Standard Terms and Conditions of Sale

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(This Terms & Conditions of Sale is integral to all Quotations, Proposals, and Orders issued by Veyra Fibre Pty Ltd)

1. Definitions and Interpretation

Seller means Veyra Fibre Pty Ltd (ABN 34 686 293 149), including its successors and permitted assigns.

Purchaser means the entity purchasing Products from the Seller.

Products means goods supplied by the Seller under the Contract.

Contract means the agreement formed upon Seller’s written acceptance of the Purchaser’s Purchase Order, incorporating:

  • the Seller’s quotation or proposal

  • these Terms and Conditions

  • any Special Conditions agreed in writing

Order of precedence:
Special Conditions → Quotation → These Terms


2. Formation of Contract

2.1 A Purchase Order issued by the Purchaser is not binding unless accepted in writing by the Seller.

2.2 Any terms proposed by the Purchaser are excluded unless expressly agreed in writing by the Seller.

2.3 The Purchaser is responsible for ensuring all order details, specifications, and requirements are complete and accurate.


3. Pricing and Validity

3.1 Prices are in AUD unless otherwise specified.

3.2 Quotations remain valid for 30 days, unless stated otherwise or withdrawn earlier.

3.3 Prices are firm within validity and are not subject to downward adjustment or revision to reflect any cost reductions, savings, or benefits arising to the Seller after the date of quotation.

4. Payment Terms

4.1 Payments must be made in full, without:

  • set-off

  • deduction

  • counterclaim

4.2 Late payments may incur interest at:
RBA Cash Rate + 6% p.a., calculated daily.

4.3 The Seller may:

  • suspend performance for overdue payments

  • assess creditworthiness through third-party agencies


5. Delivery, Risk and Title

5.1 Delivery shall be in accordance with Incoterms® 2020 specified in the Contract.

5.2 Risk passes to the Purchaser upon delivery.

5.3 Title remains with the Seller until full payment is received.

5.4 The Purchaser must insure the Products from the point of risk transfer.

5.5 The Seller may:

  • deliver in instalments

  • select carriers where not specified

5.6 The Seller is not liable for carrier delays or delivery delays caused by factors beyond its reasonable control.


6. Delivery Conditions and Additional Costs

6.1 Delivery timelines are estimates only.

6.2 The Seller will use reasonable efforts to meet agreed delivery schedules but shall not be liable for delays caused by factors beyond its reasonable control. To the maximum extent permitted by law, the Seller shall not be liable for any indirect, consequential, or delay-related losses arising from late delivery or failure to deliver.

6.3 The Purchaser shall bear additional costs arising from:

  • demurrage, detention, or storage

  • delays caused by the Purchaser

  • changes in freight, duties, taxes, or logistics costs post order acceptance

6.4 If the Purchaser fails to take delivery or provide required instructions, the Seller may deem delivery fulfilled and store the Products at the Purchaser’s risk and cost.


7. Inspection and Acceptance

7.1 The Purchaser must inspect Products within 7 days of delivery.

7.2 Any defects must be notified in writing within this period.

7.3 If no notice is received within this period, the Products shall be deemed accepted.

7.4 The Purchaser must not use, alter, or process non-conforming Products prior to inspection. Failure to comply constitutes acceptance.

7.5 Returns are not accepted without prior written approval.


8. Retention of Title

8.1 Until full payment:

  • ownership remains with the Seller

  • the Seller may reclaim Products

8.2 The Purchaser must:

  • store Products separately

  • ensure identification as Seller’s property


9. Product Specifications

9.1 Products shall materially conform to agreed specifications.

9.2 The Seller may make changes to Product specifications, design, materials, or packaging where required for regulatory compliance, manufacturing availability, or sourcing reasons, provided such changes do not materially impair the performance, function, or agreed specifications of the Products.

