TERMS AND CONDITIONS OF SALE AND SERVICE

These Terms and Conditions of Sale and Service (“Terms”) apply to all quotations, sales, deliveries, installations, commissioning, servicing, training, rental equipment and other goods and services supplied by Intermach Pty Ltd (“Intermach”, “we”, “us” or “our”) to any customer (“Customer”, “you” or “your”). By accepting a Quotation, paying a deposit, placing an order, or accepting delivery of Goods and Services, the Customer agrees to be bound by these Terms to the exclusion of any other terms, including any terms put forward by the Customer, unless Intermach agrees otherwise in writing.

Last updated: 26 July 2026 Version: 1.0 Governing law: Victoria, Australia

1. Definitions

In these Terms, unless the context requires otherwise:

“Agreement” means the agreement formed between Intermach and the Customer for the supply of Goods and Services, comprising the Quotation, the Invoice and these Terms.

“Australian Consumer Law” or “ACL” means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

“Consumer” has the meaning given in section 3 of the Australian Consumer Law.

“Consumer Guarantee” means a guarantee applying under Part 3-2, Division 1 of the Australian Consumer Law, including any express warranty.

“Customer” means the person, firm or company purchasing Goods and Services from Intermach, as identified on the Quotation or Invoice.

“Force Majeure Event” has the meaning given in clause 27.

“GST” and “GST Act” have the meanings given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), and expressions such as “tax invoice”, “taxable supply” and “value” bear the same meaning as in that Act.

“Goods and Services” means any machinery, equipment, parts, consumables, software, installation, commissioning, servicing, training, rental equipment and other goods or services supplied by Intermach to the Customer.

“Insolvency Event” has the meaning given in clause 25.

“Intellectual Property” means all patents, trade marks, copyright, designs, circuit layouts, know-how, software, source and object code, technical drawings, programming and confidential information.

“Invoice” means a tax invoice issued by Intermach to the Customer.

“PPSA” means the Personal Property Securities Act 2009 (Cth), and expressions such as “security interest”, “financing statement”, “financing change statement”, “proceeds”, “register” and “purchase money security interest” (PMSI) have the meanings given in that Act.

“Purchase Price” means the price payable by the Customer for the Goods and Services, as set out in the Quotation or Invoice.

“Quotation” means a written quotation provided by Intermach describing the Goods and Services, Purchase Price, payment terms, and delivery and warranty arrangements.

“Terms” means these Terms and Conditions of Sale and Service, as amended by Intermach from time to time.

2. Application

(a) These Terms apply to every Quotation, order, sale, delivery, installation, commissioning, servicing arrangement, training arrangement and rental of equipment by Intermach, and are incorporated into every Agreement, to the exclusion of any other terms, including any terms put forward by the Customer, unless expressly agreed in writing by Intermach.

(b) These Terms may only be varied by written agreement signed by Intermach.

(c) No order is binding on Intermach until accepted by Intermach, whether by issuing an Invoice or by written or email confirmation.

3. Quotations and Orders

(a) Quotations are valid for the period stated on the Quotation or, if no period is stated, for thirty (30) days, unless withdrawn earlier by Intermach.

(b) Quotations are subject to stock availability, manufacturer acceptance and import availability, and do not constitute an offer capable of acceptance by the Customer alone.

(c) The Customer’s order, whether given in writing or orally, is accepted by Intermach only upon Intermach issuing an Invoice or written confirmation, which together with the Quotation and these Terms forms the Agreement.

(d) Intermach may correct genuine pricing or typographical errors in a Quotation or Invoice at any time before an order is accepted.

4. Pricing and GST

(a) Unless otherwise stated in the Quotation, prices are exclusive of GST and exclude freight, customs duties, taxes and insurance.

(b) Installation is limited to the scope described in the Quotation. Any additional work is chargeable at Intermach’s then-current rates.

(c) Where GST is payable on a supply made under these Terms, the Customer must pay Intermach an additional amount equal to the GST payable, at the same time as the consideration for that supply is payable, against provision of a valid tax invoice.

5. Payment

(a) Payment must be made in accordance with the terms stated on the Quotation or Invoice.

(b) Deposits are non-refundable once machinery or equipment has been ordered by Intermach from the manufacturer or supplier.

