INTERMAX PTY LTD –TRADING TERMS AND CONDITIONS
© INTERMAX PTY LTD – July 2022
“ACL” means the Australian Consumer Law.
“Anticipated Installation Date” anticipated date for delivery and installation of the goods and completion of the
services specified in a Quotation;
“COD” means a method of collecting payment that requires customers to pay for goods at the time of delivery.
“day” or “days” means a calendar day.
“Default Event” means where:
(a). you fail to make payment by the due date of any amount payable to Intermax;
(b). a payment due to Intermax is unable to be processed due to insufficient funds;
(c). you commit a material breach a clause of these Terms which is not capable of remedy;
(d). subject to clauses 415D and 415E of the Corporations Act 2001 (Cth):
i. you are dissolved, wound up or placed into bankruptcy or an order is made by a court or a resolution is
passed or the party gives notice of its intention that you be dissolved, wound up or placed into
ii. you have a liquidator, provisional liquidator or trustee in bankruptcy is appointed in respect of you or
iii. you have a controller appointed in respect of you or your property or takes possession or gains control
of your property;
iv. except to reconstruct or amalgamate while solvent, you enter into, or resolve to enter into, a scheme of
arrangement, administration, deed of arrangement or composition with, or assignment for the benefit
of, all or any class of your creditors, or you propose a reorganization, moratorium or other
administration involving any of your creditors;
v. you are (or state that you are) insolvent or an insolvent under administration (each as defined in the
Corporations Act) for more than 14 days.
“Exclusions” means the items which are expressly excluded in a Quotation from a scope of Works.
“Goods” means any goods supplied by Intermax to you.
“Intellectual Property” means all copyright, trademarks, designs, rights to inventions, specifications, drawings,
confidential information (whether registrable or not) owned or licensed by Intermax in respect of the Goods and
“Intermax” means Intermax Pty Ltd (ACN 105 062 806) trading as Intermax (ABN 91 105 062 806)
“Invoice” or “Invoices” means any written tax invoice provided by Intermax to you concerning the supply of the
Goods or Services.
“PPSA” means the Personal Property Securities Act 2009.
“PPS clauses” means the clauses under the section of these Terms with the heading “Personal Properties
“Premises” means premises from which Intermax conducts its business.
“Purchase Order” means a purchase order sent by you to Intermax via email or provided to you in hardcopy form
or via fax pursuant to a Quotation.
“Service Contract” means a contract provided by Intermax to you containing the specific details of the Services,
which may also be referred to as a “maintenance contract”, whose terms shall override these Terms to the extent of
“Services” means any services provided by Intermax to you which may include, but is not limited to, the
development and implementation of customised software.
“Site” means the site where the Goods are to be delivered and installed and the Services provided.
“Scope of Works” means the scope of works contained in a Quotation, which may be further particularised in a
“Terms” means these Trading Terms and Conditions.
“Quotation” means any written quotation or proposal provided by Intermax, whose terms shall override these
Terms to the extent of any inconsistency.
“You” or “your” means the legal person, firm or corporation, severally and jointly if there is more than one, who is
receiving Goods and / or Services from Intermax.
Basis of Agreement and Ordering
1. Unless otherwise agreed by Intermax in writing, these Terms apply exclusively to supply of the Goods and
Services to you by Intermax and cannot be varied, altered or replaced by any other terms, including your terms
and conditions of purchase (if any).
2. You are deemed to have read, understood and accepted to be bound by these Terms upon the earlier of:
(a). you sending Intermax a written communication accepting a Quotation;
(b). you providing Intermax with a Purchase Order;
(c). you paying a deposit;
(d). Intermax providing you with the Goods and Services at your request following the provision to you
of a Quotation by Intermax.
3. By accepting these Terms, you agree that there is binding agreement between you and Intermax and these
Terms override any other terms provided by you in respect of the subject matter to which they apply.
4. You acknowledge and agree it is reasonable for Intermax to rely on the conduct and representation of any
person placing a Purchase Order on your behalf, without making any further enquiries, that they have the
necessary authority to accept a Quotation, submit a Purchase Order or otherwise direct Intermax to provide
Goods and Services to you at your cost.
5. Quotations, price lists and other publications and sales literature by Intermax do not constitute an offer.
6. Intermax in its absolute discretion may refuse to accept any Purchase Order.
7. The documents comprising the binding agreement between you and Intermax must be read in the following
order of precedence:
(a). these Terms;
(b). any Special Conditions annexed to these Terms or a Quotation;
(c). a Quotation issued to you by Intermax; and
(d). a Service Contract issued to you by Intermax.
8. Where any conflict occurs between the provisions of any two or more of the documents referred to in clause 9,
the documents lower in the order of precedence prevail to the extent of any inconsistency to those documents
higher in order of precedence.
9. Orders for the supply of Goods from Intermax are to be placed as follows:
(a). Intermax will provide you with you a Quotation, which may require you to pay a deposit;
(b). A Quotation will be accepted upon you emailing a Purchase Order to email@example.com for the
goods and services pursuant to the Quotation;
(c). Intermax will issue you an Invoice on account of the deposit and/or the total cost of the goods and
(d). Payment is to be remitted by you in accordance with the terms of the Invoice.
10. Your Purchase Order must contain all the following information:
(a). Company Name & ABN/ACN (as applicable)
(b). Nominated contact person(s)
(c). Phone number & email address
(d). Confirmation of the address for the Invoice
(e). Confirmation of the delivery address of Goods
(f). Special Delivery Instructions, for instance if delivery is required on s specific date, to be invoiced
separately or delivered to multiple locations
(g). Order Code, quantity & price for each item
(h). Any special requirements or customizations
(i). Confirmation of method of payment
(j). Freight Charge instructions
Quotations and Pricing
11. All pricing shown in an Intermax Quotation and Invoice is in Australian dollars and excludes GST.
12. Intermax may require access to the Site to finalise its Quotation and you agree to grant Intermax all reasonable
access upon reasonable notice.
