Effective 19 July 2021


1.1 These Terms apply to the supply of all Goods and Services by Ensitech to a Customer from the date that the Customer accepts these Terms.

1.2 A Customer accepts these Terms when:
(a) it has notice of these Terms;
(b) it submits a Purchase Order or receives an Order Confirmation;
(c) it accepts delivery of, or any part of, the Goods and/or Services detailed in an Order Confirmation; or
(d) it makes a payment, or partial payment, for any Goods and/or Services supplied by Ensitech, whichever occurs first.

1.3 Unless otherwise expressly agreed in writing by Ensitech in an Order Confirmation, these Terms apply to the supply of all Goods and Services by Ensitech to the Customer and cannot be waived or altered.

1.4 Subject to clause

1.3, no standard terms or conditions of the Customer (including any printed on, or referred to in, a Purchase Order) shall apply.

1.5 These Terms and the terms of a relevant Order Confirmation together form the Agreement for the supply of relevant Goods and/or Services between Ensitech and the Customer.


2.1 For the purposes of section 47A of the Fair Trading Act 1987 (NSW), we disclose to consumers the substance and effect of certain terms of these Terms:

(a) clause 8.2 allows Ensitech to terminate the credit account or payment arrangements (as relevant) of the Customer at any time;

(b) clause 10 comprises the grant to Ensitech by the Customer of a Security Interest in the Goods supplied by Ensitech to the Customer, including Collateral, as security for all or part of the payment of any amount relating to the Goods in accordance with these Terms or otherwise;

(c) clause 11 comprises certain limitations and exclusions of Ensitech liabilities;

(d) clause 13 comprises an indemnity in favour of Ensitech for certain claims, liabilities, losses, expenses, damages and causes of action; and

(e) clause 14.4 requires that on termination the Customer must immediately pay any outstanding monies owed to Ensitech and Ensitech may cancel any outstanding Order Confirmations.


3.1 Ensitech may vary these Terms by providing the Customer with a copy of the new Terms or by posting them on the Ensitech website at www.ensitech.com.au. Such varied terms will apply to any Purchase Order or Order Confirmation from the date of notice by such means to the relevant Customer.


4.1 Unless otherwise agreed by Ensitech in writing:

(a) All prices for Goods and Services exclude GST.

(b) The Customer is responsible for paying the Purchase Price and the Additional Charges.

(c) The Customer is required to pay the cost of freight for the applicable shipment unless the Customer, has elected to use its own courier or the invoice value has complied with Ensitech’s Freight Guidelines for free freight which has been formally notified in writing.

(d) Ensitech may in writing allow the Customer other subsidies, discounts or rebates, from time to time, as notified in writing by Ensitech. Ensitech may withdraw any such arrangements in its sole discretion, subject to the terms of any applicable Dealer Agreement.

(e) All prices for Goods and Services which are quoted by Ensitech are valid for 30 days from the date of quotation unless otherwise stated in the quotation. A quotation is not binding upon Ensitech unless it is set out in an Order Confirmation.

(f) Subject to statutory rights which cannot be excluded, images and/or descriptions of Goods may differ in appearance from the actual goods. Images are for illustration purposes only and may include optional extras that are an additional cost.

(g) Although Ensitech seeks to ensure accuracy of information, Ensitech takes no responsibility for any errors and/or omission in any publication.

(h) Special, custom or bespoke orders require a 20% non-refundable deposit prior to any manufacturing taking place.


(a) Purchase Orders may be submitted to Ensitech by telephone, facsimile, email or (for Dealers) via the online Dealer Portal.

(b) Purchase Orders that are missing details will be held up in processing until all relevant information is obtained.

(c) An Order Confirmation issued by Ensitech is binding on Ensitech and the Customer.

(d) Neither Ensitech’s acknowledgement of a Purchase Order nor a failure to object to conflicting, contrary or other conditions listed in a Purchase Order will be deemed an acceptance of such conditions or a waiver of the provisions of these Terms or the Order Confirmation.

(e) Ensitech reserves the right to contract pursuant to part of a Purchase Order by notifying the Customer by way of Order Confirmation or by delivering or supplying such Goods or Services to the Customer.

