Terms and Conditions – ScaleFibre Australia Pty Ltd

Last updated: 15 August 2025

This document establishes the legal framework for the supply of goods and services provided to the Purchaser by ScaleFibre Australia Pty Ltd (the Supplier).

1. Definitions and Interpretation

1.1 Definitions

In these Standard Terms, the following definitions apply unless the context requires otherwise:

• Agreement means the legally binding contract between the Supplier and the Purchaser for the supply of goods and services, comprised of the Standard Terms, any Special Conditions, the Confirmation Email, and Other Documents.
• Collateral has the meaning given to it in the PPSA.
• Confirmation Email means the written communication issued by the Supplier to the Purchaser formally accepting an order and specifying delivery lead-times and other particulars.
• Consequential Loss means any loss of income, revenue, profit, financial opportunity, investment return, business or business opportunity, loss of agreement, goodwill, data, or production (whether direct or indirect), as well as increased financing costs, or any other loss, damage, cost, expense or liability that does not arise naturally from the breach or relevant matter
• Financing Change Statement has the meaning given to it in the PPSA.
• Financing Statement has the meaning given to it in the PPSA.
• Goods means any goods supplied by the Supplier including those supplied in the course of providing Services.
• Insolvency Event includes where the Purchaser becomes insolvent or bankrupt, enters administration or liquidation, or makes any arrangement with its creditors.
• Other Documents means any additional documents that both parties have expressly agreed in writing shall form part of the agreement.
• PPSA means the Personal Property Securities Act 2009 (Cth) and its associated regulations.
• PPS Register means the register established under section 147 of the PPSA.
• Purchaser means the person, firm, or company to whom the goods and services are supplied by the Supplier.
• RMA means a Return Material Advice form issued by the Supplier for the purpose of authorizing the return of goods.
• Security Interest has the meaning given to it in the PPSA.
• Services means any technical, installation, or support services provided by the Supplier in connection with the supply of goods.
• Special Conditions means any terms and conditions expressly agreed in writing between the parties that are intended to modify or supplement these Standard Terms.
• Standard Terms means the terms and conditions set out in this document.
• Supplier means ScaleFibre Australia Pty Ltd ABN 49 686 931 939.
• Terms means the terms and conditions set out in this document.
• Transaction Document means: (i) this Agreement; (ii) any agreement which the Supplier and the Purchaser agree is a Transaction Document for the purposes of the Agreement; (iii) any agreement or instrument created under any of the above documents; and (iv) any document entered into for the purpose of amending, novating, restating or replacing any of the above documents.
• Warranty Period means the period of one (1) year from the date of delivery of the goods to the Purchaser.

1.2 Interpretation

The following rules of interpretation apply to this agreement:

• (a) A reference to the Supplier or the Purchaser includes their respective executors, administrators, successors, and permitted assigns.
• (b) The documents forming the agreement are intended to be mutually explanatory; however, in the event of an inconsistency, the Special Conditions shall take precedence over these Standard Terms.
• (c) Headings are for convenience only and do not affect the interpretation of the clauses.
• (d) A reference to “writing” includes email and any other form of written electronic communication.

2. Contractual Framework and Quotations

(a) To the extent permitted by law, the legal relationship between the Supplier and the Purchaser is governed exclusively by:

• (i) these Standard Terms and Conditions (Standard Terms);
• (ii) any Special Conditions that both parties have expressly formally agreed to in writing;
• (iii) the specific commercial details provided in the Supplier’s Confirmation Email, including the delivery lead-time; and
• (iv) any Other Documents that the parties have expressly incorporated into the agreement in writing.

(b) Terms and/or conditions sought to be imposed by the Purchaser upon Supplier will not apply unless agreed in writing by Supplier.

