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EMRT DIAGTECH TOOLS PTY LTD – TERMS & CONDITIONS

1. GENERAL
a. These Terms & Conditions govern the sale of goods by EMRT DiagTech Tools Pty Ltd (“the Seller”). By purchasing goods from the Seller, the Buyer agrees to be bound by these terms. EMRT DiagTech Tools Pty Ltd may also sometimes trade as 'AdBlue Delete' in relation to these goods.

b. Any conflicting terms presented by the Buyer are void unless expressly agreed to in writing by the Seller.

c. Any clause deemed illegal or unenforceable does not affect the validity of the remaining clauses.

d. Important Disclaimer: The Buyer acknowledges that the purchase of an emulator may void the vehicle original equipment manufacturers (OEM) warranty, including but not limited to the standard warranty on the engine, ECM, and aftertreatment components. The Seller accepts no liability for any warranty claims denied by the OEM due to the installation of an emulator. Emulators are intended for off-road use. The buyer acknowledges all risk by purchasing the product.
e. Definitions:

“Buyer” refers to any individual, entity, or representative placing an order.
“Goods” refer to products supplied by the Seller.
“Order” means any purchase request by the Buyer.
“Seller” refers to EMRT DiagTech Tools Pty Ltd.

2. PRICE & PAYMENT TERMS

a. Prices are subject to change without notice. The applicable price is the one in effect at the time of dispatch.

b. Prices are exclusive of taxes, duties, or import fees, which remain the Buyer’s responsibility.

c. All payments must be made in Australian dollars.

d. Payment is due at the time of order placement. However, if agreed in writing, payment may be made within 15 days from the order placement date.

e. Late payments may result in:

i. Loss of discounts and recalculation at retail rates.
ii. Interest charges of 18% per annum, calculated daily.
iii. Suspension or cancellation of outstanding orders.
iv. Legal costs for debt collection being charged to the Buyer.

3. RETURN OF GOODS & CREDIT POLICY
a. Returns are only accepted with prior written approval from the Seller.
b. Requests must be submitted within 10 days of supply.
c. Returned goods must be in original, unopened condition and packaging, and delivered at the Buyer’s expense. Original condition means the product is in a state that it can be resold as new. Electronic items that have been opened are non-returnable.
d. A restocking fee of up to 15% may apply at the Seller’s discretion.
e. Custom-ordered or special-procurement goods are non-refundable unless legally required (e.g., under Australian Consumer Law guarantees).
f. No credit shall be issued unless the Buyer receives a Goods Return Docket from the Seller.

4. WARRANTY, LIABILITY, AND CONSUMER GUARANTEES
4.1 Warranty Coverage
a. The Seller provides a 24-month warranty from the date of supply, covering manufacturing defects.
b. If a defect is found, the Buyer must notify the Seller in writing at sales@emrtdiagtech.com.au within the warranty period.
c. At its discretion, the Seller may:

Repair or replace the Goods.
Supply an equivalent replacement.
Refund the purchase price.

4.2 Warranty Exclusions
The warranty does not cover:

Damage due to misuse, improper installation, negligence, modification, or accident.
Claims related to manufacturer (OEM) warranty voidance due to emulator installation.
Loss of profits, downtime, or indirect/consequential damages from the use of the Goods.
Malfunctions arising from combining the Goods with third-party products.
Damage from improper storage, handling, or installation outside the Seller’s guidelines.

4.3 Consumer Guarantees
Consumer Guarantee Statement:
"Our Goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the Goods repaired or replaced if they fail to be of acceptable quality and the failure does not amount to a major failure."
4.4 Liability Limitation
a. The Buyer assumes all risk when using the Goods, including in off-road or non-standard applications.
b. The Seller is not liable for:

Third-party claims against the Buyer.
Damage caused by improper installation, use, or modification.
Financial losses due to vehicle downtime.

c. To the fullest extent permitted by law, the Seller’s liability is strictly limited to the remedies outlined in Clause 4.1(c).
4.5 Competition and Consumer Act 2010 (Cth) Exclusion
a. If the Buyer acquires the Goods for business purposes (and the Goods are not of a kind ordinarily acquired for personal, domestic, or household use or consumption), the provisions of the Competition and Consumer Act 2010 (Cth), including the consumer guarantees, may not apply to the extent permitted by law. (See Implementation Note 3 below)
b. The Buyer must include terms in its resale agreements that exclude the Competition and Consumer Act 2010 (Cth) where applicable and indemnify the Seller against any failure to do so.

