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Terms of Trade

Last updated: May 2026

These Terms of Trade govern the supply of goods by Sydney Photonics Pty Ltd (ABN 20 650 733 627) ("Sydney Photonics") to its customers. They apply to every quotation and order, and are accepted by the Customer when the Customer accepts a quotation from, or places an order with, Sydney Photonics.

1. Definitions and interpretation

1.1 Definitions

In these terms of trade:

1.2 Interpretation

In these terms of trade, unless the context otherwise requires:

  1. a reference to writing includes email and other communication established through Sydney Photonics' website (if any);
  2. the singular includes the plural and vice versa;
  3. a reference to a clause or paragraph is a reference to a clause or paragraph of these terms of trade;
  4. a reference to a party to these terms of trade or any other document or arrangement includes that party's executors, administrators, successors and permitted assigns;
  5. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
  6. headings are for ease of reference only and do not affect the meaning or interpretation of these terms of trade; and
  7. if the date on which any act, matter or thing is to be done falls on a day which is not a Business Day, that act, matter or thing:
    1. if it involves a payment other than a payment which is due on demand, must be done on the preceding Business Day; and
    2. in all other cases, must be done on the next Business Day.

2. General

  1. These terms of trade apply to all transactions between the Customer and Sydney Photonics relating to the supply of Goods. This includes all quotations, contracts and variations. These terms of trade take precedence over terms of trade contained in any document of the Customer or elsewhere.
  2. The variation or waiver of a provision of these terms, or a party's consent to a departure from a provision by another party, is ineffective unless in writing signed by the parties.
  3. Sydney Photonics may amend any details in a Quote by notice in writing to the Customer. Such amended details supersede any relevant prior detail in dealings between the parties.

3. Quotes

  1. Sydney Photonics may provide the Customer with a Quote. Any Quote issued by Sydney Photonics is valid for 30 days from the date of issue.
  2. Unless otherwise expressly agreed in writing, a Quote does not include delivery or installation of the Goods.
  3. Quotes are based upon the cost of materials available at the time of preparation of the Quote, and assume the timely supply by the Customer of necessary material and instructions to Sydney Photonics.
  4. Following provision of a Quote to the Customer, Sydney Photonics is not obliged to commence work until the Quote has been accepted by the Customer. This occurs by the Customer placing an Order with Sydney Photonics.
  5. Sydney Photonics reserves the right to amend any Quote before the Order has been completed to take into account any rise or fall in the cost of completing the Order. Sydney Photonics will notify the Customer of any amendment as soon as practicable, at which point the amended Quote will be the estimate or Quote for the purposes of these terms of trade.
  6. An indication in a Quote of the time frame for the provision of the Goods is an estimate only and is not a fixed time frame. Subject to any obligations in respect of consumer guarantees under the Australian Consumer Law, this estimate is not binding upon Sydney Photonics.

4. Orders

  1. Every Order by the Customer for the provision of Goods must be submitted in writing by purchase order (unless otherwise agreed).
  2. An Order will only be deemed to be placed by the Customer if the Order clearly identifies the Goods ordered and Sydney Photonics' Quote. Any costs incurred by Sydney Photonics in reliance on incorrect or inadequate information provided by the Customer in an Order may result in the imposition of an Additional Charge.
  3. Orders must be signed by an authorised representative of the Customer and must specify the required date of delivery.
  4. Placement of an Order by the Customer signifies acceptance by the Customer of these terms of trade and the most recent Quote provided by Sydney Photonics relating to that Order.
  5. Sydney Photonics may in its absolute discretion refuse to provide Goods where:
    1. Goods are unavailable for any reason whatsoever;
    2. credit limits cannot be agreed upon or have been exceeded; or
    3. payment for Goods previously provided to the Customer, or any related corporation of the Customer, or to any other party who is, in the reasonable opinion of Sydney Photonics, associated with the Customer under the same or another supply contract, has not been received by Sydney Photonics.
  6. An Order cannot be cancelled without the prior written consent of Sydney Photonics. Where an Order is cancelled, the Customer indemnifies Sydney Photonics against any Losses incurred by Sydney Photonics as a result of the cancellation. This includes, but is not limited to, loss of profit from other orders foregone as a result of the scheduling of the Order which is subsequently cancelled.