(c) The Purchaser acknowledges that any quotation provided by the Supplier is for informational purposes only and does not form part of the agreement. A quotation is not a binding offer to sell and may be revoked or amended at the Supplier’s absolute discretion at any time prior to the formal acceptance of an order. Unless stated otherwise, quotes expire after 30 days and are subject to the acquisition of necessary licenses. If the actual order quantities differ from the initial quote, the Supplier reserves the right to adjust pricing and delivery timelines accordingly.

(d) A binding agreement is only formed upon the issuance of a Confirmation Email by the Supplier. If the Purchaser does not receive this confirmation, they are responsible for contacting the Supplier to request it.

(e) These documents constitute the entire agreement. They override any previous negotiations, representations, or communications. Furthermore, these terms take precedence over any terms and conditions provided by the Purchaser, including those found on purchase orders or through online portals, regardless of when they are provided.

(f) Any purchase order issued by the Purchaser constitutes an offer to enter into a contract based on the contractual framework described in clause 2(a).

(g) The Purchaser will notify Supplier of any change in its structure or management including any sale or disposition of any part of the business of the Purchaser, anychange in director, shareholder, management, partnership or trusteeship or sale of any material part of its business (“Restructure”) within 7 days of any such change. (h) The Purchaser agrees it will:

• (i) cause any new entity created by virtue of a Restructure (“New Entity”) to be bound by these Terms; and
• (ii) continue to be bound by these Terms despite a Restructure and will indemnify Supplier for any loss or damage it suffers as a result of a breach of these Terms by the New Entity.

3. Credit Facilities and Security for Performance

(a) The parties agree that a quotation does not amount to an offer of credit. All credit applications must undergo the Supplier’s internal approval process. The Supplier may adjust or withdraw credit limits at its discretion without prior notification.

(b) For corporate Purchasers, the Supplier may require that the Directors of the Purchaser give a formal guarantee and indemnity in the form required by the Supplier. The Supplier maintains the right to request such security from any relevant party as a condition of supply in any other circumstances.

4. Title and Risk

(a) Title in goods will not pass on any basis until payment in full of all monies owed to Supplier. (b) Supplier reserves the right to take possession and dispose of goods as it sees fit at any time until Full Payment and the Purchaser grants permission to Supplier to enter any property (whether owned by it or otherwise) where any goods are, in order to do so and with such force as is necessary. (c) Unless otherwise specified by a specific Incoterm (Incoterms 2020) agreed in writing in the Confirmation Email or Special Conditions, risk in the Goods shall pass to the Purchaser at the start of loading the goods for the purpose of carriage to the agreed delivery location. Where no specific Incoterm is agreed, all prices are quoted and risk transfers on an ex-works (EXW) basis from the Supplier’s premises.

(d) A document signed by an officer of Supplier identifying goods and certifying that monies are owing to Supplier (acting reasonably) will be conclusive evidence of Supplier’s title thereto.

(e) Upon sale or disposition of goods prior to Full Payment the Purchaser agrees to hold all proceeds

(f) Upon Trust for Supplier in a separate bank account, agrees not to mix proceeds with any other monies and will immediately account to Supplier therefore even if Supplier may have granted any credit facility and/or time to pay. Failure by the Purchaser to comply with this subclause does not render invalid the trust to be established under this subclause.

(g) Until Full Payment the Purchaser agrees:

• (i) to keep all goods as fiduciary for Supplier and to store them in a manner which shows Supplier as owner; and will keep them safe and free from deterioration, destruction, loss or harm.
• (ii) only to sell goods in the usual course of business; and
• (iii) sale on terms, at cost or less than cost will not be “in the usual course”.

(h) Clause 4 is not intended to create a charge and must be read down to the extent necessary to avoid being a charge

(i) If the Purchaser uses or incorporates any goods in any production, process or manufacture or combines them with anything to create a finished or combined new thing for disposition then upon such disposition prior to full payment, the Purchaser agrees to hold such part of the proceeds thereof (and until payment is received by the Purchaser, that part of any applicable book debt) as equals the costs of the goods used and/or incorporated therein (at the prices invoiced by Supplier to the Purchaser) Upon Trust for Supplier until full payment.