(f) Ensitech will issue the Customer an Order Confirmation which includes the Purchase Price of and any Additional Charges (if then known) for the relevant Goods and/or Services.

(g) If there is an actual or apparent discrepancy between a Purchase Order and an Order Confirmation, the terms of the Order Confirmation shall prevail and are binding.


6.1 Ensitech is not obliged to cancel any Agreement for the supply of relevant Goods and/or Services between Ensitech and the Customer but upon the request of a Customer in writing Ensitech may do so in its absolute discretion and on such terms as it thinks fit, which may include a requirement of the Customer to pay a cancellation fee.


7.1 Ensitech endeavours to maintain inventory of most Goods. However, for larger orders, where a lead time for Goods not in stock is anticipated, the Customer will be notified in writing.

7.2 The Customer may elect to use its own courier/transportation if required. When choosing this alternative, the Customer shall enter into a contract for delivery services directly with that provider and insurance in respect of the delivery and transportation shall be the responsibility of the Customer. As this is a service choice of the Customer, the Customer shall be responsible for contacting the courier company and organising the Goods to be collected from Ensitech’s warehouse (as detailed in clause 7.5 below) in the manner and at a time and day specified by Ensitech. In some instances, the Customer will need to ensure that this choice is compliant with handling of dangerous goods (DG) obligations.

7.3 Before arranging a courier, Ensitech should be contacted for information regarding not only the availability of Goods to be collected but the expected time required for the relevant Goods concerning the Order Confirmation to be processed and packaged, which could be up to 48 hours. Ensitech takes no responsibility whatsoever for freight bills, errors and/or problems in shipping for deliveries using the Customer’s own courier or delivery service provider.

7.4 Delivery times quoted are estimates only. Time is not of the essence with respect to such matters. Although Ensitech shall use reasonable efforts to initiate shipment, to the extent lawful, it accepts no liability for a failure or delay in the delivery of Goods and/or Services. In some cases, the supply of Goods may be in split consignments at the discretion of Ensitech.

7.5 All risk concerning Goods passes at the point of delivery to the Customer, or collection of the Goods by the Customer’s courier or delivery service provider at Ensitech’s warehouse at 1/144 Old Bathurst Rd, Emu Plains, New South Wales 2750, Australia (whichever is earlier).

7.6 Customers are requested to lodge with Ensitech any claims for short delivery or non-received Goods in writing within 48 hours of the scheduled delivery time together with full particulars of the claim. The parties agree, subject to any statutory rights to the contrary, that this is a reasonable period for the Customer to have accepted Goods.

7.7 Where an order and/or delivery has been over supplied and/or duplicated, Ensitech reserves the right to retrieve the wrongly shipped items (title to which is retained by Ensitech) at its own expense.


8.1 Invoices are payable by the Customer on, or before, the due date stated in the Order Confirmation.

8.2 Ensitech reserves the right to terminate any credit account or payment arrangements at any time and any monies owing to Ensitech will then become immediately due and payable by the Customer.

8.3 If the Customer does not enjoy credit terms, then all Order Confirmations must be Pre-Paid. This requires payment in full, and whatever method is chosen, must be cleared by Ensitech’s bank, prior to dispatch or supply (as the case may be) of the relevant Goods and/or Services.

8.4 Special, custom and bespoke orders require a Pre-Paid 20% non-refundable deposit to be paid prior to any manufacturing of relevant Goods the subject of an Order Confirmation.

8.5 If a Customer’s account is overdue, Ensitech reserves the right to charge interest. The rate applicable will be the Australian Federal Government, General Interest Charge Rate (GIC) at the relevant time. This will be calculated on the basis set out in section 8AAD of the Taxation Administration Act 1953 (Cth) daily from the date immediately after the amount payable becomes overdue until the overdue balance has been settled in full (including accrued interest). If payments are considered in Ensitech’s view to be outside of payment terms on a basis or frequency considered unacceptable by it, the relevant Customer may be subject to a temporary or permanent loss of credit which could result in discontinuing any future business dealings.