(c) The Customer must not set off any amount it owes Intermach against any amount owed, or claimed to be owed, by Intermach to the Customer.

(d) If the Customer fails to pay any amount when due, Intermach may, without limiting any other right:

suspend manufacture, shipment, delivery, installation, commissioning, warranty support or any other obligation until payment is received in full;
charge interest on the overdue amount at 2% per month, calculated daily from the due date until the date of payment in full; and
recover from the Customer all costs of recovery, including legal costs on a solicitor-and-client basis and mercantile agents’ fees.

(e) If the Customer fails to pay any amount when due, Intermach may, by notice to the Customer, declare all amounts owing by the Customer, whether or not otherwise due, immediately due and payable.

6. Exchange Rates and Import Cost Adjustments

Where Goods and Services are imported, Intermach may adjust the Purchase Price after acceptance of the Quotation if, before delivery:

exchange rates materially change;
international freight costs increase;
customs charges, duties, taxes or government charges increase;
other shipping or import costs increase; or
the Customer delays shipment or delivery,

and Intermach will provide evidence of any such increase to the Customer on request.

7. Delivery

(a) Delivery dates given by Intermach are estimates only and are not guaranteed.

(b) Intermach is not liable for any delay caused by manufacturers, shipping lines, customs, quarantine, port congestion, weather, industrial action, government action, supplier shortages, a Force Majeure Event, or any other cause outside Intermach’s reasonable control.

(d) The Customer may inspect the Goods for defects before delivery. If the Customer does not notify Intermach in writing of a defect before delivery, the Customer is deemed to have accepted the Goods as supplied in accordance with the Invoice and these Terms, subject to clause 11.

8. Customer Delays

The Customer must ensure its site is ready for delivery and installation by the agreed date. If the Customer delays delivery or installation, Intermach may:

invoice the Customer for the balance owing;
place the Goods into storage at the Customer’s cost;
charge additional transport, travel and labour costs incurred; and
reschedule installation at Intermach’s convenience.

Warranty commencement is not delayed by reason of the Customer’s delay.

9. Site Requirements

The Customer is responsible, where applicable, for providing suitable foundations, electrical supply, compressed air, gases, extraction, cooling water, internet connectivity, lifting equipment, cranes or forklifts, unrestricted site access, safe working conditions and all permits required for delivery, installation and commissioning. Any delay or additional work caused by inadequate site preparation is chargeable to the Customer at Intermach’s then-current rates.

10. Risk, Title and Security Interest

(a) Risk in the Goods passes to the Customer on delivery. Unless otherwise agreed, Intermach’s insurance covers the Goods up to the door of the Customer’s premises; the Customer must insure the Goods from the commencement of unloading.

(b) Title to the Goods remains with Intermach until the Customer has paid all amounts owing to Intermach in full and in cleared funds. Until then, the Customer holds the Goods as bailee for Intermach, and if the Customer resells the Goods before title passes, the Customer holds the proceeds of sale on trust for Intermach in a separate account.

(c) The Customer grants Intermach a security interest (within the meaning of the PPSA) in the Goods and in any proceeds of the Goods, and this Agreement constitutes a security agreement for the purposes of the PPSA. This security interest secures all amounts owing by the Customer to Intermach.

(d) The Customer agrees that Intermach may register a financing statement or financing change statement on the Personal Property Securities Register in relation to its security interest, including as a purchase money security interest, and the Customer will do anything reasonably required by Intermach to enable that registration and to maintain it. The Customer must pay Intermach’s reasonable costs of registering, maintaining and enforcing its security interest on request.

(e) To the extent permitted by the PPSA, the Customer and Intermach agree to contract out of sections 95, 118, 121(4), 125, 129, 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA, and Intermach is not required to give the Customer any notice under the PPSA unless the notice is required by law and cannot lawfully be excluded.

(f) Neither party will disclose information of the kind described in section 275(1) of the PPSA except as permitted by section 275(7) of the PPSA, and the Customer must not authorise the disclosure of such information.

(g) If the Customer defaults, Intermach may exercise its rights as a secured party under the PPSA, including entering the Customer’s premises (with reasonable notice, unless impracticable) to locate, retrieve and remove the Goods, and reselling the Goods and applying the proceeds against amounts owing.