5. Procedures for Returns and Incorrect Supply

(a) Goods classified as ‘Stock Items’ may be returned within 4 weeks of the invoice date. These returns are subject to a 30% restocking fee in addition to all freight costs.

• (i) The Purchaser should verify the ‘Stock Item’ status with a representative prior to placing any order.
• (ii) The Supplier will not accept any return of Goods for any reason after 4 weeks from the invoice date.
• (iii) Returns are strictly prohibited for cut cables (where the Supplier or Purchaser has cut a full drum length), customised products, made-to-order cables or assemblies.
• (iv) The Purchaser must request a Return Material Advice (RMA) form in writing, which must be completed and returned within 2 days. Once an RMA is accepted, goods must be returned within 2 weeks in their original condition and packaging.

(b) In the event of a shipping error by the Supplier, the Purchaser must provide written notice within 5 days of receipt. The standard RMA process applies, and providing the goods are returned in original condition and pass inspection, the Supplier will issue a credit for the invoiced amount.

6. Technical Data and Manufacturing Tolerances

(a) The Purchaser acknowledges that it must take manufacturing length tolerances into account when ordering. Cable quantities referred to in quotations are subject to these tolerances. The quantity delivered and invoiced may vary from the ordered amount by a margin of -0% to +2%.

(b) The Supplier may, at its sole discretion, choose to waive the charge for any additional length tolerance.

(c) The Purchaser acknowledges and agrees that the Supplier has provided no advice or representation regarding the effectiveness of any other product features in reducing, resisting, or eliminating damage caused by termites, rodents, or other insects and animals.

(d) The Purchaser confirms they are the sole decision-maker in the transaction and have not relied on any technical advice or representations from the Supplier that are not explicitly documented in the Special Conditions. This includes relying on nominal test results which may not apply measurement uncertainty.

(e) Any illustration drawing or specification supplied by Supplier are drafts and approximates and are for illustration purposes and the Purchaser should not rely on the accuracy of such Specs in any way.

(f) Any tangible or intellectual property rights in specifications remain the property of Supplier and may be recalled at any time.

(g) Specifications are to be treated at all times as confidential and not made use of without the prior written consent of Supplier.

7. Pricing, Exchange Rates, and Adjustments

(a) The Purchaser must pay the price set out in the Confirmation Email (plus GST, if applicable). This price is subject to upward adjustments based on exchange rate fluctuations in accordance with clause 7(g).

(b) Payment is to be by cash, cheque, or electronic funds transfer without set-off or deduction of any kind, immediately or, if Supplier has extended a credit facility to Purchaser, then within 30 days from the end of month of invoice date.

(c) Supplier may apply a payment received from the Purchaser to any amounts owed by the Purchaser (including interest, part payment of an invoice, administration, collection and other costs) in any order.

(d) If the Purchaser disputes an invoice, the Purchaser must notify Supplier in writing of the disputed invoice within 10 business days after the invoice was issued. Notwithstanding the dispute, the Purchaser must pay the invoice in accordance with clause 7(b). Supplier will issue a credit note or arrange a refund to the Purchaser for any amount that has been correctly disputed.

(d) Supplier is entitled to set-off or deduct any amount payable by Supplier to the Purchaser.

(e) A payment dishonour fee may be charged by Supplier, which will include the amount of the dishonour fee charged by the relevant bank and a reasonable amount for the administrative costs incurred by Supplier if a Purchaser’s payment is dishonoured except in the circumstances where an invoice has been correctly disputed by the Purchaser.

(f) If the Purchaser fails to make payment by the due date, the Supplier may charge interest on the overdue amount at the Reserve Bank of Australia cash rate plus 2%, calculated daily from the due date until the date of full payment.

