TRADE TERMS & CONDITIONS

Set out hereunder are the standard terms and conditions under which goods are sold by AYONZ (Goods). These terms and conditions are effective from 1 January 2023

For the purpose of this terms and conditions of trade, Buyer is the person or entity named on the account with AYONZ, or if no account exists, Buyer means the person or entity to which the AYONZ Goods are sold to.

In respect of all sales of Goods the Buyer is deemed to purchase and accept delivery of goods upon the following terms and conditions:

Application and Acceptance
1. By placing a Purchase Order with AYONZ, the Buyer acknowledges and agrees to be bound by the terms and conditions as set out on all AYONZ related entities' websites and referred to in all AYONZ communications with the buyer but not limited to emails, forms, documents.
2. Acceptance by AYONZ to provide the Goods described or referred to in any Purchase Order issued by the Customer constitutes the formation of an agreement between AYONZ and the Buyer on the terms and conditions contained herein.
Legislation
Nothing herein will exclude, restrict or modify any condition, warranty, right or liability expressed or implied either by these terms and conditions or by the law of Hong Hong Kong.
Entire Agreement
Subject to clause 2, these terms and conditions of trade constitute the whole contract between AYONZ and the Buyer and supersede all previous communications either oral or written. The Buyer's terms and conditions of trade shall not add to, amend or delete these terms and conditions unless expressly agreed in writing by both AYONZ and the Buyer.
Property in goods
Notwithstanding that risk and possession of the goods pass upon acceptance of their delivery to the Buyer, property in the Goods shall not pass to the Buyer, and AYONZ retains the right to assert ownership and reserves the right to take possession and dispose of the Goods as it sees fit, until such time as payment in full for Goods has been received by AYONZ and no other money is owing by the Buyer to AYONZ on any account whatsoever and whether or not such other money has become due for payment.
Order
The Buyer must submit orders to AYONZ in writing either by email or facsimile transmission, or such other means as agreed by the parties from time to time.
1. The order must specify:
  1. the quality of each type of Goods the Buyer requires;
  2. delivery instructions, including the desired date of delivery of the Goods; and
2. The prices for each type of Goods and the total price for the order.
Delivery and Risk
1. It is the Buyer's responsibility to ensure that the Goods ordered conform to its requirements.
2. The Buyer agrees that AYONZ accepts no responsibility or duty for delivery. AYONZ reserves the right to charge for the Buyer for delivery.
3. Where delivery is required by the Buyer, the method of delivery will be agreed by the parties and where there is no such agreement Goods will be delivered to the premises of the Buyer in accordance with the Free into Store (FIS) terms of the Incoterms 2000
4. If the Buyer requests AYONZ to deliver Goods to a place other than the Buyer's premises, then AYONZ will subject to these conditions, deliver the Goods as directed provided that the Goods shall be delivered Ex-Warehouse. AYONZ will be entitled to charge the Buyer and the Buyer must pay upon demand any freight or delivery charges for these Goods.
5. Any time or date or month stated by AYONZ for anticipated or promised delivery of the Goods is a bona fide estimate only. If AYONZ is delayed by any circumstances or event beyond its control then it may suspend delivery or extend the delivery time in respect of the whole or part of the Goods and it shall not be liable to the Buyer for any consequential loss or damage arising from any such delay.
6. Any agreement or undertaking by AYONZ is contingent upon its ability to secure or supply the Goods.
7. Delivery may be made in one or more lots. Each lot shall form a separate contract on delivery and be accepted and paid for accordingly notwithstanding late delivery or non-delivery of any other lot. Upon failure by the Buyer to pay any amount when due AYONZ may at its option terminate the contract as to further delivery and no forbearance or course of dealing shall affect this right of AYONZ.
8. The Buyer accepts full risk of loss or damage to the Goods from the time:
  1. where no delivery is required, when AYONZ notifies the Buyer that Goods are ready for the buyer’s collection; or
  2. where delivery is required, upon AYONZ delivering any Goods to a carrier; or
  3. where delivery is required and a term of carriage of the Incoterms 2000 is agreed to be the method delivery by the parties, in accordance with that term of the Incoterm 2000.
9. AYONZ shall have the right to accept any order for the supply of Goods in whole or in part or to decline any order. Where delivery is made by AYONZ in respect of part only of any order then these terms and conditions shall apply to the Goods actually delivered.
10. Where risk passes to the buyer in accordance with sub-clause (h), the Buyer is responsible to pay for all holding costs and costs incurred by AYONZ for holding those Goods for the Buyer.
Terms of Payment
1. At AYONZ’s sole discretion, a deposit or prepayment of the Price for the Goods may be required prior to delivery.
2. Payment of the Price and any other payment must be made in cleared funds by cash, or by cheque, or by bank cheque, or by credit card, or by direct debit, or in accordance with the terms of an invoice issued by AYONZ, or by any method agreed in writing between AYONZ and the Buyer.
3. Unless otherwise directed or agreed upon by AYONZ in writing, the Buyer must pay AYONZ:
  1. no later than 60 days from the date of any invoice issued by AYONZ for an order or orders; and