13. An Intermax Quotation is valid for thirty (30) days, after which prices may be subject to change unless
otherwise expressly communicated to you in writing by Intermax.
14. Unless otherwise agreed in writing, prices specified in a Quotation exclude:
(a). taxes, duties or imposts on or in relation to the Goods, including, without limitation GST;
(b). applicable credit card and electronic payment surcharge fees that are charged by the relevant merchant
to Intermax for the processing of any payments made by you; or
(c). the cost of freight, delivery, insurance and other charges arising from the point of dispatch of the Goods
from Intermax’s Premises to your nominated delivery location.
15. Unless otherwise specified, any custom configuration and installation of any Goods is not included with in a
Quotation unless specifically requested by you.
16. In addition to payment of the price of the Goods, you must pay Intermax any amounts specified in clause 14
and clause 15, which will be included in your Quotation.
17. Intermax may offer discounts on the price of the Goods at its absolute discretion and depending on factors,
including but not limited to the following:
(a). the volume of Goods contained in an Order; and
(b). any promotional campaigns being conducted at the date of the Order by Intermax.
18. You acknowledge that certain Goods have minimum order requirements, which will be advised in a Quotation.
By ordering any such Goods you agree to the applicable minimum purchase requirement advised by Intermax.
19. Notwithstanding clause 13, a Quotation issued to you by Intermax is an estimate only. Intermax reserves the
right to change its Quotation price, notwithstanding your acceptance of the Quotation, where costs increase
between the date of issue and the date you remit a Purchase Order due to factors beyond Intermax’s’ control,
including but not limited to the following circumstances:
(a). the cost of labour;
(b). the cost of raw materials;
(c). third party cost increases related to or arising from importation of the Goods; or
(d). the imposition of third-party fees and charges.
(e). where you require Intermax to provide additional services due to the identification of new or unforeseen
circumstances that are beyond Intermax’s control, including but not limited to a change in the nature of
your existing infrastructure or business needs, safety concerns or works required to be completed by third
parties before Intermax can commence or progress its scope of works or provide its Goods and Services.
20. Intermax will provide you written notice of any change in pricing referred to in clause 19 and re-issue you with
revised Quotation, were necessary, as soon as reasonably practicable.
Payment Terms and Cancellation
21. In its absolute discretion, Intermax may require:
(a). full pre-payment of an Order, without any deduction or set off; or
(b). payment of forty percent (40%) of the total value of an Order as a deposit (“Deposit”),
prior to an order being processed and fulfilled.
22. Intermax may require payments to be made in stages in relation to the performance of an agreed Scope of
23. At its absolute discretion, Intermax may offer you a credit account. The terms and conditions of credit payment
terms will be contained in a credit application which will be provided to you together with a Quotation. To be
eligible for credit you must complete, sign and return a Credit Application to Intermax prior to submitting a
24. Intermax may vary or revoke any offer of credit at any time. If an offer of credit is altered or revoked, Intermax
may, at its sole discretion, cancel or change the payment terms of existing undelivered orders prior to their
25. If an offer of credit is made, payment terms are thirty (30) days from date of invoice, unless agreed otherwise
by Intermax in writing. By placing an order on credit, you accept the Intermax credit terms.
Scopes of Work requiring a Deposit or Prepayment
26. Unless otherwise agreed between the parties in writing, any Scope of Works requiring pre-payment or a deposit
for which payment is not received and cleared in Intermax’s bank account within 14 (fourteen) days from the
date of the Purchase Order is received by Intermax will be cancelled.
27. For the avoidance of any doubt, no stock will be ordered, and no work will commence, until any required pre-
payment or deposit is received and cleared pursuant to clause 26.
28. Unless otherwise agreed between the parties in writing, full payment of an Intermax Invoice is required upon
delivery of the Goods or completion of provision of the Services.
29. Where the terms of payment are COD, Intermax may require authorised MasterCard, Visa or AMEX payment
details to be provided to it prior to commencing the Scope of Works.
Other payment obligations and acknowledgements
(a). Intermax has commenced the Scope of Works, and
(b). you change your mind and wish to request cancellation of the Scope of Works,
(c). you must immediately send an email to firstname.lastname@example.org clearly detailing the order(s) to be
(d). Intermax reserves the right to charge a fifteen (15%) restocking fee for Goods specially ordered pursuant
to your Order;
(e). Intermax reserves the right to retain any pre payments or otherwise charge (as applicable) for work done
and all costs incurred up to the date of cancellation.
31. Orders for customised, modified or bespoke products cannot be cancelled once customisations, modifications
or changes have been made. Any pre-payments or deposits received by Intermax for customised Goods are
32. Intermax does not accept any reduction, part payments or offsets by you of any amount payable pursuant to an
Invoice, unless otherwise agreed by Intermax writing.
33. Time for payment is of the essence.
34. Receipts for payment of an Invoice will only be issued upon request.
35. Intermax will not be liable for any loss or damage suffered by you or any third party arising out of your failure to
make timely payment for the Goods and / or Services.