5. Variations

  1. The Customer may request that its Order be varied by providing a request in writing to Sydney Photonics. A request for a variation must be agreed to in writing by Sydney Photonics in order to have effect.
  2. If the Customer wishes to vary its requirements after a Quote has been prepared by Sydney Photonics, or after the placement of an Order, Sydney Photonics reserves the right to vary the Quote to include any Additional Charge in respect of any extra costs incurred or additional work carried out due to the variation, in accordance with its then current charge rates. A revised Quote issued by Sydney Photonics in respect of the requested variation supersedes the original Quote. If the revised Quote only specifies additional work, the Quote for that additional work will be in addition to the immediately preceding Quote for the Goods.
  3. Sydney Photonics has an automatic extension of time for the provision of the Goods equal to the delay caused by the variation.

6. Invoicing and payment

  1. Sydney Photonics may in its absolute discretion issue an invoice to the Customer in any one or more of the following ways:
    1. prior to commencing the provision of the Goods, for an amount equal to the Quote and Additional Charges, where Sydney Photonics has not previously carried out work for the Customer or where Sydney Photonics chooses to do so; or
    2. upon completion of the provision of the Goods, or any time thereafter, for an amount equal to the Quote or the balance of the Quote outstanding, any Additional Charges and any amount not previously invoiced, or if no Quote was provided, for an amount representing Sydney Photonics' charge for the work performed in completing the Order and for any Additional Charges.
  2. The amount payable by the Customer will be the amount set out in the invoice. This will be calculated as:
    1. the amount for the Goods as set out in the Quote and any Additional Charges; or
    2. where no Quote has been provided by Sydney Photonics, Sydney Photonics' usual charges for the Goods as described in the Order.
  3. The Customer must pay an invoice issued by Sydney Photonics within 14 days of a valid tax invoice being issued to the Customer.
  4. If any invoice is due but unpaid, Sydney Photonics may withhold the provision of any further Goods until overdue amounts are paid in full.
  5. Sydney Photonics may in its complete discretion apply any payment received from the Customer to any amount owing by the Customer to Sydney Photonics.
  6. The Customer is not entitled to retain any money owing to Sydney Photonics notwithstanding any default or alleged default by Sydney Photonics of these terms of trade, including (but not limited to) the supply of allegedly faulty or defective Goods or a delay in the provision of Goods. Nothing in this paragraph affects the Customer's rights for any alleged failure of a guarantee under the Australian Consumer Law.
  7. The Customer is to pay Sydney Photonics on demand interest at the rate of 10% per year on all overdue amounts owed by the Customer to Sydney Photonics, calculated daily.
  8. All costs and expenses associated with collecting overdue amounts, including (but not limited to) legal fees and internal costs and expenses of Sydney Photonics, are to be paid by the Customer as a debt due and payable under these terms of trade.
  9. The Customer and Sydney Photonics agree to comply with their obligations in relation to Goods and Services Tax (GST) under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and any other applicable legislation governing GST.

7. Additional Charges

  1. Sydney Photonics may require the Customer to pay Additional Charges in respect of costs incurred by Sydney Photonics as a result of reliance on inadequate or incorrect information or material provided by the Customer, or information or material supplied later than required by Sydney Photonics in order for it to provide the Goods within the specified time frame (if any).
  2. The imposition of Additional Charges may also occur as a result of:
    1. cancellation by the Customer of an Order where cancellation results in Loss to Sydney Photonics;
    2. storage costs for Goods not collected or dispatched within 4 weeks of the date on which the Goods are manufactured, fabricated, created or formed;
    3. courier, packing, handling or freight charges not included in the Quote;
    4. government or council taxes or charges not included in the Quote; or
    5. additional work required by the Customer, or any other occurrence which causes Sydney Photonics to incur costs in respect of the Customer's Order additional to the quoted cost.