8.6 Payments made by credit card are subject to a processing fee which will be notified in writing by Ensitech.


9.1 The provisions of this clause 9 are subject to the provisions of the PPSA and clause 10 (PPSA).

9.2 After delivery of the Goods, until full payment has been made to Ensitech, the Customer shall possess the Goods as bailee only.

9.3 Ensitech will retain absolute title over the Goods until: (a) Ensitech has received payment in full in respect of the Goods; or (b) the Goods are disposed of in the manner prescribed under clause 10.11.

9.4 Until full title in the Goods has passed to the Customer, the Customer will ensure that:

(a) any identifying plate, mark or packaging number on any of the Goods is not removed, defaced or obliterated; and

(b) the Goods are identifiable and distinguishable from any other goods that may be in your possession and as to each particular invoice of Goods.


10.1 Security Agreement: This clause 10 sets out the Security Agreement between the Customer (as grantor) and Ensitech (as secured party).

10.2 Creation of Security Interest: The Customer grants to Ensitech a security interest (Security Interest) in the Goods supplied by Ensitech to the Customer, including all related proceeds (Collateral), as security for all or part of the payment of any amount relating to the Goods in accordance with these Terms or otherwise. For the avoidance of doubt, this Security Interest is also a Purchase Money Security Interest in the Collateral.

10.3 Ranking: Subject to the priority rules set out in the PPSA, this Security Interest ranks in priority ahead of all other security interests in the Collateral.

10.4 Continuing obligation: This Security Interest is a continuing security and the Customer’s obligations under this Security Agreement continue until it has been validly and fully terminated.

10.5 Perfection: The Customer irrevocably gives Ensitech authority to register a financing statement for the Security Interest on the PPSR. This clause does not prevent Ensitech from perfecting this Security Interest by any other means in accordance with the PPSA.

10.6 Information: The Customer must provide Ensitech with any information required for Ensitech to register a financing statement or a financing change statement for this Security Interest on the PPSR.

10.7 Identification: Until this Security Interest has been extinguished, the Customer must ensure that, as far as is reasonably practicable:

(a) any identifying plate, mark or packaging number on any of the Collateral (including Goods) is not removed, defaced or obliterated; and

(b) the Collateral is identifiable and distinguishable from any other goods or products in your possession and as to each particular Invoice of Goods comprising the Collateral.

10.8 Accessions: The Customer acknowledges that this Security Interest continues to apply to Collateral that becomes an accession to other goods.

10.9 Remedies: Until this Security Interest in the Collateral has been extinguished, if the Customer suffers an Event of Default

10.10 Ensitech may as it sees fit and without notice to the Customer, seize, retain or redeem the Collateral, or seek any and all remedies provided under Chapter 4 of the PPSA or any other remedies provided at law or in equity, including those set out in clause 7.10.

10.11 Right of entry: In additional to any rights given to Ensitech under Chapter 4 of the PPSA, the Customer irrevocably:

(a) grants Ensitech the right to:

(b) demand the immediate return of the Goods to Ensitech;

(c) enter the Customer’s premises to search for and seize the Goods without notice or liability to the Customer;

(d) retain, sell or otherwise dispose of those Goods in any manner Ensitech sees fit; and

(e) indemnifies and keeps indemnified Ensitech against any claim (including in negligence) in respect of any damage to your property or the premises the Customer occupied or any consequential loss caused by another party arising relating to searching for and seizing any Goods in accordance with this clause 10.11.

10.12 Permitted use and sale: The Customer may only sell or deal with any of the Collateral (including accessions) in respect of which full payment has not been received if:

(a) Ensitech has not exercised a remedy under this Security Agreement;

(b) the proposed transaction is a bona fide transaction to a third party at market value conducted in the ordinary course of the Customer’s business;

(c) the proposed transaction does not create a security interest in the Collateral that ranks above this Security Interest;

(d) all proceeds of the proposed transaction is:

(e) immediately paid to Ensitech; or

(f) held on trust for Ensitech in a separate account, payable on demand; and

(g) unless otherwise obligated by law, the Customer shall not disclose to a third party that the proposed transaction is subject to this Security Agreement or that the proceeds will be immediately paid to Ensitech or held on trust for Ensitech.