36. Payment terms may be revoked or amended by Intermax upon reasonable prior written notice to you.
37. If a Default Event occurs, then all money which would become due becomes immediately due and payable to
Intermax without further notice to you and Intermax may, without prejudice to any other remedy available to it,
to the maximum extent permitted by law and without any liability:
(a). cease or suspend the delivery of any Goods or provision of the Services until such time as all outstanding
payments are received by Intermax, without any deduction or set off;
(b). enter into any location and take possession of any Goods supplied or delivered by Intermax at that are
not paid for by you;
(c). charge you interest in the amount of 5% per month or part thereof on any sum due for the period from the
due date until the date of payment in full;
(d). charge you for, and you agree to indemnify Intermax against, all costs and expenses (including without
limitation all legal costs and expenses on a full indemnity basis) incurred by Intermax resulting from the
default and in taking any action to enforce compliance with these Terms; and
(e). by written notice to you, terminate any contract with you to which the outstanding payment relates.
Exclusions & Variations
38. A Quotation may list a scope of Works and Exclusions at the absolute discretion of Intermax.
39. Unless otherwise specified in writing in a Quotation, Intermax does not:
(a). work in restricted areas;
(b). use hot works (welding); or
(c). use any 240 volt plugged-in tools.
40. If you request a variation to a scope of Works (Variation) in respect of which you have already received a
Quotation or Invoice:
(a). Intermax will issue you with a separate or amended Quotation for that Variation which you must accept in
writing. If you do not accept the terms of a further quotation for the Variation in writing, but continue to
provide Intermax with instructions in regard to that quotation for the Variation, you will be deemed to have
accepted that further Quotation, including liability for any additional charges arising from the Variation
pursuant to the Quotation and these Terms;
(b). Unless otherwise agreed between the parties in writing, Intermax will not commence the scope of works
in respect of the Variation until it receives a further Purchase Order from you for that Variation.
41. Intermax may issue you with a new Invoice for the Variation only, which may result in an increase in the total
price for the Scope of Works to account for the Variation which you agree to pay in full when invoiced in relation
to or incorporating Variation is issued to you.
42. Invoices for Variations must be paid for pursuant to these Terms and any other additional terms contained in
43. You shall indemnify Intermax against, any costs, losses or liability arising from your failure to accept the scope
of any Variation in writing, where such failure prevents Intermax from proceeding with the Works or causes any
delay in the provision of the Scope of Works.
Contact between you and Intermax
44. Intermax’s usual working hours are from 9am to 5pm Monday to Friday.
45. You can contact Intermax via phone on 1300 468 629 or via email@example.com unless you have a direct
contact with a Intermax representative, in which case you may contact that Intermax representative.
46. If you contact any representative of Intermax via phone, Intermax may confirm your instructions via email and
request you to confirm your instructions in writing.
47. The Scope of Works will be performed at, and the Goods supplied to the address specified in the Purchase
Order, unless otherwise agreed between the parties in writing.
Duration of Works
48. Any verbal or written projected duration or delivery date for the installation of the Goods and / or provision of
the Services (Duration) given by Intermax is an estimate only.
49. To the maximum extent permitted by law, where the estimate provided for the Duration of the Works is
impacted or otherwise affected by unforeseen circumstances which are outside Intermax’s control, then
Intermax will not be liable to you. This includes, but is not limited to where:
(a). Intermax cannot commence or progress the Scope of Works due to the need for other services providers
to complete their works first; and
(b). safety concerns at the Site, including the availability of certain machinery or equipment or the need to
complete certain parts of the Scope of Works after / before usual business hours;
50. Where you require Intermax to attend the Site on an urgent or emergency basis outside of the ordinary course
of the performance of the Scope of Works, Intermax reserves the right to charge a fee (Urgency Fee). The
calculation of the Urgency Fee may take into consideration various factors, including but not limited to, the
nature of the relevant Scope of Works, the travel requirements and required expertise. The Urgency Fee must
be paid in full upon the provision of an Invoice to you, without any deduction or set-off.
Acknowledgements and obligations
51. You are solely responsible for ensuring:
(a). the accuracy of any contact information you provide to Intermax;
(b). the accuracy, reliability and completeness of any specifications and requirements in respect of the Goods
and Services that you provide to Intermax; and
(c). providing all necessary information relating to the Goods and Services upon Intermax’s request and within
a reasonable time.
52. Intermax will not be held responsible for, and you indemnify Intermax against, any delays or deficiencies in the
Goods and Services where you provide Intermax with incorrect, inaccurate or incomplete instructions or where
you unreasonably delay in providing such instructions.
53. If Intermax cannot progress or complete its scope of the Services due to incorrect, inaccurate or incomplete
instructions provided by you, or an unreasonable delay in receiving your instructions, Intermax reserves the
(a). negotiate an extension to the Duration; or
(b). provide you with a new Quotation for the entire scope of works or a variation to an existing scope of
(c). vary the costs itemised in the Quotation provided to you and accepted by you;
(d). discontinue the provision of Goods and / or Services; or
(e). issue an Invoice for an amount equivalent to the value of works that have commenced and / or have been
completed in accordance with these Terms;
at Intermax’s absolute discretion.
54. You must:
(a). make the Site available for unobstructed access by Intermax by the Anticipated Installation Date to enable
delivery of the Goods and / or provision of the Services;
(b). be responsible for providing clean, safe and proper access to and at the Site;
(c). ensure that Intermax has all necessary materials, facilities, services and adequate assistance necessary
for performance of the Scope of Works at the Site;
(d). ensure that your computer network is capable to meet the installation and operating requirements
specified by Intermax prior to installation or the performance of the Scope of Works.
Delivery of Goods and provision of Services on Site
Delivery of Goods only
55. You may order Goods from Intermax and install them on Site without Intermax’s assistance. In these
(a). Intermax does not provide any installation or configuration instructions other than those provided by the
manufacturer of the Goods; and
(b). if you request any pre-configurations or installation services after placing your Order or receiving the
Goods, Intermax reserves the right to charge a fee for service and issue you with a new Quotation.