8. Acceptance of Goods

If the Customer fails to advise Sydney Photonics in writing of any fault in Goods, or failure of Goods to accord with the Customer's Order, within 72 hours of delivery, the Customer is deemed to have accepted the Goods and to have accepted that the Goods are not faulty and accord with the Customer's Order. Nothing in this paragraph affects the Customer's rights for any alleged failure of a guarantee under the Australian Consumer Law.

9. Title and risk

  1. Risk in Goods passes to the Customer immediately upon delivery.
  2. Property and title in Goods supplied to the Customer under these terms of trade does not pass to the Customer until all money (including money owing in respect of other transactions between Sydney Photonics and the Customer) due and payable to Sydney Photonics by the Customer has been fully paid.
  3. Where Goods are supplied by Sydney Photonics to the Customer without payment in full, the Customer:
    1. is a bailee of the Goods until property in them passes to the Customer;
    2. irrevocably appoints Sydney Photonics to be its attorney to do all acts and things necessary to ensure the retention of title to Goods, including the registration of any security interest in favour of Sydney Photonics with respect to the Goods under applicable law;
    3. must be able, upon demand by Sydney Photonics, to separate and identify as belonging to Sydney Photonics the Goods supplied by Sydney Photonics from other goods which are held by the Customer;
    4. must not allow any person to have or acquire any security interest in the Goods;
    5. agrees that Sydney Photonics may repossess the Goods if payment is not made within 90 days (or such longer time as Sydney Photonics may, in its complete discretion, approve in writing) of the supply of the Goods; and
    6. grants an irrevocable licence to Sydney Photonics or its agent to enter the Customer's premises in order to recover possession of Goods pursuant to this paragraph. The Customer indemnifies Sydney Photonics for any damage to property or personal injury which occurs as a result of Sydney Photonics entering the Customer's premises.

  4. Where Goods are supplied by Sydney Photonics to the Customer without payment in full of all moneys payable in respect of the Goods, and:

    1. the Customer makes a new object from the Goods, whether finished or not;
    2. the Customer mixes the Goods with other goods; or
    3. the Goods become part of other goods,

    (together, the New Goods), the Customer agrees with Sydney Photonics that the ownership of the New Goods immediately passes to Sydney Photonics. The Customer will hold the New Goods on trust for Sydney Photonics until payment of all sums owing to Sydney Photonics, whether under these terms of trade or any other contract, has been made. Sydney Photonics may require the Customer to store the New Goods in a manner that clearly shows the ownership of Sydney Photonics.

  5. For the avoidance of doubt, under paragraph 9(d) the ownership of the New Goods passes to Sydney Photonics at the beginning of the operation or event by which the Goods are converted into, are mixed with, or become part of other goods.
  6. Despite paragraph 9(c), the Customer may transfer, sell or dispose of Goods, including New Goods, to a third party in the ordinary course of business. This is provided that:
    1. where the Customer is paid by a third party in respect of Goods, including New Goods, the Customer holds the whole of the proceeds of sale, less any GST, on trust for Sydney Photonics in a separate account, until all amounts owed by the Customer to Sydney Photonics have been paid; or
    2. where the Customer is not paid by a third party, the Customer agrees to assign all of its rights against the third party to Sydney Photonics upon Sydney Photonics giving the Customer notice in writing to that effect, and for the purpose of giving effect to that assignment the Customer irrevocably appoints Sydney Photonics as its attorney.
  7. Where Goods are supplied by Sydney Photonics to the Customer without payment in full of all moneys payable in respect of the Goods, the Customer acknowledges that Sydney Photonics has a right to register and perfect a personal property security interest.