(g) Prices for imported goods are based on exchange rates prevailing at the quote date. The Supplier reserves the right to adjust final pricing based on exchange rate fluctuations between the quote date and the date of import.

(h) Unless specified, quoted prices are ex-works the Supplier’s premises and do not include transport, offloading, duties, taxes, or service charges for standard testing certificates. Non-standard packaging or drum sizes will be subject to additional charges.

8. Security of Payment

(a) despite anything to the contrary contained herein or any other rights which Supplier may have howsoever, where the Purchaser is the owner of land, realty or any other asset capable of being charged and/or over which a security interest maybe created (“Asset”), the Purchaser agrees, upon Supplier’s written request, to mortgage and/or charge all of their joint and/or several interest in the Asset to Supplier to secure all amounts and other monetary obligations payable by the Purchaser to Supplier; (b) it grants a lien to Supplier over any of its property in the possession or control of Supplier until Full Payment; (c) it will execute any documents and to do all things requested by Supplier to register a mortgage (or such other security Supplier requires) over any current or later acquired real property the Purchaser has an interest in; (d) it consents unconditionally to Supplier lodging a caveat noting Supplier’s interest in any current or later acquired real property the Purchaser has an interest in; and (e) Supplier may (without limitation) exercise its rights under any other clause to effect compliance with this clause 8.

9. Goods and Services Tax

(a) In this clause, GST and Tax Invoice have the meanings defined in the A New Tax System (Goods and Services) Act 1999 (Cth).

(b) Unless otherwise stated, all prices quoted are exclusive of GST.

(c) For each supply made by Supplier under this agreement on which GST is imposed the amount payable for that supply (GST Exclusive Price) will be increased by, and the Purchaser must also pay to Supplier, an amount equal to the GST Exclusive Price multiplied by the prevailing rate of GST (GST Amount), subject to provision of a valid Tax Invoice by Supplier.

(d) If and to the extent an adjustment event (including an error or omission in the calculation in the GST Amount) arises in respect of a supply by Supplier made under this agreement, then an adjustment note will be issued to the Purchaser and: (i) if the corrected GST Amount is less than the amount previously attributed GST Amount, Supplier must refund the difference to the Purchaser; or (ii) if the corrected GST Amount is more than the amount previously attributed GST Amount, the Purchaser must pay the difference to the Supplier.

10. Delivery and Deemed Acceptance

(a) Any delivery time and date stated is an estimate only. The Supplier accepts no liability for delays and may change delivery dates at its discretion for any reason.

(b) Unless otherwise specified by a specific Incoterm agreed in writing in the Confirmation Email or Special Conditions, the Purchaser shall take possession of the goods at the Supplier’s warehouse. Where delivery is to occur at any other location, risk in the goods shall pass to the Purchaser in accordance with the agreed Incoterm or, in the absence of an agreed Incoterm, at the commencement of loading for carriage, with all transport, insurance, and handling costs being for the Purchaser’s account.

(c) The Purchaser must inspect all goods immediately upon delivery. Written notice of any defects must be provided to the Supplier within 7 days. If no notice is received within this period, the goods are legally deemed to have been accepted.

11. Warranty Obligations

(a) The Supplier warrants that goods will be free from material manufacturing and workmanship defects at the time of delivery. For a period of one (1) year (Warranty Period), the Supplier may, at its option, repair or replace defective goods of its own manufacture, provided notice is given within 30 days of discovery.

(b) During the Warranty Period, following notification, the Supplier may inspect the goods at the Purchaser’s location or require them to be returned to a designated location.

(c) Warranties do not cover defects caused by improper storage, normal wear and tear, termites, rodents, insects, deliberate or accidental damage, or installation that fails to meet good engineering practices or the recommended or published specifications for the Goods.

(d) These warranties are exclusive and in lieu of all other warranties, express or implied, which are hereby disclaimed to the extent permitted by law.