Delivery of Goods and provision of Services
56. You and Intermax will agree on a time that is mutually convenient for the delivery of Goods or the provision of
Services at the Site.
57. If the Site is not ready by the Anticipated Installation Date you will be deemed to have taken delivery of the
goods from the Anticipated Installation Date. You will be liable for reasonable storage charges payable weekly
on demand until the Goods are able to be delivered by Intermax.
Collection of Goods from Intermax’s Premises
58. You may only collect Goods from the Premises with Intermax’s written consent.
59. The Goods must be paid for in full prior to collection. to clause 60. For the avoidance of any doubt, unless
otherwise agreed between the parties in writing, cleared funds must be received by Intermax prior to collection.
60. Collection of the Goods from the Premises must take place within seven (7) days of notification that the Goods
are ready. Uncollected Goods will be deemed to have been delivered to you from such date and you may be
liable for storage charges payable weekly on demand until the Goods are collected by you.
General terms of delivery
61. Intermax will arrange for the delivery of the Goods to you, at your cost, and delivery of the Goods will be
deemed to have occurred at the point of unloading the goods at the Site.
62. You indemnify Intermax against any loss or damage suffered by Intermax, its sub-contractors or employees due
to delayed or frustrated delivery, except if caused by Intermax’s negligence.
63. Intermax does not accept any liability in respect of any delays to delivery caused by circumstances outside
Intermax’s control. Intermax will use all reasonable endeavours to advise you of any such delays within a
reasonable time of becoming aware of them. You indemnify Intermax against any costs incurred by Intermax
arising from delivery delays caused by you, your agents or representatives.
Software development and implementation
64. You must supply and maintain all necessary infrastructure, hardware and virus protection software compatible
with the Goods.
65. You acknowledge that to provide the Services, Intermax may need to remotely interrogate and inspect your
server and agree to grant Intermax remote access to the server if required.
66. If the Services contain the development of any customised software (Software), you agree to actively
participate in the development and implementation of the Software. You acknowledge and understand that,
depending on the nature of the Software required by you, this may become a protracted process which may
require you to provide Intermax with reasonable access to specialised persons within your organisation to
facilitate its successful implementation.
67. After provision of the Services, Intermax retains a confidential copy of the Software it provides to you only as a
backup and for internal auding purposes.
68. Intermax may temporarily hold your data in managed corporate servers until it is retrieved by you and deleted
or you notify Intermax in writing that you do not require any data storage and you authorise Intermax to delete
69. For the avoidance of any doubt, other than as expressly provided in these Terms, Intermax does not copy or
retain any of your personal or internal information in the course of providing the Scope of Works, including the
implementation of the Software.
Intermax Software License
70. Your use of the Software is subject to a licence granted by Intermax to you (Licence). For the avoidance of any
doubt, the Licence is not relevant to any software developed by a third party and resold by Intermax to you.
71. The Licence provides you with a non-exclusive, revocable, non-transferable “right to use” the Software.
72. At all times, the Software is the exclusive property of Intermax, including but not limited to the machine code,
human-readable code and any supplied documentation.
73. Intermax will provide you with a separate Licence for hardware or software supplied by Intermax, as applicable
and as outlined in a Scope of Works or Quotation, which and cannot be assigned or transferred without the
prior express written consent of Intermax.
74. If the hardware associated with the Licence is sold, you undertake to ensure that the Software is removed
before the hardware ownership is transferred. You unconditionally indemnify Intermax in respect of any losses,
costs and damages arising from your failure to comply with this clause.
75. You acknowledge and agree that you, your employees and agents will not copy, modify, reverse-engineer or
dismantle the Software without the prior written consent of Intermax. You unconditionally indemnify Intermax in
respect of any losses, costs and damages arising from your failure to comply with this clause.
76. Intermax provides the manufacturer’s warranty against defects for a period of:
(a). three (3) months for cables and batteries; and
(b). twelve (12) months for other electronic devices,
from delivery or installation, whichever is earlier.
77. It is incumbent upon you to thoroughly test the Software upon delivery to ensure any defects are identified. You
acknowledge and agree that the Software will only be considered to have a defect if it can demonstrably be
shown to not operate in accordance with the documented specifications. If the Software operates in
accordance with the documented specifications, any changes required by you to enhance or alter the
functionality of the Software will result in additional costs being charged to you.
78. To the maximum extent permitted by law, Intermax does not accept any liability for any losses, costs, actions,
expenses or damages (whether direct, incorrect or consequential) arising as a result of use, inability to correctly
or comprehensively use the Software. This includes, but is not limited to, loss of data, reduced productivity or
79. Unless agreed between the parties in writing, support services in relation to the use and optimisation of the
Software is not included in a Quotation. Intermax may provide remote or on site support to you pursuant to a
Quotation for these services.
Software Compatibility and Testing
80. Unless otherwise agreed between the parties in writing, Intermax cannot guarantee that the Software is
compatible with all possible combinations of hardware and software existing on the Site. This may relate to, but
is not necessarily limited to:
(a). operating systems (e.g. compatibility with a certain OS does not guarantee compatibility with prior or
(b). transfer utilities (e.g. compatibility with one transfer utility does not guarantee compatibility with all others),
(c). hardware (e.g. compatibility with one device does not guarantee compatibility with devices the supersede
81. You acknowledge and agree that if compatibility with existing hardware or software is required, you are solely
responsible for communicating this to Intermax. For the avoidance of any doubt, unless agreed in writing prior
to installation pursuant to clause 81, Intermax does not guarantee absolute compatibility.
82. The Software is thoroughly tested to the agreed specification and requirements advised by you to Intermax.
Any functionality or operation outside of the agreed specification that has not been tested for by Intermax
cannnot be guaranteed.