11. Acceptance

Goods are deemed accepted on the earliest of: completion of commissioning; commencement of production or commercial use of the Goods; or seven (7) days after delivery if no material defect has been notified to Intermach in writing. Minor defects that do not materially affect operation do not delay acceptance.

12. Commissioning

Commissioning is complete once Intermach has mechanically installed the machine (where installation is included in the scope of supply), verified normal operation, and completed or offered the agreed operator training. The Customer’s refusal or delay of training does not delay completion of commissioning.

13. Warranty

(a) Unless otherwise stated in the Quotation, Goods are covered by the relevant manufacturer’s warranty only, for the period stated in the Quotation and Invoice.

(b) The warranty covers defective parts only. Labour, travel and accommodation costs may be charged where a fault is not covered by warranty. Replacement parts may be new, repaired or refurbished, and are supplied free of charge ex manufacturer’s works.

(d) It is a condition of any warranty that the Goods are maintained by the Customer strictly in accordance with Intermach’s and the manufacturer’s recommendations (see clause 15). If the Goods are not so maintained, the warranty under this clause 13 does not apply.

(e) No claim for labour, consequential loss or other expenditure relating to a defective part is covered by warranty, except as provided in this clause 13 and subject to clause 20 and the Customer’s rights under the Australian Consumer Law.

14. Warranty Exclusions

The warranty in clause 13 does not cover:

consumables, including (without limitation) nozzles, ceramics, protective windows, lenses, filters, oils, lubricants, belts, brushes and seals;
accidental damage, crashes or collisions;
operator error or incorrect programming;
incorrect gas selection, or contaminated air, gas or water supply;
electrical supply issues;
poor maintenance or lack of lubrication;
environmental contamination, corrosion, or wear and tear; or
misuse, abuse, unauthorised modification, or unauthorised repair.

15. Preventative Maintenance

The Customer must maintain the Goods strictly in accordance with Intermach’s and the manufacturer’s recommendations, and must retain maintenance records. Failure to properly maintain the Goods may void the warranty under clause 13.

16. Performance Estimates

Any cutting speeds, productivity, capacities, tolerances, cycle times or operating costs stated by Intermach are estimates only. Actual performance depends on materials, operator skill, programming, maintenance and operating conditions, and is not warranted.

17. Software and Third-Party Licences

Software, CNC systems, nesting software and firmware supplied with the Goods remain subject to the original manufacturer’s or licensor’s licence terms. Intermach does not warrant third-party software, or its compatibility with future operating systems or the Customer’s equipment.

18. Remote Support

Where Intermach provides remote support, the Customer must provide suitable internet access. Intermach is not responsible for failures arising from the Customer’s IT systems, cybersecurity restrictions, or the Customer’s refusal to permit remote access.

19. Service Calls Outside Warranty

Warranty does not cover service visits for operator training, programming assistance, consumable replacement, preventative maintenance, or faults caused by the Customer’s electrical supply, air supply, network, or operator error. Such visits are charged at Intermach’s then-current service rates.

20. Limitation of Liability and Indemnity

(a) Nothing in these Terms excludes, restricts or modifies any right or remedy under the Australian Consumer Law, or any other right that cannot lawfully be excluded, restricted or modified.

(b) Subject to paragraph (a), Intermach excludes all conditions, warranties and guarantees implied by statute, general law or custom in relation to the Goods and Services, to the extent permitted by law.

(c) Where the Customer is a Consumer for the purposes of the Australian Consumer Law and the Goods and Services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, Intermach’s liability for failure to comply with a Consumer Guarantee is limited, at Intermach’s election, to: replacing the Goods or supplying equivalent goods; repairing the Goods; paying the cost of replacing the Goods or acquiring equivalent goods; or paying the cost of having the Goods repaired — except where it is not fair or reasonable for Intermach’s liability to be so limited.

(d) To the maximum extent permitted by law, and subject to paragraphs (a) to (c), Intermach’s total liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the Purchase Price paid for the affected Goods and Services. Intermach is not liable for any loss of production, downtime, lost profits, loss of contracts, business interruption, labour costs, material wastage, or any other indirect or consequential loss.

(e) The Customer indemnifies Intermach against any loss, damage, cost or expense (including legal costs on a full indemnity basis) arising from the Customer’s use of the Goods and Services, including in respect of personal injury, property damage, or a claim by a third party, except to the extent caused by Intermach’s negligence or breach of these Terms. This indemnity is a continuing obligation, independent of the parties’ other obligations, and survives termination of the Agreement.