12. Intellectual Property and Trademarks

(a) The Purchaser must not alter, remove, or change any trademarks on the goods or use any other trade names in relation to the goods. (b) The Purchaser agrees that it will not use any other trade mark or trade names in relation to the goods. (c) The Purchaser must notify Supplier immediately if it becomes aware of any potential infringement of Supplier’s trademarks. (d) Ownership of all intellectual property remains vested in the Supplier. The Supplier grants a limited, royalty-free, non-exclusive license for the use and maintenance of the goods.

(e) If a third party alleges that standard, non-customised goods infringe a patent, the Purchaser must immediately notify the Supplier. The Supplier’s liability is limited to obtaining the right to use the goods, replacing them, or refunding the price. No remedy is provided if the claim arises from customisations, Purchaser’s marketing, compliance with Purchaser specifications, or combination with third-party products.

13. Termination

(a) Supplier may terminate this agreement (or any order thereunder) on 7 days written notice for its convenience.

(b) Supplier may terminate this agreement (or any order thereunder) immediately with effect from the date of the notice if:

• (i) the Purchaser suffers an Insolvency Event;
• (ii) the Purchaser breaches Supplier’s intellectual property rights;
• (iii) the Purchaser fails to make payment to Supplier in accordance with the terms of this agreement or the law.

14. Liability Caps and Consequential Loss

Subject to clause 18 and if the Purchaser is not a Consumer (as defined under the Australian Consumer Law), then:

(a) Supplier will not be liable for any claim arising after 7 days from delivery of goodsor performance of services (or at all once goods have been unpacked, modified, on-sold or otherwise used or applied) after which there will be deemed to be unqualified acceptance.

(b) Supplier’s maximum aggregate liability to the Purchaser for all claims in connection with these Terms, whether in contract, tort (including without limitation negligence), in equity, under statute or under an indemnity, is capped at five percent (5%) of the price of the relevant goods, and to the extent the relevant goods are defective, repair, resupply or replacement of any defective goods in accordance with clause 11.

(c) The liability of a party for loss or damage sustained by another will be reduced proportionately to the extent that such loss or damage has been caused by anotherparty’s failure to comply with its obligations and responsibilities under these Termsand to the extent that the negligence or other wrongful act or omission of the otherparty has contributed to such loss or damage, regardless of whether a claim is madeby the other party for breach of contract or for negligence or under an indemnity.

(d) Supplier is not liable to the Purchaser or any other person for any indirect, special or consequential loss or damage or loss of profits suffered or incurred by the Purchaser however caused in connection with the performance of Supplier’s obligations under these Terms or otherwise.

15. Personal Property Securities Act (PPSA)

(a) If the Supplier determines that a Transaction Document (or a transaction in connection with a Transaction Document) is or contains a Security Interest, the Supplier will give notice to the Purchaser.

(b) Upon receipt of such notice, the Purchaser agrees to do anything that the Supplier reasonably requires (such as obtaining consents, signing and producing documents, getting documents completed and signed, and supplying information) for the purposes of:

• (i) ensuring that the Security Interest is enforceable, perfected (including, where possible, by control in addition to registration), and otherwise effective;
• (ii) enabling the Supplier to apply for any registration, or give any notification, in connection with the Security Interest on the PPS Register so that the Security Interest has the priority required by the Supplier. This includes registration for whatever collateral class the Supplier thinks fit. The Purchaser consents to any such registration or notification and agrees not to make an Amendment Demand; or
• (iii) enabling the Supplier to exercise rights in connection with the Security Interest.

(c) The Purchaser must comply with the requirements of any notice given by the Supplier under clause 15(a) within the time stipulated in said notice.

(d) The parties agree that, despite any other provision in this Agreement and to the extent permitted by law, in relation to any Security Interests that arise in the Supplier’s favour:

• (i) sections 142 and 143 of the PPSA are excluded and the Supplier need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), and any other section(s) of the PPSA notified to the Purchaser by the Supplier after the date of the Confirmation Email; and
• (ii) neither the Supplier nor any receiver need give any notice required under the PPSA (including notice of a verification statement or a Financing Change Statement) unless the notice is required by section 135 and cannot be excluded.