83. Test methodology and documentation (plans, procedures, processes, results) form part of Intermax’s
Intellectual Property and will not be provided to you unless specified and agreed to by Intermax in advance.
Servicing And Maintenance
84. If an existing Scope of Works includes an appropriate servicing and maintenance schedule, Intermax will
provide service and maintenance work in accordance with a Quotation or Service Contract. For the avoidance
of any doubt, Intermax reserves the right to change or update a Service Contract if it is no longer applicable to
you or your business.
85. If an existing Quotation does not include a servicing and maintenance schedule, any servicing and
maintenance required by you:
(a). will be provided in accordance with Intermax’s usual service and maintenance charges advised to you in a
(b). will only provided after you issue a Purchase Order to Intermax; and
(c). you acknowledge that those services may be subject to Intermax availability depending pre-existing
service and maintenance obligations to other clients.
86. Where a Scope of Work includes any servicing and the Goods must be returned to the Premises to be
serviced, you agree to comply with the requirements in clause 137.
87. Unless otherwise agreed in writing, all service and maintenance work will be carried out during normal business
hours. If you require service and maintenance work to be carried out after hours, on weekends or public
holidays, additional costs will be incurred and are payable by you pursuant to these Terms.
88. You may arrange the provision of servicing and maintenance directly with an Intermax representative, unless
otherwise specified by Intermax in writing.
89. Intermax reserves the right to apply technical amendments to the Goods to enhance or maintain functionality.
90. Intermax may offer to provide onsite servicing and maintenance within the Melbourne metro area and other
areas upon request (Onsite Servicing).
91. Unless included in an existing Scope of Works, Intermax will issue you with a Quotation in respect of the Onsite
Servicing which you must accept in accordance with these Terms prior to Intermax attending on Site.
92. If the Quotation provides that Onsite Servicing will be provided on an hourly basis:
(a). you will be charged for each hour (or part thereof) spent on Site plus travel to and from site; and
(b). if an estimation is provided, Intermax will make all reasonable efforts to ensure that the duration estimated
is reasonable, however payment will be required for all time spent on site for Online Servicing.
93. If the Quotation provides that Onsite Servicing will be provided on the basis of a fixed fee:
(a). Intermax reserves the right to charge additional fees at its usual hourly rate where there the Scope of
Works becomes unreasonably protracted or otherwise delayed due to unforeseen circumstances not
anticipated when the Fixed Fee was provided;
(b). Intermax will advise you in advance before incurring any further costs; and
(c). if additional travel is required, Intermax reserves the right to charge additional hourly and mileage rates.
94. Intermax does not accept any liability in circumstances where it cancels or reschedules a booking for Onsite
95. If you cancel or reschedule a booking for Onsite Servicing with less than twenty four (24) hours’ notice,
Intermax reserves the right to charge a ten percent (10%) cancellation or rescheduling fee.
Interaction With Existing Systems / Infrastructure
96. When Goods or services supplied by Intermax depend upon existing systems or infrastructure for correct and
optimum operation, Intermax cannot be held responsible for poor performance or incorrect operation due to
defects in or limitations affecting these third party systems or infrastructure (Third Party Infrastructure). This
includes, but is not limited to: WiFi and other data networks, Internet connection, local and hosted server
software and mains power.
97. Upon request, Intermax can conduct testing, troubleshooting and rectification processes to ensure the Goods
and Services supplied by Intermax will perform at correctly and at their optimum when used with existing Third
Party Infrastructure (Testing). Intermax will charge in accordance with its usual fee schedule for the Testing, as
advised to you from time to time but in any case, in advance of incurring any costs in respect of the Testing.
98. Unless otherwise agreed between the parties in writing, the scope of the Testing will be limited to Goods and
Services supplied by Intermax. If the Testing determines that the Third Party Infrastructure requires amendment
or replacement, Intermax may offer you a further Quotation to provide you with additional services in this
99. Unless otherwise agreed between the parties in writing, Testing is not included in any Scope of Works unless
specified in the Quotation.
100. Intermax expressly disclaims any responsibility and you indemnify Intermax in respect of the poor
performance or incorrect operation of Goods and / or Services, including but not limited to the Software, if you:
(a). fail to implement any recommendations made by Intermax arising from the Testing;
(b). rely solely on your own internal testing or engage a third party to conduct any testing that is not approved
or authorised by Intermax; or
(c). make any changes to the Third Party Infrastructure after Intermax conducts the Testing.
(d). Intermax may choose to sub-contract any work contained in a Quotation or Invoice to a suitably
qualified and insured third party to complete the Works.
(e). Intermax will notify you if a party other than Intermax is attending on Site to progress or complete the
Scope of Works.
Information Collection & Privacy
101. You authorise Intermax to collect certain personal information from you, including but not limited to
your phone number, email and address (Private Information).
102. Intermax uses your Private Information to:
(a). contact you;
(b). generate Quotations and Invoices;
(c). bookkeeping and administrative tasks; and
(d). obtain favourable pricing from the manufacturer for any Goods where registration for a pricing concession
requires the provision of your Private Information (Pricing Concession).
103. You hereby authorise Intermax to use your Private Information to access a Pricing Concession on
104. Intermax shall have no liability whatsoever under these Terms or the Quotation to the extent that its
performance of the Scope of Works is delayed or prevented by circumstances beyond its reasonable control,
including but not limited to:
(a). import or export restrictions relating to materials required to perform the Works;
(b). industrial disputes, strikes, lockouts;
(c). act of God, explosion, flood, tempest or fire;
(d). act of terrorism, act of war, sabotage, insurrection, civil disobedience or requisition; or
(e). pandemic or public health emergency, a government or health directive, or governmental action.