  2. for the full amount without deduction and setoff. Any discounts, rebates, trade allowances, stock price reduction, or any reduction in the Prices are offered at the complete discretion of AYONZ and is only available to the Buyer if the Buyer is not in breach of any part of the terms and conditions of trade and is not in default under this agreement.
Security
1. The Buyer acknowledges that AYONZ is a Secured Party and agrees to AYONZ creating and maintaining a registration on the Personal Property Securities Register (Register) in relation to any Security Interest contemplated or created by the Agreement.
Prices
1. Prices are subject to change without notice. All prices are based on the full quantities specified and do not necessarily operate pro rata for any greater or lesser quantities.
2. Goods and Services Tax (GST) will be charged at the appropriate rate ruling at the time of invoice.
3. Prices are inclusive of all imposts charges and duties currently applicable. In the event that AYONZ is required to pay any further amounts as a result of any increases thereof then the Buyer shall be required to pay AYONZ any such further amount as may be invoiced to the Buyer.
Rebates and Trade Allowances
Rebates and trade allowances granted by AYONZ at its discersion on total purchases in accordance with the current pricing policy) from time to time may reduce the sale price of goods to the Buyer who shall comply with the applicable current conditions for payment and settlement. Where the Buyer is a member of any buying group, any such rebates and allowances granted to the group may be paid or credited by AYONZ to such group on the understanding that the group will be responsible for payment on to its members as they may be entitled.
Stock Price Reduction
In the event of a AYONZ Stock price Reduction, a Buyer with stock on hand to which the reduction applies, and which has been purchased within ninety (30) days prior to the price reduction date, is entitled to apply to AYONZ within thirty (30) days with appropriate substantiation, for appropriate credit or payment. AYONZ reserves the right to have access to the stock on hand of the Buyer in order to conduct such verification and stocktake as it may determine.
Interest
AYONZ shall be entitled to charge interest on overdue accounts calculated from the day following the date upon which payment should have been made at the per annum rate of 2% above the National rate of the country the goods sold.
Warranty
1. Subject to the conditions hereof and to the full extent allowed by law, the only warranties in respect of the goods shall be those expressly stated by AYONZ. AYONZ expressly excludes all other warranties, conditions or representations in whatever form, whether express or implied, relating to the Goods, including without limitation any warranties or representations relating to performance, quality, acceptability, or fitness for use, or any representation that the Goods will be free from defects.
2. The Buyer, its employees or agents shall not make any statement, representation, undertaking or warranty concerning the quality or description of the Goods other than those either contained in literature published by AYONZ or expressed or implied by law.
3. The acceptance of any of the Goods by the Buyer shall imply a condition that the Buyer indemnifies AYONZ and will keep it indemnified against loss, claim or damage suffered by reason or arising out of:
  1. any statement, representation, undertaking or warranty made by or on behalf of the Buyer, which is not expressly authorised by AYONZ.
  2. any loss or damage caused to the Goods after risk therein has passed to Buyer.
4. AYONZ does not warrant or make any representations regarding the use or the results of the use of the Goods in terms of their suitability and intended use, reliability or otherwise other than set out in its written warranties provided.
Intellectual Property Rights
1. Sale of the Goods shall not confer upon the Buyer any rights or interest in any trademarks, patents, copyrights, industrial designs or other intellectual property rights of AYONZ, or any related entity, in respect thereof (Intellectual Property), notwithstanding any contribution by the Buyer thereto (if any).
2. The Buyer must not dispute or conspire to dispute or question the title of AYONZ, or any related entity, in respect of any Intellectual Property rights relating to Goods.
3. The Buyer must not use any trademark or trade name used or registered by AYONZ, or any related entity, except as authorised in writing by AYONZ.
4. The Buyer must not make any representations to any person that it has any proprietary rights in the Intellectual Property.
5. The Buyer acknowledges that AYONZ may suffer from third party claims as a result of or subsequent to the Buyer’s breach of any part of this clause. The Buyer must keep AYONZ indemnified in accordance with clause 18.
Limitation of Liability
1. Notwithstanding any other provisions of this terms and conditions of trade and to the fullest extent permitted by law, AYONZ’s maximum liability:
  1. for a breach of any implied warranties which cannot be excluded by law is limited to, in the case of the Goods, at AYONZ’s option, replacement of goods or the supply of equivalent goods, or the repair of such goods, or payment for replacement or repair; and
  2. under this terms and conditions of trade for all cumulative loss incurred by the Buyer will be limited, to the maximum extent permitted by law, to the aggregate amount of Goods purchased by the Buyer in the six months period preceding the act or omission causing the loss.
2. Notwithstanding any other provisions of these terms and conditions of trade and to the fullest extent permitted by law, neither party will be liable for any consequential, indirect or special losses or damages of any kind (including, without limitation, loss of profit, loss or corruption of data, business interruption or indirect costs) suffered by the other party or any third party.