21. Customer-Supplied Material

During installation, testing, commissioning or training, the Customer bears all risk in respect of any material it supplies for demonstration or production purposes, and Intermach is not responsible for material that is damaged or scrapped in the course of that work.

22. Intellectual Property

All drawings, software, PLC logic, documentation, programming, machine parameters and technical information provided by Intermach remain the property of Intermach or the original manufacturer. No rights in that Intellectual Property are granted to the Customer, other than a licence to use it for the ordinary operation of the Goods.

23. Marketing and Publicity

Unless the Customer otherwise agrees in writing, Intermach may photograph Goods installed at the Customer’s site and identify the Customer as a reference customer in Intermach’s marketing material. Intermach will not disclose any confidential production information of the Customer.

24. Cancellation and Variation of Orders

(a) An order may not be cancelled or varied by the Customer without Intermach’s written consent.

(b) Where Intermach consents to a cancellation or variation, the Customer must pay Intermach’s reasonable costs incurred as a result, which may include manufacturer cancellation fees, design and engineering costs, freight costs, exchange rate losses, administrative costs and any other costs already incurred.

(d) Intermach may cancel or suspend an order without liability to the Customer if the Customer is overdue in payment, is otherwise in breach of the Agreement, or an Insolvency Event occurs, without prejudice to Intermach’s right to recover payment for Goods and Services already supplied.

25. Insolvency

An “Insolvency Event” occurs if the Customer becomes insolvent or bankrupt; is the subject of an application to wind up, or has a liquidator, provisional liquidator, receiver, receiver and manager or administrator appointed over it or any of its assets; makes or attempts to make an arrangement or composition with its creditors; is unable to pay its debts as they fall due; fails to comply with a statutory demand under the Corporations Act 2001 (Cth); ceases to carry on business; has execution levied against any of its assets; or has a mortgagee or controller take, or seek to take, possession of any of its assets. On an Insolvency Event, all amounts owing by the Customer to Intermach, whether or not otherwise due, become immediately due and payable.

26. Termination

Either party may terminate the Agreement immediately by written notice if the other party is subject to an Insolvency Event, or if the other party materially breaches the Agreement and fails to remedy that breach within fourteen (14) days of written notice specifying the breach. On termination, all amounts owing by the Customer become immediately due and payable, and the Customer must immediately deliver up to Intermach any Goods for which it has not paid in full.

27. Force Majeure

(a) A “Force Majeure Event” means any event beyond a party’s reasonable control, including act of God, natural disaster, fire, flood, storm, earthquake, war, strike, lockout, trade dispute, plant breakdown, closure of state or national borders, pandemic or epidemic, theft, crime, shipping delay, cyber incident, manufacturer delay, or inability to procure necessary materials.

(b) Intermach may suspend its obligations to the extent they are affected by a Force Majeure Event, and is not liable for any resulting delay, non-delivery, default, loss or damage. Once the Force Majeure Event ceases to affect Intermach’s performance, Intermach will take reasonable steps to resume performance of the affected obligations.

28. Time

Time is of the essence in respect of the Customer’s obligation to pay any amount owing to Intermach under these Terms.

29. Governing Law and Jurisdiction

These Terms, and the Agreement, are governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria in respect of any dispute arising out of or in connection with the Agreement.

30. General

(a) Verbal representations, promises or understandings do not form part of the Agreement unless confirmed in writing by Intermach.

(b) If any provision of these Terms is invalid or unenforceable, that provision is severed and the remaining provisions continue in full force and effect.

(c) No failure or delay by Intermach in exercising a right is a waiver of that right. A waiver is only effective if given in writing, and a waiver of one breach is not a waiver of any other or subsequent breach.

(d) These Terms bind the parties and their respective successors and permitted assigns. The Customer must not assign its rights or obligations under the Agreement without Intermach’s prior written consent, which must not be unreasonably withheld. Intermach may subcontract the supply of any Goods and Services.

31. Entire Agreement

These Terms, together with the Quotation and Invoice, constitute the entire agreement between the parties in relation to their subject matter, and supersede all prior representations, negotiations and understandings, whether written or oral.