substantive law.

2. BASIS OF CONTRACT

2.1 These Conditions apply to any sale of the Goods and each and every Contract to the
exclusion of any other terms that the Customer seeks to impose or incorporate (even if
signed by the parties), or which are implied by trade, custom, practice or course of dealing.
2.2 No waiver, alteration or modification of any of the provisions hereof shall be binding,
unless in writing and signed by a specifically authorized representative of the Supplier. Any
attempted acknowledgement by an Order or other document containing terms and
conditions inconsistent with or in addition to the conditions contained herein shall not be
binding upon the Supplier and the Supplier hereby expressly objects to and rejects the
same. Unless otherwise agreed by the parties in writing, the Supplier’s acceptance of the
Customer’s Order is expressly made conditional on the Customer’s agreement to the terms
and conditions contained herein.
2.3 The Order constitutes the contractual proposal by the Customer to purchase the Goods
in accordance with these Conditions. The Customer is responsible for ensuring that the
terms of the Order and any applicable Specification submitted by the Customer are complete
and accurate. The Supplier is free, at its absolute discretion, not to accept the Order.
2.4 The Order shall only be deemed to be accepted when the Customer receives a written
Order confirmation issued by the Supplier, at which point the Contract shall come into
existence.
2.5 In the Order confirmation the Supplier may change the terms of these Conditions. In this
case, if not otherwise agreed, the Contract shall come into existence only after the Customer
has accepted in writing such variations.
2.6 Once the Contract is formed, the Customer may not cancel or change the Contract in
any respect except with the Supplier’s prior written consent or as expressly set out in these
Conditions.
2.7 The Contract constitutes the entire agreement between the parties. The Customer
acknowledges that it has not relied on any statement, promise, representation, assurance or
warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.8 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and
any descriptions or illustrations contained in any catalogues or brochures of the Supplier are
produced for the sole purpose of giving an approximate idea of the Goods described in
them. The above mentioned documents, as well as any exhibition of the Goods either in the
venues of the Supplier, or in fairs and exhibitions, or in the Supplier’s internet site or in any
other’s internet sites referable to the Supplier itself, shall not bind the Supplier and, in
particular, shall not be deemed to be an offer to world at large or a binding invitation to treat.
They are and shall remain the Supplier’s property and shall not form part of the Contract or
have any contractual force.
2.9 A Quote given by the Supplier shall not constitute a contractual proposal. A Quote shall
only be valid for a period of 90 Business Days from its date of issue, if not otherwise
specified in the Quote itself.

3. GOODS

3.1 The Standard Goods are described in the official catalogues and brochures of the
Supplier. Custom Goods are manufactured at the request of the Customer with particular
technical configurations and Specification other than the ones set out for the Standard
Goods.
3.2 In case of Custom Goods, the Customer shall indemnify and keep harmless the Supplier
against all liabilities, costs, expenses, burdens or charges, any and every damages and
losses (including, but not limited to, Consequential Loss however connected with the
Contract) suffered or incurred by the Supplier in connection with any claim made against the
Supplier for actual or alleged infringement of a third party’s intellectual property rights arising
out of or in connection with the use by the Supplier of the Specification provided by the
Customer except to the extent such infringement was caused by any amendment to the
Specification made by Supplier pursuant to clause 3.3. This clause 3.2 shall survive
termination of the Contract.
3.3 The Supplier reserves the right to amend the Specification of the Goods.
3.4 The Customer must: (i) install the Products solely in accordance with the installation
instructions supplied by the Supplier from time to time in the Supplier’s Manuals or however
in writing; (ii) not alter any components of the Products; (iii) weather, including, but not
limited to, installing, maintaining or repairing the Products; and (iv) use only Original tools,
software and spare parts, including, but not limited to, options, accessories and any
components of the Products.