Returns for Credit
In respect of the return of goods for credit the current AYONZ’s procedures as to return of goods will apply subject to the provisions of any consumer or trade practices law and provided the buyer has first obtained from AYONZ a Returned Goods Authority (RGA) number.
COCOM
1. The Buyer shall not export the goods outside Australia except with the written approval from AYONZ.
2. Where the Buyer is approved by AYONZ to export Goods outside Australia, the Buyer must confirm with any applicable controls imposed by the Australian Government under the Customs Act 1901 (Cth) as amended from time to time in relation to dual use technology pursuant to membership of the Co-ordinating Committee for Multi-lateral Export Controls. The Buyer shall procure all such licences, permits or authorisations as may be required and shall indemnify AYONZ against all claims, expenses, costs and other losses directly or indirectly arising from any breach of this condition.
Indemnity
The Buyer agrees to indemnify and will keep AYONZ, its directors, officers, employees and agents against all claims and liability (whether actual or contingent or perspective), loss, damage, debt, cost or expense (including legal costs and expenses) of whatever nature or description, incurred or suffered by AYONZ arising from or in any way connected with:
1. any breach of a term of or obligation under these terms and conditions of trade (including warranties) by the Buyer;
2. AYONZ exercising any right under these terms and conditions of trade including the repossession of Goods in accordance with clause 4 of these terms.
3. its own negligence, fraud or wilful misconduct, or of any other person for which the Buyer is vicariously liable; or
4. the use by the Buyer of the Intellectual Property other than in accordance with these terms and conditions of trade, provided that the Buyer will not be liable under this clause to the extent to which the claims or liabilities arise from the error, omission, negligence, fraud or wilful misconduct of AYONZ.
Restructure or Change in Underlying Ownership
The Buyer must notify AYONZ within 14 days of any change in its structure or management, including but not limited to any change in director, officer, shareholder, partnership, or trusteeship.
Waiver, Cancellation, Alteration or Assignment
No purported waiver, alteration, cancellation or assignment of these conditions shall be binding on AYONZ unless assented to in writing by a duly authorised officer of AYONZ.
Force Majeure
No party shall be in default for a breach of this terms and conditions as a result of force majeure (anything beyond the reasonable control of the parties, and includes and strike or lock out).
Notices
1. Any notice to the Buyer shall be sufficiently delivered if:
  1. mailed in the ordinary course of post to the last known Buyer's address in the appropriate State or Territory of Australia. All notices to AYONZ shall be sufficiently delivered if so mailed to its principal office in the relevant State or Territory. Any such notice shall be deemed to have been delivered three (3) days after mailing;
  2. sent by email, when the sender’s email system generates a confirmation of receipt of the notice;
  3. sent by facsimile, when the sender’s facsimile system generates a message confirming successful transmission of the entire notice.
Trustee
Where the Buyer is a trustee:
1. The Buyer agrees to produce a stamped copy of the trust deed (with all amendments) if and when requested by AYONZ.
2. The Buyer warrants that it has full power and authority to enter into this Agreement on behalf of the trust and that it shall be bound by these terms and conditions both personally and in their capacity as trustee irrespective of whether or not it discloses to AYONZ that it is a trustee at the time of entering into any credit agreement with AYONZ. The Buyer warrants that the trust has agreed to indemnify the trustee in respect of all liability incurred by the trustee pursuant to the Agreement and the terms and conditions contained herein.
3. The trustee of the trust acknowledges that it has entered into the Agreement in its capacity as trustee of the trust and also in its own capacity.
Governing Law and Jurisdiction
This agreement shall be governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of HONG KONG.
Definitions
1. “Agreement” means the agreement between AYONZ and the Buyer for the supply of the Goods by AYONZ to the Buyer to which these terms and conditions apply.
2. "AYONZ" means Ayonz Pty Limited (ABN 29 602 266 928) and includes without limitation its successors, assignors, associates, affiliates, attorneys, agents or any persons acting on behalf of and with its authority.
3. "Buyer" means a person or entity (or any person acting on behalf of and with the authority of the Buyer) whose order (or purchase order) for the purchase of Goods is accepted by AYONZ. The Buyer can be either a Corporate Buyer or an Individual Buyer.
4. “Consigned Goods” means goods which AYONZ may from time to time at its sole discretion elect to supply to the Buyer and unless otherwise agreed in writing by AYONZ, such goods will be used for the purposes of display units at the Buyer’s premises as well as the sale by the Buyer.
5. "Goods" means the goods supplied by AYONZ to the Buyer under the Purchase Order or invoice, or quote that is supplied or to be supplied by AYONZ to the Buyer and includes Consigned Goods.
6. “Purchase Order” means any purchase order, order or any other form requesting Goods from AYONZ.
7. “PPSA” means the Personal Property Securities Act 2009 (Cth).
8. "Price" means the amount which the Buyer agrees to pay for the Goods that is supplied by AYONZ to the Buyer.
9. “Secured Party” has the meaning given to it in the PPSA.
10. “Security Interest” has the meaning given to it in the PPSA.