Title and Risk
105. Until Intermax receives full payment in cleared funds for Goods supplied by it to you:
(a). title and property in the Goods remains vested in Intermax and does not pass to you, even if those Goods
have been incorporated into the Site or used in the Services; and
(b). where amounts are outstanding to Intermax for Goods and a demand for payment has not been fully met,
Intermax may without notice to you enter the and dismantle, detach and remove them (notwithstanding
that the Goods may have been attached to other Goods not the property of Intermax, where Intermax
deems it to be safe), and for this purpose you irrevocably licence Intermax to enter the Site and also
indemnify Intermax from and against all costs, claims, demands or actions by any party arising from such
106. Unless otherwise agreed in writing, the risk in the Goods and all insurance responsibility for theft,
damage or otherwise in respect of the Goods will pass upon the earlier of:
(a). the Goods being dispatched from Intermax Premises; and
(b). you or your agent, representative, employee or courier collecting the Goods from the Intermax Premises.
107. You assume all risk and liability for loss, damage or injury to persons or to your property or third
parties arising out of the use or possession of any of the Goods or Services performed by Intermax.
108. You ensure that you have suitable protection and insurance for the Goods and the Works from the
delivery of the Goods or commencement of the Services, whichever is earlier.
109. In addition to any rights Intermax may have under Chapter 4 of the PPSA, until payment of all and
any amounts owing by you. to Intermax are received:
(a). Intermax may give notice to you to return the Goods to Intermax. Upon receipt of such or upon such
notice being given, any right you may have had to obtain ownership or any other interest in the Goods will
(b). you will not encumber or charge the Goods or register any Security Interest or permit any other person to
register a Security Interest in the goods or grant or otherwise give any interest in the goods whilst the
goods remain the property of Intermax;
(c). if there is any inconsistency between Intermax rights under this clause and its rights under Chapter 4 of
the PPSA, this clause 110 prevails.
Personal Properties Securities Act
110. You acknowledge and agree that these Terms are accepted and adopted as a security agreement
between the parties. Unless otherwise stated, a term contained in these Terms that is defined in the PPSA (but
not otherwise defined in this Agreement) has the meaning given to it in the PPSA.
111. You acknowledge and agree that these Terms create and that Intermax has a Security Interest for
the purposes of the PPSA:
(a). in all Goods previously supplied by Intermax to you;
(b). in all Goods that will be supplied in the future by Intermax to you;
(c). over monies owing under all Intermax Invoices issued to you in relation to the performance of Works.
112. You acknowledge and agree that this Security Interest is registrable in the Personal Property
Securities Register and this Security Interest secures all moneys owing by you to Intermax under this
Agreement or otherwise.
113. You grant to Intermax, where and when applicable, a purchase money Security Interest (PMSI) to
the extent that it secures payment of the amounts owing in relation to the relevant goods in accordance with,
and to the extent prescribed by, section 14 of the PPSA.
114. You acknowledge and agree the Security Interest is a continuing and subsisting interest in the
goods with priority over any registered or unregistered general (or other) Security Interest and any unsecured
115. You acknowledge that the Security Interest over the Goods or their proceeds arising under PPS
Clauses is a PMSI under the PPSA to the extent that it secures payment of the amounts owing in relation to the
116. You will do everything reasonably required of you by Intermax to enable Intermax to register its
Security Interest with the priority Intermax requires and to maintain those registrations including:
(a). signing any documents and/or providing any information which Intermax may reasonably require to
register a financing statement or a financing change statement in relation to a Security Interest; or
(b). correcting a defect in a statement.
117. The Security Interests arising under the PPS Clauses will be perfected by Intermax prior to or when
you obtain possession of the Goods and the parties confirm they have not agreed that any Security Interest
arising under this clause attaches at any later time.
118. Intermax does not need to give you any notice under the PPSA (including notice of the financing
statement or verification statement) unless the notice is required by the PPSA and that requirement cannot be
119. If Chapter 4 of the PPSA would otherwise apply to the enforcement of the Security Interests created
under these Terms, the Buyer agrees that sections 95, 96, 120, 121(4), 123, 125, 128, 129, 130, 132(3)(d),
132(4), 134(1), 135, 142 and 143 of the PPSA will not apply to the enforcement of the Security Interest(s).
120. You agree not to disclose to an ‘Interested person’ (as defined in section 275(9) of the PPSA) or
any other person, any Information of the kind described in section 275(1) of the PPSA including the security
agreement between Intermax and you.
121. You agree to keep and maintain all Goods free of any charge, lien, or Security Interest except as
created under these Terms and not otherwise to deal with the goods in a way that will, or may, prejudice the
rights of Intermax under this Agreement or the PPSA.
122. You irrevocably grant to Intermax the right to enter any of your premises or property without notice,
and without being in any way liable to you or any other person, if Intermax has cause to exercise any of its
rights under the PPSA, and you agree to indemnify Intermax against any such liability.
123. You must notify Intermax immediately in writing if you change your name and address for service,
contact details or if there are any changes to data required to register a financing statement under the PPSA in
respect of these Terms.
124. You acknowledge that you have no proprietary right or interest in the Intellectual Property.
125. You must not register or record or attempt to register or record anywhere in the world the
Intellectual Property or any part thereof, or anything similar to it, or aid or abet anyone else to do so.
126. If Goods and Services are supplied in accordance with any particular drawings, designs,
specifications or instructions provided by you, then you agree to indemnify Intermax from and against any
losses, expenses, claims, demands or actions awarded against or incurred by Intermax in connection with any
third-party claim for infringement of any intellectual property rights.
Insurances and certifications
127. Upon written request from you Intermax will provide you with confirmation of
(a). its’ insurance in relation to attending site to install the Goods and provide the Services; and
(b). its’ licences and authorisations to operate any machinery, namely scissor lifts and cherry pickers.