10.13 Costs: The Customer must pay all costs incurred by Ensitech (including costs on a solicitor-client basis and debt collector’s costs) arising out of this Security Agreement, including costs regarding:

(a) seizure, retention, redemption or any other remedy exercised pursuant to this Security Agreement; and

(b) the enforcement of Ensitech’s rights under this Security Agreement (including matters incidental to it).

10.14 Extinguishment: The Security Interest is extinguished only if all obligations under this Security Agreement have been satisfied.

10.15 Waiver: Sections 95, 118, 121(4), 125, 130, 132 and 135 of the PPSA shall not apply to the extent that they impose obligations on Ensitech.

10.16 Waiver of receipt of statements: The Customer irrevocably waives any right to receive from Ensitech a copy of any financing statement, financing change statement or verification statement that is registered, issued or received at any time regarding this Security Agreement.

10.17 Disclosure: The parties agree that neither party may disclose information that:

(a) can be requested under section 275(1) of the PPSA (subject to any exceptions that may apply under section 275(7) of the PPSA); or

(b) is protected against disclosure by a duty of confidence.

10.18 Acknowledgement: The Customer acknowledges due notice of this Security Agreement with acceptance of these Terms.


11.1 ACL exception: The exclusions and limitations in this clause 11 are subject to clause 12 (Statutory Rights).

11.2 Excluded rights: All express or implied representations, conditions, statutory guarantees, warranties and provisions (whether based on statute, common law or otherwise), relating to these Terms, that are not contained in it, are excluded to the fullest extent permitted by law

11.3 Limitations: No warranty is given and Ensitech will not be liable for:

in the case of Goods

(a) alterations to Goods for which it is not responsible;

(b) defects or depreciation caused by wear and tear, accidents, corrosion, dampness or other abnormal conditions or effects;

(c) damage or failure caused by unusual or nonrecommended use, misuse or application of the Goods; or

(d) loss caused by any factors beyond our control; and in the case of Services

(e) interference for which Ensitech is not responsible;

(f) damage or loss caused by unusual or nonrecommended use of Services; or

(g) loss caused by any factors beyond Ensitech’s control.

11.4 Indirect loss: Ensitech will not be liable for any special, indirect, consequential or economic loss or damage or loss of profits (in contract or tort or arising from any other cause of action) suffered by a Customer or any other person resulting from any act or omission by Ensitech (including breach, termination or non-observance of the terms of an Order Confirmation or agreement which incorporates these Terms).

11.5 Total liability: Ensitech’s total liability for breach of these Terms or breach of its contractual obligations or duties at law or in equity (however arising) is limited at its option to:

in the case of Goods

(a) the replacement of the Goods or the supply of equivalent goods;

(b) the repair or rectification of the Goods;

(c) the payment of the cost of replacing the Goods or of acquiring equivalent goods; or

(d) the payment of the cost of the repair or rectification of the Goods; and in the case of Services

(e) the supply of the Services again; or

(f) the payment of the cost of having the Services supplied again.

11.6 No reliance: The Customer agrees that:

(a) it has and will make its own assessment of the fitness for purpose and suitability of any Goods or Services supplied to it;

(b) it does not and will not rely on Ensitech’s skill or judgment nor that of any person by whom any prior arrangements regarding the acquisition of any Goods or Services were or will be made; and

(c) it has not made nor will it make known to Ensitech or a manufacturer of goods (directly or indirectly) the particular purpose for which it acquires Goods or Services.

11.7 Third party work: If Ensitech obtains goods or services from a third party to carry out a Customer’s instructions or complete an Order Confirmation:

(a) to the extent lawful, Ensitech will not be liable for any breach of these Terms if that breach is as a result of or is connected with the supply by a third party of such goods or services;

(b) Ensitech acquires such goods or services as agent for the Customer, not as principal and (to the extent lawful) Ensitech will have no liability regarding the supply of these goods or services;

(c) any claim by the Customer regarding the supply of such goods or services must be made directly against that third party; and

(d) the Customer must pay for such goods or services from the third party plus the cost of or relevant fee for Ensitech performing such services as agent for the Customer (whether separately identified or not). The Customer does not require Ensitech to account to you for any commissions or benefits it may receive from such a third party supplier in connection with the supply of such goods or services to the Customer and the Customer authorises Ensitech to contract on behalf of the Customer as it thinks fit.