4. DELIVERY

4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by the
relevant invoice or, where applicable, by a delivery note which shows the date of the Order,
all relevant reference numbers of the Customer and the Supplier and the type and quantity
of the Goods, including the code number of the Goods, where applicable.
4.2 If not otherwise agreed in writing by the parties, the Supplier shall deliver the Goods Ex
Works (“EXW”) as that term is defined and used in Incoterms 2010. Therefore, the delivery
location shall be at the Supplier’s Parent Company’s premises located in Suite 13, 78
Reserve Road, Artarmon NSW 2064, Australia (Delivery Location).
4.3 Subject to clause 4.2, delivery of the Goods shall be deemed to be completed once the
Supplier has delivered such Goods to the carrier nominated and/or paid by the Customer at
the Delivery Location.
4.4 Dates quoted for delivery are approximate only, and the time of delivery is not of the
essence. If the delivery of Goods is delayed by more than four weeks from the quoted date
for delivery, the Customer may terminate the Contract in part as it applies to those delayed
Goods and receive a full refund of the amounts paid by the Customer in respect of those
Goods. For the avoidance of doubt, the right to terminate is the sole remedy available to the
Customer for delays in delivery. However, the Supplier shall not be liable for any delay in
delivery of the Goods that is caused by a Force Majeure Event or the failure of the Customer
to provide the Supplier with a carrier and/or adequate delivery and/or shipment instructions
and/or any other instructions or arrangements that are relevant to the delivery and/or
shipment of the Goods.
4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and
expenses incurred by the Customer in obtaining replacement goods of similar description
and quality in the cheapest market available, less the price of the Goods. The Supplier shall
have no liability for any failure to deliver the Goods to the extent that such failure is caused
by a Force Majeure Event or the failure of the Customer to provide the Supplier with a carrier
and/or adequate delivery instructions or any other instructions or arrangements that are
relevant to the supply of the Goods.
4.6 In case of delivery of the Goods by instalments, any delay in delivery or defect in an
instalment shall not entitle the Customer to cancel any other instalment or any further
delivery under other Contracts.

5. QUALITY

5.1 Provided that the Customer complies with clause 3.4 and with the Supplier’s Manuals,
the Supplier warrants that on delivery, and for a period of 12 months from the date of
delivery (warranty period), normal tear and wear excepted, the Goods shall:
(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship; and
(c) be fit for any purpose held out by the Supplier.
Batteries of any kind, including rechargeable batteries, are excluded from this warranty. The
warranty set out under this clause 5 is void if the Customer does not comply with clause 3.4
and with the Supplier’s Manuals.
5.2 Subject to clause 5.3, if:
(a) the Customer gives communication in writing to the Supplier during the warranty period
within 8 days of discovery that some or all of the Goods do not comply with the warranty set
out in clause 5.1, specifying in detail the basis for any warranty claims against the Supplier
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the place of
business of the Supplier at the cost of the Customer, the Supplier shall, at its option, repair
or replace the defective Goods, or refund the price of the defective Goods in full. After repair
and/or replacement, the Supplier shall return the Goods to the Customer at the cost of the
Customer.
5.3 The Supplier shall not be liable for failure of the Goods to comply with the warranty set
out in clause 5.1 in any of the following events:
(a) the Customer makes any further use of such Goods after giving written communication in
accordance with this clause 5; or
(b) the defect arises because the Customer failed to follow the oral or written instructions of
the Supplier as to the storage, commissioning, installation, use and maintenance of the
Goods or (if there are none) good trade practice regarding the same; or
(c) the defect arises as a result of the Supplier following any drawing, design or Specification
supplied by the Customer; or
(d) the Customer alters or repairs such Goods without the written consent of the Supplier; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal
storage or working conditions; or
(f) the Goods differ from their description as a result of changes made by the Customer to
ensure that they comply with applicable statutory or regulatory requirements.
5.4 The Customer shall fully inspect the Goods upon receipt. Within ten days after the
Customer’s receipt of the Goods, the Customer shall give written communication to Supplier
of any claim that the Goods are defective in any manner, where such defect is ascertainable
upon adequate inspection. In such written communication, the Customer shall specify in
detail the basis for all warranty claims against the Supplier. The costs and expense of such
inspection shall be borne solely and exclusively by the Customer. If the Customer fails either
to inspect the Goods or to send to the Supplier written communication of all claims within ten
days after receipt, the Customer shall be conclusively deemed to have waived any claims
against the Supplier based upon, arising out of, or related to any defect that was
ascertainable upon adequate inspection of the goods upon receipt.
5.5 If warranty service is required at the Customer’s location, labour and travel charges shall
apply. The Supplier shall not be liable for any expense incurred by the Customer in order to
remedy any defect in the Goods. Title to all Goods that have been replaced shall thereafter
vest in the Supplier, where the Customer had previously acquired title pursuant to the
provisions hereof. If the Goods furnished to the Customer are used or combined by the
Customer with other products or items not furnished herein, the Customer shall indemnify
and hold harmless the Supplier from all claims, even if demanded from third parties,
including, but not limited to liabilities, costs, expenses, burdens or charges and
Consequential Loss however connected, resulting from the use or incorporation of such
Goods in the Customer’s product.
5.6 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in
respect of the failure of the Goods to comply with the warranty set out in clause 5.1.
5.7 These Conditions shall apply to any replacement Goods or, if Goods are repaired, to any
repaired and/or replaced part of it supplied by the Supplier.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on delivery of the Goods to the
Delivery Location in accordance with the Incoterms agreed in clause 4.2.
6.2 Ownership of the Goods shall not pass to the Customer until payment of the price for the
Goods in full and completion of delivery according to clause 4.3.

7. PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out in the Order confirmation. In case the
price set out in the Order confirmation differs from the one set out in the Quote and/or in the
Order, the price stated in the Order confirmation shall prevail.
7.2 The Supplier may, by giving written communication to the Customer at any time before
delivery, increase the price of the Goods to reflect any reasonable increase in the cost of the
Goods that is due to:
(a) any request by the Customer to change the delivery date(s), quantities or types of Goods
ordered, or the Specification; or
(b) any delay caused by any instructions and/ or arrangements of the Customer or failure of
the Customer to give the Supplier adequate or accurate information or instructions.
7.3 If not otherwise quoted, the price of the Goods is exclusive of the costs and charges of
packaging, insurance, training charges, warehouse and handling costs and expenses, where
applicable, and transport of the Goods, which shall be invoiced to the Customer in addition
to the price of the Goods in the same or in a separate invoice.
7.4 The price of the Goods is exclusive of amounts in respect of value added tax (GST) or
any other sales tax, excise or any other taxes arising out of or in connection with the relevant
Contract, as well as in respect, unless otherwise agreed, of any costs and/or expenses due
for the packaging, the shipment, shipment insurance and any other cost and/or expense due
according to the Contract. The Customer shall, on receipt from the Supplier of a valid invoice
including GST or any other sales tax, excise or any other taxes arising out of or in
connection with the relevant Contract, pay to the Supplier such additional amounts in respect
of GST or any other sales tax, excise or any other taxes arising out of or in connection with
the relevant Contract as are chargeable on the supply of the Goods. If the Customer claims
it is exempt from any sales tax or applicable excise or any other taxes, levies or charges
arising out of or in connection with the relevant Contract, it shall provide the Supplier with a
tax exemption certificate acceptable to the competent taxing authorities before delivery of
the Goods.
7.5 Unless otherwise agreed case by case, the Customer, prior to delivery of the relevant
goods and, therefore, within the Business Day before the agreed delivery date and, however,
before Goods exit from factory, shall pay in full and in clear funds, the aggregate amount due
to the Supplier. Payment shall be made to the bank account nominated by the Supplier in the
Quote or in the Order confirmation. The Customer shall pay all amounts due under the
Contract, even in case of delay in delivery of the Goods, Goods’ loss or damage during the
shipping, as well as in the case the Goods, available at the Supplier’s premises or Parent
Company premises, are not picked up by the Customer or its carrier on the date indicated by
the Supplier. Payments are valid only if made to the registered office of the Supplier.
7.6 If the Customer fails to make any payment due to the Supplier under the Contract by the
due date for payment, then the Customer shall pay interest on the overdue amount at the
rate of 3% per annum above the base interest rate of the Australian Reserve Bank from time
to time. Such interest shall accrue on a daily basis from the due date until actual payment of
the overdue amount, whether before or after judgment. The Customer shall pay the interest
together with the overdue amount. If the parties agree a payment by instalment or a down
payment and balance, the ownership of the Goods, in derogation from provision in clause
6.2., shall not pass to the Customer until the complete payment of all amounts due under the
Contract.
7.7 The Customer shall pay all amounts due under the Contract in full without any set-off,
counterclaim, deduction or withholding (except for any deduction or withholding required by
law).