  8. If:

    1. a PPS Law applies or commences to apply to these terms of trade or any transaction contemplated by them, or Sydney Photonics determines (based on legal advice) that this is the case; and
    2. in Sydney Photonics' opinion, the PPS Law:
      1. does or will adversely affect Sydney Photonics' security position or obligations; or
      2. enables or would enable Sydney Photonics' security position to be improved without adversely affecting the Customer,

    Sydney Photonics may give notice to the Customer requiring the Customer to do anything (including amending these terms of trade or executing any new terms and conditions) that in Sydney Photonics' opinion is necessary, to the maximum possible extent, to overcome the circumstances contemplated in paragraph 9(h)(ii)(A) or improve the security position as contemplated in paragraph 9(h)(ii)(B). The Customer must comply with the requirements of that notice within the time specified in the notice. If, having completed everything reasonably practicable as required under this paragraph, in Sydney Photonics' opinion Sydney Photonics' security position or obligations under or in connection with these terms of trade have been or will be materially adversely affected, Sydney Photonics may by further notice to the Customer cancel these terms of trade. If this occurs, the Customer must pay to Sydney Photonics any money owed to Sydney Photonics by the Customer immediately.

10. Intellectual Property Rights

  1. The Customer warrants that it owns all Intellectual Property Rights pertaining to its Order for Goods, or has a licence to authorise Sydney Photonics to reproduce or use all copyright works or other materials the subject of Intellectual Property Rights supplied by the Customer to Sydney Photonics for the purposes of the Order. Further, the Customer indemnifies and agrees to keep indemnified Sydney Photonics against all Losses incurred by Sydney Photonics in relation to, or in any way directly or indirectly connected with, any breach of any Intellectual Property Rights in relation to any material supplied by the Customer.
  2. Unless specifically agreed in writing between Sydney Photonics and the Customer, all Intellectual Property Rights in any works created by Sydney Photonics on behalf of the Customer vest in and remain the property of Sydney Photonics.
  3. Subject to payment of all invoices due in respect of the Goods, Sydney Photonics grants to the Customer a perpetual, non-exclusive licence to use the works created or produced by Sydney Photonics in connection with the provision of Goods under these terms of trade for the purposes contemplated by the Order.

11. Agency and assignment

  1. The Customer agrees that Sydney Photonics may at any time appoint or engage an agent to perform an obligation of Sydney Photonics arising out of or pursuant to these terms of trade.
  2. Sydney Photonics has the right to assign and transfer to any person all or any of its title, estate, interest, benefit, rights, duties and obligations arising in, under or from these terms of trade, provided that the assignee agrees to assume any duties and obligations of Sydney Photonics owed to the Customer under these terms of trade.
  3. The Customer is not to assign, or purport to assign, any of its obligations or rights under these terms of trade without the prior written consent of Sydney Photonics.

12. Default by Customer

  1. Each of the following occurrences constitutes an event of default:
    1. the Customer breaches, or is alleged to have breached, these terms of trade for any reason (including, but not limited to, defaulting on any payment due under these terms of trade) and fails to remedy that breach within 14 days of being given notice by Sydney Photonics to do so;
    2. the Customer, being a natural person, commits an act of bankruptcy;
    3. the Customer, being a corporation, is subject to:
      1. a petition being presented, an order being made or a meeting being called to consider a resolution for the Customer to be wound up, deregistered or dissolved;
      2. a receiver, receiver and manager, or an administrator under Part 5.3A of the Corporations Act 2001 (Cth) being appointed to all or any part of the Customer's property and undertaking;
      3. the entering of a scheme of arrangement (other than for the purpose of restructuring); or
      4. any assignment for the benefit of creditors;
    4. the Customer purports to assign its rights under these terms of trade without Sydney Photonics' prior written consent; or
    5. the Customer ceases or threatens to cease conduct of its business in the normal manner.
  2. Where an event of default occurs, except where payment in full has been received by Sydney Photonics, Sydney Photonics may:
    1. terminate these terms of trade;
    2. terminate any or all Orders and credit arrangements (if any) with the Customer;
    3. refuse to deliver Goods;
    4. pursuant to clause 9(c), repossess and re-sell any Goods delivered to the Customer, the payment for which has not been received; or
    5. retain (where applicable) all money paid by the Customer on account of Goods or otherwise.
  3. In addition to any action permitted to be taken by Sydney Photonics under paragraph 12(b), on the occurrence of an event of default all invoices will become immediately due and payable.