Consumer Guarantees and Liability
128. Intermax acknowledges that where the Australian Consumer Law (ACL) applies, there are certain
consumer guarantees that apply to the Scope of Works, in particular:
(a). If there are any problems with the Goods or Services provided or performed by Intermax that are minor
and can be fixed, Intermax will determine how to rectify the problem at its cost; and
(b). If there are any problems with the Goods or Services performed by Intermax that are major and cannot be
rectified, then you can seek a refund pursuant to the ACL.
129. Nothing in the Terms is to be interpreted as excluding, restricting or modifying the application of any
State or Federal legislation applicable to the supply of services which cannot be so excluded, restricted or
130. To the maximum extent permitted by law, Intermax is not liable for, and you indemnify Intermax
(a). any indirect or consequential losses or expenses suffered by you or any third party, howsoever caused,
including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party;
(b). any loss or damage suffered by you or any third party where Intermax has failed to deliver Goods or
where Intermax delays the Services or suspends the Services.
Issues, Defects and Warranty claims
131. Except as specifically set out in these Terms or contained in any manufacturer’s warranty statement
(“Warranty”), any term, condition, guarantee or warranty in respect of the quality, merchantability, fitness for
purpose, condition, description, assembly, manufacture, design or performance of the Goods and / or Services,
whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded to the
maximum extent permitted by law.
132. You are responsible for reviewing the manufacturer documentation associated with any Goods and
Services, as applicable, to determine the nature and extent of any Warranty.
133. Replacement of the Goods or part of the Goods or resupply of the Services is the absolute limit of
Intermax’ liability howsoever arising under or in connection with the sale, use of, storage or any other dealings
with the Goods or Services to the maximum extent permitted by law.
134. To the maximum extent permitted by law, Intermax is not liable for:
(e). any indirect or consequential losses or expenses suffered by you or any third party, howsoever
caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other
(f).any loss or damage suffered by you or any third party where Intermax has failed to deliver Goods or
Services or fails to meet any delivery date or cancels or suspends the supply of Goods or Services;
(g). negligent handling, or defects due to lack of care, failure to act in accordance with any document
specifications, neglect or accident by you, or your assigned user or agent, including but not limited to
storage and handling of the Goods;
(h). personal injury, property damage, data loss, consequential or economic loss, however caused; or
(i). any costs, losses or inaccurate results arising from circumstances where the Goods or Services have been
used or subject to conditions other than as specified on the associated manufacturer documentation,
manuals or guidance documents or links contained in or associated with the Goods and Services.
135. Where Goods are found not to be defective or are not covered by an applicable Warranty, or where
a Warranty does not apply, any costs incurred by Intermax associated with inspection or assessment of the
Goods are payable by you on demand to Intermax, unless otherwise specified in any applicable law.
136. In respect of any Warranty claims, you must:
(j).Advise Intermax of the defect or issue as soon as practicable. and in any case within fourteen (14) days of
delivery of the Goods and / or provision of the Services;
(k). Provide a description of the defect or issue and any other contextual information requested by
(l). Undertake reasonable steps in accordance with any instructions from Intermax to attempt to remedy the
issue or defect or identify its cause;
(m). Use reasonable endeavours to return any Goods affected by the issue or defect to Intermax in as
new condition with original packaging (if they have not been installed by Intermax); and
(n). Follow Intermax’s instructions with respect to reporting the defect or issue and processing the
return of any Goods.
Return Materials Authorization
137. Unless otherwise agreed between the parties in writing, you need to obtain a return materials
authorisation number (RMA Number) in respect of Goods being returned to Intermax for service or repair
pursuant to a Warranty. You acknowledge that RMA Numbers and return addresses are essential to record
ownership and if you fail to obtain an RMA Number Intermax does not accept any liability for lost Goods,
delayed servicing or assessment of any Warranty claim.
138. RMA Numbers can be obtained from www.intermax.com.au.
139. The RMA Number and return address should be clearly marked on the packaging and all
paperwork accompanying the Goods.
140. Unless they require service or repair themselves, any accessories, batteries or detachable items
must be removed prior to any Goods being returned to Intermax for service or repair. Intermax will endeavour
to keep accessories, batteries or detachable items with Goods that have been returned for service or repair,
however this cannot be guaranteed and Intermax accepts no responsibility for lost, delayed or missing
141. Intermax may provide you with an estimate for return of any Goods subject to servicing, Warranty
assessment or repair, however this is an estimate only and cannot be relied upon by you.
142. Intermax may, on your behalf, arrange repair under the manufacturer’s Warranty, including any
extended warranty. This will require an Intermax RMA Number.
143. Provided that the claim is made within the relevant Warranty period and the Warranty applies, the
Goods will be returned to Intermax by you and all costs associated with the return of the Goods will be borne by
144. The cost of repaired or replaced Goods and all labour associated with same will be borne by
145. Where manufacturer’s warranty includes guaranteed turnaround time, this excludes handling time
146. The manufacturer’s Warranty may contain guaranteed turnaround times. To the maximum extent
permitted by law, Intermax accepts no responsibility in the event that turnaround times are not met. Intermax
will use all reasonable endeavours to facilitate the return of the Goods to the manufacturer and support you
through this process. You agree to provide all reasonable assistance, and provide all relevant information
requested by the manufacturer or Intermax on behalf of the manufacturer to progress the repair works.
147. Unless otherwise agreed between the parties in writing, Warranty repairs will return the goods in
the factory default configuration and does not include reloading of software, data and configuration.
148. Intermax can conduct repairs which are not covered by a Warranty repairs and/or arrange these
repairs directly with the manufacturer on your behalf (Non-Warranty Repairs).