9.3 Technical materials are indicative only and do not form part of the Contract unless expressly stated.


10. Warranty

10.1 Products are warranted for:

  • 12 months from delivery, or

  • as per OEM warranty, if longer

10.2 Warranty is limited to:

  • repair or replacement of defective Products

10.3 Warranty excludes:

  • improper installation or handling

  • misuse or alteration

  • integration with third-party products

10.4 OEM warranties are passed through to the Purchaser.

10.5 Except as expressly stated, all other warranties, conditions, and representations (including fitness for purpose), whether express or implied, are excluded to the extent permitted by law.


11. Supply Model

Products supplied by the Seller are manufactured by qualified third-party OEM partners.

The Seller acts as the contracting and delivery interface, managing commercial engagement, technical alignment, logistics, and local support. OEM warranties are passed through to the Purchaser to the extent provided by the OEM.


12. Intellectual Property

12.1 The Purchaser receives no rights in Seller or OEM IP except for normal use/resale.

12.2 The Purchaser must not:

  • alter markings, branding, or identification

12.3 Subject to the limitations in these Terms, the Seller will respond to third-party claims alleging that Products supplied by the Seller infringe intellectual property rights, provided the claim arises from normal use of the Products as supplied and not from modification, combination with other products, or use outside their intended purpose.


13. Limitation of Liability

13.1 To the maximum extent permitted by law, the Seller is not liable for:

  • indirect, incidental, or consequential losses

  • loss of profit, revenue, or business

13.2 The Seller’s total liability is limited to:
the invoiced value of the affected Products

13.3 Nothing excludes liability for:

  • death or personal injury caused by negligence

13.4 Liability arising from one order shall not be set off against or applied to any other order or transaction.


14. Force Majeure

14.1 Neither party is liable for delay or failure due to events beyond its reasonable control, including but not limited to:

  • natural disasters

  • war (declared or undeclared), terrorism, or civil unrest

  • strikes or labour disruptions

  • pandemics or public health emergencies

  • government actions or regulatory restrictions

  • supply chain disruptions beyond reasonable control

14.2 The affected party must promptly notify the other and use reasonable efforts to mitigate the impact.

14.3 Obligations are suspended for the duration of the event.

14.4 Each party shall bear its own costs arising from the Force Majeure event, and neither party shall be entitled to claim compensation, damages, or additional costs from the other as a result of such delay or non-performance.

14.5 If the event continues for more than 3 months, either party may terminate the Contract with 15 days’ written notice.


15. Termination

15.1 Either party may terminate for:

  • material breach not remedied within 15 days

  • insolvency

15.2 Termination does not affect accrued rights.

15.3 The Purchaser remains liable for:

  • committed supply costs

  • raw material and hedging exposures for fixed-price orders

15.4 The Seller may suspend performance upon notice of breach until such breach is remedied.


16. Confidentiality

The Purchaser must keep confidential all non-public information relating to the Seller, its Products, pricing, and operations, and must not disclose or use such information except for the purposes of the Contract. This obligation survives termination.


17. Export Control

17.1 Products may be subject to export regulations.

17.2 Supply is conditional upon:

  • required export approvals

17.3 The Purchaser must comply with all applicable export laws.


18. Technical Advice

18.1 Any technical advice is provided for general guidance only and does not constitute a design or engineering warranty.

18.2 The Purchaser is responsible for verifying suitability for its intended application.

18.3 To the maximum extent permitted by law, the Seller is not liable for loss arising from reliance on technical advice unless expressly agreed in writing. Any liability is subject to the limitations set out in Clause 13.


19. General Provisions

  • No assignment without prior written consent

  • Amendments must be in writing

  • No waiver unless expressly stated

  • Invalid provisions do not affect remaining Terms

  • Notices must be in writing and delivered by email or recognised courier. Notices are deemed received on the next business day after transmission or delivery.


20. Governing Law and Dispute Resolution

20.1 Governed by the laws of New South Wales, Australia

20.2 Any dispute arising under or in connection with the Contract shall be resolved by arbitration under the ACICA Arbitration Rules. The arbitration shall be conducted by a sole arbitrator, the seat of arbitration shall be Sydney, New South Wales, and the language shall be English.


21. Equitable Relief

Each party may seek:

  • injunctive or equitable relief in the event of breach or threatened breach.