8. TERMINATION AND SUSPENSION

8.1 If either party becomes subject to any of the events listed in clause 8.2, the other party
may terminate the Contract with immediate effect by giving written notice to the breaching
party.
8.2 For the purposes of clause 8.1, the relevant events are: (a) in the case of the Supplier,
the Customer does not pay the sums due to the Supplier according to clause 7; or (b) the
other party commits a material breach of any material term of this agreement and (if such
breach is remediable) fails to remedy that breach within a period of 7 Business Days of
being notified in writing to do so. For the avoidance of doubt, a breach of any of clauses 11,
12 and 13 is a material breach for the purposes of this clause.
8.3 Without limiting its other rights or remedies, the Supplier may furthermore suspend
provision of the Goods under the Contract or any other agreement between the Customer
and the Supplier if the Customer becomes subject to any of the events listed in clause 8.2.
8.4 On termination of the Contract for any reason, the Customer shall immediately pay to the
Supplier all of the outstanding unpaid invoices and interest to the Supplier, without any setoff,
counterclaim, deduction or withholding (except for any deduction or withholding required
by law) nor opposing claims. In case the Contract is terminated or suspended according to
clause 8.2 and 8.3, then all outstanding amounts payable by the Customer become
immediately due and payable to the Supplier.
8.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights,
remedies, obligations and liabilities that have accrued as at termination.
8.6 Clauses which expressly or by implication survive termination of the Contract shall
continue in full force and effect.

9. LIMITATION OF LIABILITY

9.1 Nothing in the Contract excludes any conditions, warranties or guarantees which cannot
be excluded at law. If any condition, warranty or guarantee cannot be excluded at law, then
to the extent permitted by law, the Supplier’s liability for breach of such condition, warranty
or guarantee is limited (at the Supplier’s option) in the case of: (a) Goods, to the repair or
replacement of the Goods, supply of equivalent goods or payment of the cost of the same;
and (b) services, to resupply of the services or payment of the cost of the same.
9.2 Neither party shall under any circumstances whatever be liable to the other party for any
Consequential Loss arising under or in connection with the Contract.
9.3 The total aggregate liability of each party in respect of all claims, losses, damages and
expenses arising under or in connection with the Contract shall in no circumstances exceed
the amounts paid by the Customer to the Supplier for the Goods. The limitation of liability in
this clause does not apply to: (a) the Customer’s liability to pay the price of the Goods; or (b)
any matter in respect of which liability may not be limited at law.
9.4 Unless otherwise specifically agreed in writing, neither the Supplier nor any
representative of the Supplier is responsible for installation or supervision of installation of
the Goods. Any supervision or technical advice or assistance furnished other than pursuant
to such written agreement does not create any liability on behalf of the Supplier for any
supervision, advice or assistance given or results obtained.
9.5 The limitations and exclusions of liability in this clause 9 apply to the maximum extent
permitted by law whether a claim or loss arises in contract, tort (including negligence) or any
other basis in law or equity.

10. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the
Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force
Majeure Event means any event beyond a party’s reasonable control, which by its nature
could not have been foreseen, or, if it could have been foreseen, was unavoidable, including
strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third
party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil
commotion, interference by civil or military authorities, national or international calamity,
armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or
biological contamination, sonic boom, explosions, collapse of building structures, fires,
floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or
extreme adverse weather conditions, or default of suppliers or subcontractors. If the Force
Majeure Event prevails for a continuous period of more than six months, any party may
terminate this agreement by giving 14 working days written notice to all the other parties. On
the expiry of this notice period, this agreement will terminate. Such termination shall be
without prejudice to the rights of the parties in respect of any breach of this agreement
occurring prior to such termination.