16. Amendments

(a) Supplier reserves the right to vary these Terms at any time by providing at least 7 days’ notice. This may include changes needed to reflect changes to the law, changes to these terms, or changes to the goods or services. (b) The amended Terms will only become effective at the conclusion of the above notice period, and will only apply to orders agreed on or after the Variation Date. The Purchaser’s continued ordering of goods or services constitutes its acceptance to the varied Terms

17. Credit Limit

(a) Supplier can vary or withdraw any credit facility or limit it at any time at its discretion and without any liability to the Purchaser or any other party. Such actions initiated by Supplier will not in itself result in the Purchaser automatically being in default. The outstanding balance of the credit amount must be paid by the Purchaser in accordance with clause 2.

18. Australian Consumer Law

(a) If the Purchaser is a Consumer under the Australian Consumer Law, nothing in these Terms is intended to remove the Purchaser’s rights under the Australian Consumer Law, including to statutory guarantees that may apply to goods and services supplied by Supplier. If Supplier is entitled to limit the remedies available to Purchaser for breach of such guarantees, it expressly limits its liability as set out in this clause 18 to the maximum extent permitted by law.

(b) If the Purchaser is a Consumer (as defined under the Australian Consumer Law) and any of the goods supplied by Supplier are not goods of a kind ordinarily acquired for personal, domestic or household use or consumption, the Purchaser agrees that Supplier’s liability for a failure to comply with a guarantee under the Australian Consumer Law in relation to those goods (other than under sections 51 (title),52 (undisturbed possession) and 53 (undisclosed securities) of the Australian Consumer Law) is limited to, at the option of Supplier, one or more of the following: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired.

(c) If the Purchaser is a Consumer (as defined under the Australian Consumer Law) and any of the services supplied by Supplier are not services of a kind ordinarily acquired for personal, domestic or household use or consumption, Supplier’s liability for a failure to comply with a guarantee under the Australian Consumer Law in relation to those services is limited to, at the option of Supplier: (i) the supply of the services again; or (ii) the payment of the cost of having the services supplied again.

(d) If the Purchaser resupplies goods imported or manufactured by Supplier to a Consumer (as defined under the Australian Consumer Law), the Purchaser must limit its liability to the Consumer on terms similar to those set out in clause 18(b). If such goods are not goods of a kind ordinarily acquired for personal, domestic or household use or consumption, Purchaser acknowledges that Supplier’s liability to indemnify the Purchaser under s274 of the Australian Consumer Law in respect of such goods is expressly limited to a liability to pay the Purchaser an amount equal to the lowest of: (i) the cost of replacing the goods; (ii) the cost of obtaining equivalent goods; or (iii) the cost of having the goods repaired.

19. Force Majeure

Supplier is not liable to the Purchaser for any delay or failure to perform its obligations pursuant to these Terms if such delay or failure to perform is due to force majeure being a circumstance beyond its reasonable control, including strikes, lockouts, fires, floods, storm, drought, riots, war, embargoes, civil commotions, supplier shortages, plant or mechanical breakdown, disease or pandemic, acts of God or any other activity beyond Supplier’s control.

20. Governing Law and Termination

(a) The Supplier may terminate this agreement on 7 days’ written notice for convenience. Immediate termination may occur if the Purchaser suffers an insolvency event, breaches intellectual property rights, or fails to make payment.

(b) This agreement is governed by the laws of Queensland, and both parties submit to the exclusive jurisdiction of the Queensland courts.

If you have questions, contact us:
Legal Enquiries Email: info@scalefibre.com
ScaleFibre Australia Pty Ltd
Head Office:
PO Box 31
North Lakes, QLD 4509