11.8 Ensitech gives no warranty in respect of any goods or services that are supplied or carried out or provided to the Customer by a third party even where forming part of an Order Confirmation. Any warranties or other rights will be governed by the terms of supply by that provider to the Customer and relevant laws.


12.1 Statutory rights: Certain statutory guarantees, warranties and rights may apply to the Customer‘s purchase of Goods and Services from Ensitech as provided by relevant laws but subject to these Terms as applicable and where permitted by relevant laws.

12.2 No restriction: Nothing in these Terms excludes, restricts or modifies any condition, warranty, statutory guarantee, right or remedy implied or imposed by common law, statute or regulation which cannot be lawfully excluded, restricted or modified.

12.3 Unfair contract: If section 23 of the ACL applies to any provisions in these Terms, any such provision(s) shall be void to the extent it is unfair within the meaning of section 24 of the ACL.


13.1 The Customer agrees to indemnify, keep indemnified, defend and hold harmless Ensitech, its directors, managers and employees (for whom this indemnity is held on trust by Ensitech) from and against any claims, liabilities, losses, expenses, damages and causes of action arising directly or indirectly as a result of or in connection with:

(a) a breach by the Customer of these Terms or any other agreement between the parties;

(b) any act or omission on the part of the Customer (if a Dealer) in distributing the Goods;

(c) any injury to, or loss of property of, or the death of any person caused by the negligence of the Customer or a person for whose acts the Customer is vicariously liable;

(d) any negligent or wilful act or omission of the Customer or a person for whose acts the Customer is vicariously liable; and

(e) any warranties, promises, claims or representations not authorised in writing by Ensitech (if made by a Customer who is a Dealer, or any employee, representative, or other person acting on such Dealer’s behalf).

13.2 These indemnities shall continue in full force and effect without limit in time.


14.1 Ensitech may terminate an Agreement (without prejudice to any other rights it may have) if a Customer breaches any provision of an Agreement which is not capable of remedy or (if capable of remedy) the breach has not been remedied to the reasonable satisfaction of Ensitech within 5 days of notice requiring remedy.

14.2 Ensitech may also terminate any or all Agreements by written notice if a Customer:

(a) becomes bankrupt, insolvent under administration or an externally administered body corporate (as defined in the Corporations Act 2001 (Cth);

(b) voluntarily abandons the operation of its business;

(c) is convicted of a serious offence under any law of the Commonwealth or State or Territory for which a person would be liable on first conviction to imprisonment for a period not less than 5 years;

(d) operates its business in a way that endangers public health and safety; or

(e) Ensitech reasonably considers that a dealing with the Customer harms or is reasonably likely to harm the reputation or goodwill of Ensitech.

14.3 The events contemplated by clauses 14.1 and 14.3 are Events of Default.

14.4 Upon termination, the Customer must immediately pay any outstanding monies owed to Ensitech and Ensitech may cancel any outstanding Order Confirmations.

14.5 Termination is without prejudice to any rights in respect of antecedent breach or continuing liabilities of the Customer.


15.1 The Customer shall not modify or alter Goods in any manner, nor remove, obscure, tamper, reverse engineer or otherwise interfere with, add to, any markings or indications of the goods and any trade or other marks of Ensitech.


16.1 Notwithstanding any other provision in these Terms, no default, delay or failure to perform (excepting an obligation of payment) on the part of either party will be considered a breach if such default, delay or failure to perform is due to a Force Majeure Event. Ensitech Trading Terms + Conditions (Australia) – Effective 19 July 2021 4

16.2 If a Force Majeure Event arises, the time for performance required of the party subject to the Force Majeure Event will be extended for any period during which performance is prevented by the Force Majeure Event.

16.3 Nothing in this clause 16 entitles a party to any relief from its obligations which are not affected by the Force Majeure Event.


17.1 These Terms do not create, constitute or represent a partnership or joint venture.

17.2 If a party suffers losses in connection with this Agreement for which the other party is liable (including under an indemnity), the party suffering the Losses must use reasonable endeavours to mitigate its loss.