TRADE TERMS & CONDITIONS

Application and Acceptance

By placing a Purchase Order with AYONZ, the Buyer acknowledges and agrees to be bound by the terms and conditions as set out on all AYONZ related entities' websites and referred to in all AYONZ communications with the buyer but not limited to emails, forms, documents.

Acceptance by AYONZ to provide the Goods described or referred to in any Purchase Order issued by the Customer constitutes the formation of an agreement between AYONZ and the Buyer on the terms and conditions contained herein.

Legislation Nothing herein will exclude, restrict or modify any condition, warranty, right or liability expressed or implied either by these terms and conditions or by the law of Hong Hong Kong.

Order The Buyer must submit orders to AYONZ in writing either by email or facsimile transmission, or such other means as agreed by the parties from time to time.

The order must specify:

the quality of each type of Goods the Buyer requires;

delivery instructions, including the desired date of delivery of the Goods; and

The prices for each type of Goods and the total price for the order.

Delivery and Risk

​It is the Buyer's responsibility to ensure that the Goods ordered conform to its requirements.

The Buyer agrees that AYONZ accepts no responsibility or duty for delivery. AYONZ reserves the right to charge for the Buyer for delivery.

Where delivery is required by the Buyer, the method of delivery will be agreed by the parties and where there is no such agreement Goods will be delivered to the premises of the Buyer in accordance with the Free into Store (FIS) terms of the Incoterms 2000

Any agreement or undertaking by AYONZ is contingent upon its ability to secure or supply the Goods.

The Buyer accepts full risk of loss or damage to the Goods from the time:

where no delivery is required, when AYONZ notifies the Buyer that Goods are ready for the buyer’s collection; or

where delivery is required, upon AYONZ delivering any Goods to a carrier; or

where delivery is required and a term of carriage of the Incoterms 2000 is agreed to be the method delivery by the parties, in accordance with that term of the Incoterm 2000.