11. INTELLECTUAL PROPERTY RIGHTS

The Customer acknowledges that the Goods contain valuable ideas, designs, processes,
inventions, patents, research and development, formulas, technologies, copyrights, utility
patents, trademarks, trade names, trade secrets, marketing and business ideas, know-how,
data, computer hardware or software, and/or other intellectual property rights of the Supplier
(“intellectual property rights”). The Supplier reserves all intellectual property rights and the
Customer hereby (i) acknowledges that all such intellectual property rights shall inure for the
benefit of and are (and shall remain) vested in, the Supplier and (ii) agrees to use such
intellectual property rights only in conjunction with the use or operation of such Goods and
only in accordance with any applicable instructions and manuals furnished by the Supplier,
its suppliers or licensors, if applicable. As such, no title to or ownership of any intellectual
property rights related to any Goods is transferred to the Customer pursuant to this
agreement. The Customer will not attempt to modify, adapt, develop, reverse engineer,
decompile, copy or disassemble any Goods or any component thereof or to otherwise
misappropriate, circumvent or violate any of the Supplier’s Intellectual Property Rights.
Notwithstanding the provisions of this clause, the Customer will hold the Supplier harmless
against any damage, expense or loss resulting from infringement by the Customer of patents
or trademarks and all and any other intellectual rights arising from its non-compliance with
the Supplier’s designs or Specifications or instructions.

12. CONFIDENTIAL INFORMATION

The Supplier may require the Customer to enter into a Confidentiality and/or Non-Disclosure
Agreement in order to facilitate any sale of Goods or provision of related services. In the
event Supplier and Customer enter into a confidentiality and/or non-disclosure agreement,
the terms of that agreement apply to these terms and conditions and are specifically
incorporated herein. In the event the Supplier and the Customer do not execute a
confidentiality and/or non-disclosure agreement, neither party (the Recipient) may
improperly use or make available, sell, disclose or otherwise communicate to any third
party any information generally not known outside of the other party (Disclosing Party),
including information contained in oral communications, as well as in any tangible
expressions referring or relating, but not limited to the Intellectual Property, other techniques,
inventions, innovations, patent applications, trademark registration, discoveries,
improvements, formats, test results, research projects, manuals, Specifications,
documentation, notes, industry contacts, information about costs, profits, markets, sales,
contracts, lists of customers, lists of distributors, business, marketing, and strategic plans,
forecasts, unpublished financial information, budgets, projections, and customer identities,
any technical characteristics and agreements in general (“Confidential Information”).
Confidential Information is to be broadly defined, and includes all information that has or
could have commercial value or other utility in the business in which the Disclosing Party is
engaged or contemplates engaging, and all information of which the unauthorized disclosure
could be detrimental to the interests of the Disclosing Party, whether or not such information
is identified as Confidential Information by the Disclosing Party. Except as otherwise required
by law, neither party shall issue any press release or make any public statement regarding
the transaction contemplated by this agreement, without prior written approval of the other
party. The provisions of this paragraph shall survive termination of this agreement. Neither
party shall at any time use the other party’s name, logo, trademark, or any trade name in any
advertising or publicity without the prior written consent of the other party.

13. GENERAL

13.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, or deal in any other manner with all or any
of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, or deal in any other manner with any or all of its
rights or obligations under the Contract without the prior written consent of the Supplier.
13.2 Notices and Communications.
(a) Any notice given to a party under or in connection with the Contract shall be in writing,
addressed to that party at its registered office (if it is a company) or its principal place of
business (in any other case) or such other address as that party may have specified to the
other party in writing in accordance with this clause, and shall be delivered personally, sent
by certified mail or commercial courier, fax or e-mail if containing the scanned signature of
the duly authorized person.
(b) Any written communication other than a notice shall be deemed validly given also by
email.

13.3 Severance.
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or
unenforceable, it shall be deemed modified to the minimum extent necessary to make it
valid, legal and enforceable. If such modification is not possible, the relevant provision or
part-provision shall be deemed deleted. Any modification to or deletion of a provision or partprovision
under this clause shall not affect the validity and enforceability of the rest of the
Contract.
(b) If one party gives notice to the other of the possibility that any provision or part-provision
of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to
amend such provision so that, as amended, it is legal, valid and enforceable, and, to the
greatest extent possible, achieves the intended commercial result of the original provision.