13. Termination

In addition to the express rights of termination provided in these terms of trade, a party may terminate these terms of trade by giving 14 days written notice to the other party.

14. Exclusions and limitation of liability

  1. The Customer expressly agrees that use of the Goods is at the Customer's risk. To the full extent allowed by law, Sydney Photonics' liability for breach of any term implied into these terms of trade by any law is excluded.
  2. All information, specifications and samples provided by Sydney Photonics in relation to the Goods are approximations only and, subject to any guarantees under the Australian Consumer Law, small deviations or slight variations from them which do not substantially affect the Customer's use of the Goods will not entitle the Customer to reject the Goods upon delivery, or to make any claim in respect of them.
  3. Under no circumstances is Sydney Photonics or any of its suppliers liable or responsible in any way to the Customer or any other person for any loss, damages, costs, expenses or other claims (including consequential damages and loss of profits or loss of revenues) as a result, direct or indirect, of any defect, deficiency or discrepancy in the Goods. This includes their form, content and timeliness of delivery, failure of performance, error, omission or defect, including, without limitation, for and in relation to any of the following:
    1. any Goods supplied to the Customer;
    2. any delay in supply of the Goods; or
    3. any failure to supply the Goods.
  4. Any advice, recommendation, information, assistance or service given by Sydney Photonics in relation to the Goods is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given. It is provided without any warranty of accuracy, appropriateness or reliability. Sydney Photonics does not accept any liability or responsibility for any Loss suffered as a result of the Customer's reliance on such advice, recommendation, information, assistance or service.
  5. To the fullest extent permissible at law, Sydney Photonics is not liable for any direct, indirect, punitive, incidental, special or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the provision of, or failure to provide, Goods, or otherwise arising out of the provision of Goods, whether based on terms of trade, negligence, strict liability or otherwise, even if Sydney Photonics has been advised of the possibility of damages.
  6. The Customer acknowledges that the Goods are not for personal, domestic or household purposes.
  7. The Australian Consumer Law may give to the Customer certain guarantees. Where liability for breach of any such guarantee can be limited, Sydney Photonics' liability (if any) arising from any breach of those guarantees is limited, with respect to the supply of Goods, to the replacement or repair of the Goods or the cost of resupply or replacement of the Goods.

15. Indemnity

  1. The Customer indemnifies and keeps indemnified Sydney Photonics, its servants and agents in respect of any claim or demand made, or action commenced, by any person (including, but not limited to, the Customer) against Sydney Photonics, or for which Sydney Photonics is liable, in connection with any Loss arising from or incidental to the provision of Goods, any Order or the subject matter of these terms of trade.
  2. This includes, but is not limited to, any legal costs incurred by Sydney Photonics in relation to meeting any claim or demand of any party, and any legal costs for which Sydney Photonics is liable in connection with any such claim or demand.
  3. This provision remains in force after the termination of these terms of trade.

16. Force majeure

  1. If circumstances beyond Sydney Photonics' control prevent or hinder its provision of the Goods, Sydney Photonics is free from any obligation to provide the Goods while those circumstances continue. Sydney Photonics may elect to terminate this agreement or keep the agreement on foot until such circumstances have ceased.
  2. Circumstances beyond Sydney Photonics' control include, but are not limited to, unavailability of materials or components, strikes, lockouts, riots, natural disasters, fire, war, acts of God, government decrees, proclamations or orders, transport difficulties, and failures or malfunctions of computers or other information technology systems.