5. SHORTAGES
The Seller's liability for shortages in the quantity of Goods supplied is limited to making up the shortages. No claim for shortages will be accepted unless the Buyer provides written notification within 7 days of delivery, giving the Seller reasonable opportunity to investigate the claim.

6. DAMAGE OR LOSS IN TRANSIT
Goods leaving the Seller’s premises (or Supplier Direct) are adequately packaged. Claims for damage or loss in transit must be made against the carrier in accordance with the prescribed procedure:
a. Before acknowledging receipt, the Buyer must ensure that the full consignment matches the carrier’s note.
b. If there is a shortage or visible damage to packaging, the Buyer must note this on the carrier’s delivery receipt.
c. Within 7 days of receipt, the Buyer must inspect all Goods for damage and ensure they are in good condition.
d. No claims for damage or loss will be considered beyond 7 days of receipt.
The Seller accepts no liability for Goods damaged or lost in transit; however, the Buyer should notify the Seller of any claims made against the carrier.

7. RETENTION OF TITLE, DELIVERY, RISK, AND PROPERTY (General)
a. Unless otherwise agreed in writing, Goods will be delivered to the Buyer’s nominated store, works, or pre-arranged delivery address. Delivery costs, if applicable, will be quoted separately.
b. The Seller may elect to deliver the Goods in instalments.
c. Risk in the Goods passes to the Buyer:

When the Goods reach the Buyer’s store, works, or delivery address; or
If delivered via a carrier arranged by the Seller or Buyer, when the Goods are handed to the carrier.

d. The Buyer is responsible for providing labour, equipment, and access for prompt offloading at its own cost.
e. Title to the Goods remains with the Seller until full payment for all Goods supplied is received. Until title passes, the Buyer must:

Store Goods separately to remain identifiable as the Seller's property;
Insure them against loss or damage;
Keep them free from encumbrances;
Hold them as a bailee for the Seller.

f. The Buyer grants the Seller an irrevocable license to enter any property where the Goods are stored to inspect or repossess unpaid Goods.
g. If the Buyer resells the Goods before title passes, they hold the proceeds of sale on trust for the Seller in a separate account, up to the amount owed.
h. The Seller may register a security interest in the Goods under the Personal Property Securities Act 2009 (Cth) (PPSA). The Buyer waives the right to receive notices under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), and 135 of the PPSA and agrees that sections 142 and 143 do not apply.
i. If the Buyer delays delivery acceptance beyond 14 days after notification that Goods are ready, the Seller may:

Charge reasonable storage, handling, and insurance costs, or
Cancel the order without liability.

j. Delivery deferrals require the Seller’s prior written consent.
k. Consignment stock disputes will be resolved via stocktake, with a detailed report provided. Discrepancies will be resolved based on the stocktake results and mutual agreement.
l. The buyer is responsible for proper installation of the goods. The seller is not responsible for damages caused by improper installation.
m. If the buyer is not present to receive the delivery, and the delivery must be redelivered, the buyer will be responsible for the redelivery costs.

8. DISPUTES
a. Disputes over part of an invoice do not affect the obligation to pay the undisputed amount by the due date.
b. Any dispute arising from this contract shall first be attempted to be resolved by negotiation between the parties.
c. If unresolved within 14 days, either party may refer the dispute to mediation administered by a recognized mediation body in NSW, with costs shared equally.
d. If mediation fails, the dispute shall be referred to arbitration under the Commercial Arbitration Act 2010 (NSW), conducted in NSW, Australia.