13.4 Waiver.

A waiver of any right or remedy under the Contract or law is only effective if given in writing
and shall not be deemed a waiver of any subsequent breach or default. No failure or delay
by a party to exercise any right or remedy provided under the Contract or by law shall
constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the
further exercise of that or any other right or remedy. No single or partial exercise of such
right or remedy shall prevent or restrict the further exercise of that or any other right or
remedy.

13.5 Third party rights.
A person who is not a party to the Contract shall not have any rights to enforce its terms.

13.6 Variation.
Except as set out in these Conditions, no variation of the Contract, including the introduction
of any additional terms and conditions, shall be effective unless it is in writing and signed by
the Supplier.

13.7 Governing law.
This agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with the substantive laws of New South Wales, Australia, without
regard to conflict of laws principles thereof.

13.8 Arbitration clause.
Any dispute or claim that arises under or relates to this agreement shall be resolved
exclusively through arbitration pursuant to the Arbitral Regulations of the NSW court by a
sole Arbitrator appointed in conformity with the said Regulations which form an integral part
of this clause and also regulate the arbitral procedure. The language of the arbitration shall
be English. The place of the arbitration proceeding shall be Sydney, Australia. Arbitration
shall take place at a NSW court – where all hearings will be conducted. The arbitral award
shall be final and binding on the parties thereto, and the parties thereto shall waive any right
to challenge or seek reconsideration in any court of law.

Website Terms and Conditions

1. Introduction

Welcome to the CEIA Pacific Pty Ltd online store. By purchasing from our website, you agree to comply with the following terms and conditions. Please read them carefully.

2. Orders

All orders are subject to acceptance and availability.
Once an order is placed, you will receive an email confirmation.
CEIA Pacific reserves the right to cancel orders due to pricing errors, stock issues, or other reasons.

3. Pricing and Payment

All prices are listed in Australian Dollars (AUD) and include GST unless otherwise stated.
Payment must be made securely via Stripe at the time of ordering. We accept major credit and debit cards through Stripe.
No goods will be shipped until full payment is confirmed.

4. Shipping and Delivery

Orders will typically be shipped within 4 business days after payment is received.
Shipping times may vary depending on location and courier services.
CEIA Pacific is not responsible for delivery delays once goods are handed over to the carrier.
Customers must confirm the full delivery address and contact details at the time of order.

5. Delivery Restrictions

We primarily deliver within Australia.
Shipping to other countries such as New Zealand, Vietnam, Indonesia, the Philippines, and the Pacific Islands can be arranged upon request.
For remote or rural areas, additional shipping times and charges may apply.

6. Returns and Exchanges

Returns are accepted within 14 days of delivery for faulty, damaged, or incorrectly supplied goods only.
Goods must be returned unused, in original packaging, and with proof of purchase.
Please contact us before returning any item for instructions and approval.
Customers are responsible for return shipping costs unless the product is faulty or incorrect.
Refunds or replacements will be processed after inspection and approval by CEIA Pacific.

7. Warranty

All products come with a 12-month manufacturer’s warranty from the date of purchase.
Warranty claims must be supported by proof of purchase.
Warranty covers manufacturing defects but does not cover misuse, accidental damage, or unauthorised modifications.

8. Limitation of Liability

CEIA Pacific shall not be liable for any indirect, incidental, or consequential damages arising from the use or inability to use our products.
Our liability is limited to the purchase price of the product.

9. Intellectual Property

All content on this website, including images, logos, and descriptions, is the property of CEIA Pacific Pty Ltd and may not be copied or used without permission.

10. Privacy Policy

Personal information is handled in accordance with Australian Privacy Laws. Please refer to our separate [Privacy Policy].

11. Changes to Terms

CEIA Pacific Pty Ltd reserves the right to amend these terms and conditions at any time without notice.

12. Contact Us

For any questions regarding these Terms and Conditions, please contact:

CEIA Pacific Pty Ltd
Suite 13, 78 Reserve Road, Artarmon, NSW, 2064
Email: info@ceia-pacific.com
Phone: 02 9436 0580