17.3 Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That does not invalidate the remaining provisions nor affect the validity or enforceability of that provision in any other jurisdiction.

17.4 A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.


18.1 If a dispute arises between the parties:

(a) the complainant must advise the other party in writing as to the nature of the dispute, the outcome it seeks and any action required to settle the dispute;

(b) the parties must clearly communicate all background facts that led to the dispute, what action is required to resolve, determine a way to settle the dispute in a fair and reasonable way, identify if resolved, how the final outcome can enhance business relationships for the future, particularly identifying ways of avoiding such disputes in the future; and

(c) the parties must in good faith seek to resolve the dispute.

18.2 This clause does not prevent the issue of legal proceedings or the seeking of injunctive relief.


19.1 These Terms and the Agreement are governed by and construed in accordance with the laws of the State of New South Wales. 19.2 The U.N. Convention on Contracts for the International Sale of Goods does not apply.

20. DICTIONARY + INTERPRETATION Dictionary: In these Terms, unless otherwise provided, the following terms shall have their meaning as specified:

ACL means the Australian Consumer Law set out in the Consumer and Competition Act 2010 (Cth) as amended.

Additional Charges means all delivery and handling charges, stamp duty, government imposts, taxes,  levies, duties, international transaction fees, assessments and other charges in connection with the supply of Goods and/or Services that have been or will be incurred by Ensitech (directly or indirectly) with respect to the supply by it of Goods and Services to the Customer.

Agreement has the meaning given in clause 1.5.

Customer means any person or entity that becomes a customer of Ensitech by issuing or making a Purchaser Order to Ensitech or by agreeing (by conduct, oral or written means, notice or otherwise) to be bound by these Terms, including any related company, related party, officer or authorised person of the relevant person. This includes a Dealer.

Dealer means a person or entity that agrees to buy Goods and/or Services for its own business purposes and/or is authorised in writing by Ensitech to resell some or all of the Goods and/or Services supplied by Ensitech. These persons or entities are commonly referred to as a Pro Dealer, Dealer or Reseller and must have entered into a Dealer Agreement with Ensitech.

Dealer Agreement means an agreement in writing between a Dealer and Ensitech that specifies certain terms and conditions of the relationship.

Ensitech means Ensitech Pty Limited (ACN 144 914 401) of 1/144 Old Bathurst Road, Emu Plains, New South Wales 2750, Australia.

Force Majeure Event means a strike, lock-out or other labour dispute, riot, civil disturbance, action or inaction of a governmental authority, epidemic, war, computer downtime, failure of a relevant network (public and/or private) or IT infrastructure, connectivity issue; embargo, storm, flood, fire, earthquake, act of God or the public enemy, nuclear disaster, default of a carriage, retail or wholesale service provider or (without limitation) any other event which is not within the relevant party’s reasonable control.

Goods means goods supplied by Ensitech from time to time, including the TIG Brush® (see www.tigbrush.com).

Order Confirmation means a document issued by Ensitech by way of acceptance of a Purchase Order (or in the alternative, as the case may be, being the terms on which Ensitech agrees or offers to supply relevant Goods and/or Services to a Customer), which document may be issued in pdf form and sent to the Customer by email via the Ensitech Customer Service + Ordering System or by other means.

Purchase Money Security Interest has the meaning given in section 14 of the PPSA.

Pre-Paid means payment in full for all Goods and Services (as relevant) prior to delivery of the relevant Goods and Services.

PPSA means the Personal Property Securities Act 2009 (Cth) as amended, including any regulations made pursuant to it.

PPSR means the Personal Property Securities Register.

Purchase Order means a Purchase Order or other form of document or communication (however described) issued or made by the Customer to Ensitech (including, without limitation, by telephone, facsimile, email or in the future (for Dealers) via the online Dealer Portal, requesting the supply of Goods and/or Services by Ensitech.

Purchase Price means the relevant price or amount stated in the relevant Order Confirmation or if the Order Confirmation does not state such a price or amount then it means the Ensitech published list price at the date of the Order Confirmation, subject to any contrary and applicable terms in accordance with any relevant Dealer Agreement.

Services means services supplied by Ensitech from time to time.

Terms means the terms and conditions stated in this document.

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