149. Non-Warranty Repairs will charged in accordance with the Quotation issued to you
150. Where investigative work is required to determine the cost of repairs, payment for the investigative
work and associated administration and handling will be required regardless of whether you choose incur the
further costs of repairing the Goods or not.
No Fault Found Repairs
151. Goods sent for repair, whether covered by a Warranty or a Non-Warranty Repair which are deemed
to be “No Fault Found” will still be subject to a fee to cover administration, handling, freight and any charges
levied by the manufacturer.
152. To the maximum extent permitted by law, Intermax does not accept any liability for goods incorrectly
identified as “No Fault Found” by the manufacturer. To minimise the likelihood of Goods being identified “No
Fault Found” it is recommended that Goods returned for repair are thoroughly tested prior to return and faults
153. Acceptance of Goods returned for service or repair and the issue of a RMA Number does not
constitute a guarantee that the goods are repairable.
154. Goods returned for repair may be assessed as beyond economic repair or otherwise non-
repairable. Intermax will advise you of this assessment as soon as practicable and advise you of your rights under the ACL or otherwise.
155. Where goods are unrepairable, Intermax may offer you an equivalent replacement item. Intermax
cannot guarantee that an equivalent replacement will be available in all cases.
Return of Items Sent for Service or Repair
156. Where Goods are returned to Intermax and repaired pursuant to a Warranty, Intermax will arrange
for return of the Goods to you at its cost.
157. Where Goods are:
(a). returned to Intermax for and found not to be faulty or defective; or
(b). subject to Non-Warranty Repairs,
return freight for will be payable by you. Return freight must be arranged and paid (unless an offer of credit is in
palace) within sixty (60) days Intermax notifying you of the repair or service outcomes. After this period has
expired, Intermax may arrange disposal of the Goods and reserves the right to charge for costs incurred in
respect of that disposal or ongoing storage. Intermax accepts no responsibility for and you indemnify Intermax in respect of any losses, costs, expenses and damages (including direct, indirect and consequential) caused by
disposing of non-returned Goods pursuant to this clause.
158. If a dispute, controversy or claim arises out of, relates to or is connected with these Terms
(Dispute), then Intermax reserves the right to suspend works until the Dispute is Resolved.
159. The parties agree to act in good faith to try to settle the Dispute as follows:
(a). Within fourteen (14) days of the date the Dispute arises, persons with the requisite authority to bind each
party are to participate in a meeting in the interests of reaching a resolution that is mutually agreeable to
both parties; then
(b). If a resolution cannot be reached pursuant to clause 159(a), the either party can apply to settle the
dispute via mediation, with a mediator chosen by the parties to the dispute, and:
i. the parties to the dispute cannot agree on the identity of the mediator or the location and date and time
of the mediation, the parties will request the President for the time being of the Law Institute of Victoria
to nominate a mediator and the location and date and time of the mediation;
ii. the cost of the mediator and the mediation (apart from each party’s legal costs) will be borne equally
between the parties;
iii. the place of the mediation must be in Melbourne, Australia;
iv. any resolution reached at mediation will be binding on the parties subject to an appropriate deed of
settlement and release being signed.
(c). If the parties cannot resolve the Dispute pursuant to clause 159(b), the dispute shall be resolved by
arbitration in accordance with the ACICA Arbitration Rules and
i. the dispute will be arbitrated by a person agreed by the parties or, failing agreement, on the
nomination of an arbitrator within fourteen (14) days of the referral to arbitration, a barrister appointed
by the Chairperson of the Bar Council of Victoria (or his or her deputy) on the application of either
ii. the cost of the arbitrator and the arbitration (apart from each party’s own respective legal costs) will be
borne equally between the parties.
iii. the place of arbitration shall be Melbourne, Australia;
iv. to the maximum extent permitted by law, the decision of the arbitrator will be final and binding on the
v. each party will use all reasonable endeavours to ensure that the arbitrator is able to decide as soon as
is practical, including, but not limited to, providing the arbitrator with all information relevant to the
dispute in a timely manner.
160. The law of Victoria from time to time governs these Terms. The parties submit to the non-exclusive
jurisdiction of the courts of the Victoria.
161. Intermax can amend these terms by providing written notice to you on reasonable notice. Any
amendments to these Terms will apply to Quotations issued by Intermax and Purchase Orders placed by you
after the date of the notice.
162. Any typographical, clerical or other errors or omissions in any sales literature, Quotations, Invoices
or other documents issued by Intermax to you are subject to correction by Intermax by advance written notice
to you without liability.
163. You may not assign, transfer or otherwise deal with any of your rights and obligations pursuant to
these Terms without the prior written consent of Intermax, which consent shall not be unreasonably withheld.
164. A notice must be in writing and handed personally or sent by email or prepaid mail to the last known
address of the addressee:
(a). Notices sent by pre-paid post are deemed to be received upon posting; and
(b). Notices sent by email are deemed to be received upon the computer confirming such transmission.
165. These Terms, in conjunction with a Quotation, constitute the entire agreement of the parties in
respect of the subject matter of this these Terms, and they supersede all prior discussions, undertakings and
agreements unless otherwise agreed in writing by both parties.
166. Failure by Intermax to enforce any of these Terms shall not be construed as a waiver of any of
167. If any of the Terms are unenforceable it must be read down so as to be enforceable or, if it cannot
be so read down, the term must be severed from these Terms without affecting the enforceability of the
All preceding clauses in these Terms are Intermax’s standard terms and conditions of trade, which will not be
amended. Any special conditions relate to matters negotiated between the parties, which override the content of the
Terms to the extent of any inconsistency:
© INTERMAX PTY LTD – July 2022