17. Dispute resolution

  1. If a dispute arises between the Customer and Sydney Photonics, the following procedure applies:
    1. a party may give the other party a notice of the dispute, and the dispute must be dealt with in accordance with the procedure set out in this clause;
    2. a party must not commence legal proceedings (except proceedings seeking interlocutory relief) in respect of a dispute unless the dispute has been referred for resolution in accordance with this clause; and
    3. a party must not oppose any application for a stay of any legal proceedings that may be issued in respect of a dispute pending the completion or termination of the procedure set out in this clause.
  2. If a dispute is notified, the dispute must immediately be referred to the parties' respective senior management. Those representatives must endeavour to resolve the dispute as soon as possible and in any event within 10 Business Days (or other period as agreed).
  3. Unless otherwise agreed by the parties, where any dispute cannot be settled by negotiation between the parties or their representatives, the parties expressly agree to endeavour to settle the dispute by mediation administered by the Australian Disputes Centre (ADC) before having recourse to arbitration or litigation. The mediation must be conducted in accordance with the ADC mediation guidelines which operate at the time the matter is referred to ADC. Those guidelines set out the procedures to be adopted, the process of selection of the mediator and the costs involved, and their terms are incorporated into these terms of trade. This paragraph survives termination of these terms of trade.
  4. Notwithstanding the existence of a dispute (including the referral of the dispute to mediation), each party must continue to perform its obligations under these terms of trade.
  5. The parties must hold confidential, unless otherwise required by law or at the direction of a court of competent jurisdiction, all information relating to the subject matter of the dispute that is disclosed during, or for the purposes of, dispute resolution. The parties acknowledge that the purpose of any exchange of information or documents, or the making of any offer of settlement pursuant to this procedure, is to attempt to settle the dispute between the parties. No party may use any information or documents obtained through the dispute resolution process for any purpose other than an attempt to settle the dispute between the parties.

18. Miscellaneous

  1. These terms of trade are governed by the laws of New South Wales, Australia. Sydney Photonics and the Customer each irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts of appeal from them.
  2. These terms of trade, and any Quotes and written variations agreed to in writing by Sydney Photonics, represent the whole agreement between the parties relating to the subject matter of these terms.
  3. These terms of trade supersede all oral and written negotiations and communications by and on behalf of either of the parties.
  4. In entering into these terms of trade, the Customer has not relied on any warranty, representation or statement, whether oral or written, made by Sydney Photonics or any of its employees or agents relating to or in connection with the subject matter of these terms of trade.
  5. If any provision of these terms of trade at any time is or becomes void, voidable or unenforceable, the remaining provisions will continue to have full force and effect.
  6. A party's failure or delay to exercise a power or right does not operate as a waiver of that power or right.
  7. A notice or other communication required or permitted to be given by one party to another must be in writing to the address shown on a Quote (or as varied pursuant to this paragraph), and delivered personally, sent by pre-paid mail to the address of the addressee specified in the relevant Quote, or sent by email to the email address of the addressee specified in the relevant Quote with acknowledgement of delivery.
  8. A notice or other communication is taken to have been given (unless otherwise proved): if mailed, on the second Business Day after posting; or if sent by email before 4 pm on a Business Day at the place of receipt, on the day it is sent, and otherwise on the next Business Day at the place of receipt.
  9. A party may only change its postal or email address for service by giving notice of that change in writing to the other party.

Contact

Questions about these Terms of Trade can be directed to:

Sydney Photonics Pty Ltd

ABN 20 650 733 627

Email: info@sydneyphotonics.com

Website: sydneyphotonics.com.au

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© 2026 Sydney Photonics Pty Ltd. ABN 20 650 733 627. All rights reserved.