9. DEFAULT
a. The following events constitute an Insolvency Event regarding the Buyer:

Commission of an act of bankruptcy.
Entering liquidation (voluntary or otherwise).
Presentation of a petition for sequestration or winding up.
Deregistration (if a company).
Assignment of property for the benefit of creditors.
Appointment of a receiver, manager, administrator, or controller to any assets.
Failure to make any payment to the Seller by the due date.
Breach of any of these terms and conditions not remedied within 7 days of notice.

b. Upon an Insolvency Event, the Seller may, without prejudice to other rights:

Cease production or delivery of Goods.
Stop Goods in transit.
Suspend or terminate agreements and performance of obligations without liability.
Demand immediate payment of all outstanding amounts.
Enter premises to repossess unpaid Goods (whether title has passed or not).
Sell undelivered Goods elsewhere and claim any price difference from the Buyer.

10. CREDIT ASSESSMENT
a. If Goods are supplied on credit, the Buyer consents to the Seller obtaining credit reports and disclosing necessary information (including personal information under the Privacy Act 1988) to credit reporting agencies for assessment and account management.
b. The Seller may exchange Buyer credit information with other credit providers, debt collection agencies, or trade insurers as permitted by law.
c. Disclosed information may include identity details, credit limits, payment history (including overdue payments, dishonoured payments), and advice about ceased supply.
d. The Seller may use credit information obtained to assess credit applications, manage accounts, and collect overdue payments.
e. The Seller reserves the right to refuse, suspend, or adjust credit facilities at its discretion based on ongoing credit assessment.

11. PRIVACY
a. The Buyer agrees that the Seller may collect, use, and disclose personal information as outlined in our Privacy Policy, primarily for:

Assessing creditworthiness and managing credit accounts.
Processing orders, providing Goods and services, and managing the Buyer's account.
Communicating with the Buyer about Goods, services, and promotions.
Enforcing its rights under these terms and complying with legal obligations.

b. To access or correct personal information held by the Seller, contact the Seller's privacy officer at support@emrtdiagtech.com.au.
c. The Seller will handle personal information in accordance with applicable privacy laws. The full Privacy Policy is available on the Seller's website: www.emrtdiagtech.com.au.

12. ERRORS OR OMISSIONS
Clerical errors or omissions in quotations, acknowledgments, invoices, or other documents issued by the Seller are subject to correction without liability. Claims regarding incorrect pricing on an invoice must be made within 3 months of the invoice date; otherwise, the Seller reserves the right to refuse the claim.

13. FORCE MAJEURE
The Seller is not liable for any failure or delay in performing its obligations due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, lockouts, industrial disputes, government actions or regulations, import/export restrictions, pandemics, epidemics, fire, flood, natural disasters, material shortages, transport delays, or failures of suppliers or subcontractors.

14. COMPLIANCE WITH REGULATIONS
The Buyer is solely responsible for obtaining all necessary permits, licenses, and approvals, and for complying with all applicable laws, regulations, and standards regarding the installation, use, and operation of the Goods.

15. PROPER LAW
This contract and these Terms & Conditions are governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of New South Wales and relevant federal courts.

16. CHANGE OF LEGAL ENTITY
The Buyer must notify the Seller in writing within seven (7) days of any change in its legal entity, ownership, or structure. If required by the Seller, the Buyer must complete a new Credit Application form. Failure to notify may result in the previous entity and its guarantors (if any) remaining liable for all debts incurred by the new entity until a new application is approved.

17. CHANGES TO TERMS AND CONDITIONS
a. The Seller reserves the right to amend these Terms & Conditions by providing seven (7) days’ written notice to the Buyer. The amended terms will apply to orders placed after the notice period.
b. The Seller reserves the right, at its absolute discretion, to:

Vary the Buyer's credit limit, suspend credit, or close the account at any time.
Refuse or adjust credit supply periodically without prior notice.
Refuse any order placed by the Buyer.