AYONZ shall have the right to accept any order for the supply of Goods in whole or in part or to decline any order. Where delivery is made by AYONZ in respect of part only of any order then these terms and conditions shall apply to the Goods actually delivered.

Where risk passes to the buyer in accordance with sub-clause (h), the Buyer is responsible to pay for all holding costs and costs incurred by AYONZ for holding those Goods for the Buyer.

Terms of Payment

At AYONZ’s sole discretion, a deposit or prepayment of the Price for the Goods may be required prior to delivery.

Payment of the Price and any other payment must be made in cleared funds by cash, or by cheque, or by bank cheque, or by credit card, or by direct debit, or in accordance with the terms of an invoice issued by AYONZ, or by any method agreed in writing between AYONZ and the Buyer.

Unless otherwise directed or agreed upon by AYONZ in writing, the Buyer must pay AYONZ:

no later than 60 days from the date of any invoice issued by AYONZ for an order or orders; and

Security

The Buyer acknowledges that AYONZ is a Secured Party and agrees to AYONZ creating and maintaining a registration on the Personal Property Securities Register (Register) in relation to any Security Interest contemplated or created by the Agreement.

Prices

Prices are subject to change without notice. All prices are based on the full quantities specified and do not necessarily operate pro rata for any greater or lesser quantities.

Goods and Services Tax (GST) will be charged at the appropriate rate ruling at the time of invoice.

Prices are inclusive of all imposts charges and duties currently applicable. In the event that AYONZ is required to pay any further amounts as a result of any increases thereof then the Buyer shall be required to pay AYONZ any such further amount as may be invoiced to the Buyer.

Interest AYONZ shall be entitled to charge interest on overdue accounts calculated from the day following the date upon which payment should have been made at the per annum rate of 2% above the National rate of the country the goods sold.

Warranty

The Buyer, its employees or agents shall not make any statement, representation, undertaking or warranty concerning the quality or description of the Goods other than those either contained in literature published by AYONZ or expressed or implied by law.

The acceptance of any of the Goods by the Buyer shall imply a condition that the Buyer indemnifies AYONZ and will keep it indemnified against loss, claim or damage suffered by reason or arising out of:

any statement, representation, undertaking or warranty made by or on behalf of the Buyer, which is not expressly authorised by AYONZ.

any loss or damage caused to the Goods after risk therein has passed to Buyer.

AYONZ does not warrant or make any representations regarding the use or the results of the use of the Goods in terms of their suitability and intended use, reliability or otherwise other than set out in its written warranties provided.

​Intellectual Property Rights

The Buyer must not dispute or conspire to dispute or question the title of AYONZ, or any related entity, in respect of any Intellectual Property rights relating to Goods.

The Buyer must not use any trademark or trade name used or registered by AYONZ, or any related entity, except as authorised in writing by AYONZ.

The Buyer must not make any representations to any person that it has any proprietary rights in the Intellectual Property.

The Buyer acknowledges that AYONZ may suffer from third party claims as a result of or subsequent to the Buyer’s breach of any part of this clause. The Buyer must keep AYONZ indemnified in accordance with clause 18.

Limitation of Liability

Notwithstanding any other provisions of this terms and conditions of trade and to the fullest extent permitted by law, AYONZ’s maximum liability:

for a breach of any implied warranties which cannot be excluded by law is limited to, in the case of the Goods, at AYONZ’s option, replacement of goods or the supply of equivalent goods, or the repair of such goods, or payment for replacement or repair; and

under this terms and conditions of trade for all cumulative loss incurred by the Buyer will be limited, to the maximum extent permitted by law, to the aggregate amount of Goods purchased by the Buyer in the six months period preceding the act or omission causing the loss.

Returns for Credit In respect of the return of goods for credit the current AYONZ’s procedures as to return of goods will apply subject to the provisions of any consumer or trade practices law and provided the buyer has first obtained from AYONZ a Returned Goods Authority (RGA) number.

COCOM

The Buyer shall not export the goods outside Australia except with the written approval from AYONZ.

any breach of a term of or obligation under these terms and conditions of trade (including warranties) by the Buyer;

AYONZ exercising any right under these terms and conditions of trade including the repossession of Goods in accordance with clause 4 of these terms.

its own negligence, fraud or wilful misconduct, or of any other person for which the Buyer is vicariously liable; or

Restructure or Change in Underlying Ownership The Buyer must notify AYONZ within 14 days of any change in its structure or management, including but not limited to any change in director, officer, shareholder, partnership, or trusteeship.

Waiver, Cancellation, Alteration or Assignment No purported waiver, alteration, cancellation or assignment of these conditions shall be binding on AYONZ unless assented to in writing by a duly authorised officer of AYONZ.

Force Majeure No party shall be in default for a breach of this terms and conditions as a result of force majeure (anything beyond the reasonable control of the parties, and includes and strike or lock out).

Notices

Any notice to the Buyer shall be sufficiently delivered if:

sent by email, when the sender’s email system generates a confirmation of receipt of the notice;

sent by facsimile, when the sender’s facsimile system generates a message confirming successful transmission of the entire notice.

Trustee Where the Buyer is a trustee:

The Buyer agrees to produce a stamped copy of the trust deed (with all amendments) if and when requested by AYONZ.

The trustee of the trust acknowledges that it has entered into the Agreement in its capacity as trustee of the trust and also in its own capacity.

Governing Law and Jurisdiction This agreement shall be governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of HONG KONG.

Definitions

“Agreement” means the agreement between AYONZ and the Buyer for the supply of the Goods by AYONZ to the Buyer to which these terms and conditions apply.

"AYONZ" means Ayonz Pty Limited (ABN 29 602 266 928) and includes without limitation its successors, assignors, associates, affiliates, attorneys, agents or any persons acting on behalf of and with its authority.

"Buyer" means a person or entity (or any person acting on behalf of and with the authority of the Buyer) whose order (or purchase order) for the purchase of Goods is accepted by AYONZ. The Buyer can be either a Corporate Buyer or an Individual Buyer.

“Consigned Goods” means goods which AYONZ may from time to time at its sole discretion elect to supply to the Buyer and unless otherwise agreed in writing by AYONZ, such goods will be used for the purposes of display units at the Buyer’s premises as well as the sale by the Buyer.

"Goods" means the goods supplied by AYONZ to the Buyer under the Purchase Order or invoice, or quote that is supplied or to be supplied by AYONZ to the Buyer and includes Consigned Goods.

“Purchase Order” means any purchase order, order or any other form requesting Goods from AYONZ.

“PPSA” means the Personal Property Securities Act 2009 (Cth).

"Price" means the amount which the Buyer agrees to pay for the Goods that is supplied by AYONZ to the Buyer.

“Secured Party” has the meaning given to it in the PPSA.

“Security Interest” has the meaning given to it in the PPSA.

Legislation
Nothing herein will exclude, restrict or modify any condition, warranty, right or liability expressed or implied either by these terms and conditions or by the law of Hong Hong Kong.

Order
The Buyer must submit orders to AYONZ in writing either by email or facsimile transmission, or such other means as agreed by the parties from time to time.

It is the Buyer's responsibility to ensure that the Goods ordered conform to its requirements.

Interest
AYONZ shall be entitled to charge interest on overdue accounts calculated from the day following the date upon which payment should have been made at the per annum rate of 2% above the National rate of the country the goods sold.

Intellectual Property Rights

Returns for Credit
In respect of the return of goods for credit the current AYONZ’s procedures as to return of goods will apply subject to the provisions of any consumer or trade practices law and provided the buyer has first obtained from AYONZ a Returned Goods Authority (RGA) number.

Restructure or Change in Underlying Ownership
The Buyer must notify AYONZ within 14 days of any change in its structure or management, including but not limited to any change in director, officer, shareholder, partnership, or trusteeship.

Waiver, Cancellation, Alteration or Assignment
No purported waiver, alteration, cancellation or assignment of these conditions shall be binding on AYONZ unless assented to in writing by a duly authorised officer of AYONZ.

Force Majeure
No party shall be in default for a breach of this terms and conditions as a result of force majeure (anything beyond the reasonable control of the parties, and includes and strike or lock out).

Trustee
Where the Buyer is a trustee:

Governing Law and Jurisdiction
This agreement shall be governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts of HONG KONG.