Terms and Conditions

Welcome to Universal Gaskets. These terms govern the supply of gaskets, sheet materials and related services by Universal Gaskets Pty Ltd (ABN 95 000 543 653) (“Universal Gaskets”, “we”, “our”, “us”) to our customers (“you”, the “Customer”).

In these terms:

• Australian Consumer Law or ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth).
• ACL Consumer means a person who acquires goods or services as a consumer within section 3 of the ACL. A Customer can be an ACL Consumer even if it is a business or provides an ABN.
• Business Day means a day other than a Saturday, Sunday or public holiday in Sydney, New South Wales.
• Contract has the meaning given in clause 10.4.
• Contractual Delivery has the meaning given in clause 6.3.
• Non-Excludable Rights means any guarantee, right, remedy or liability under the ACL or another law that cannot lawfully be excluded, restricted or modified by agreement.
• Physical Receipt has the meaning given in clause 6.4.

Every provision of these terms is subject to the Non-Excludable Rights. Nothing in these terms excludes, restricts or modifies a Non-Excludable Right.

1. Quotation Validity

1.1 A quotation is valid for the period stated in it. If no period is stated, it is valid for 30 calendar days from its date of issue. A quotation may state a different validity period for the quotation as a whole or for an identified item, material or price component, and that stated period governs the identified scope.

1.2 Prices are in Australian dollars and exclude GST unless the quotation expressly states otherwise.

1.3 A quotation is an invitation for the Customer to place an order and does not bind Universal Gaskets until the order is accepted under clause 10. During its stated validity period, Universal Gaskets will not change the quoted price or scope except under clauses 1.4 or 1.5. Before receiving the Customer’s order, Universal Gaskets may withdraw the quotation by written notice if it reasonably cannot proceed, including because of material unavailability, a legal or sanctions restriction, an adverse credit decision or a manifest capacity error. A later quotation clearly issued for the same scope supersedes an earlier unaccepted quotation.

1.4 Once the Contract is formed, the accepted price is fixed except for:

(a) an agreed order change under clause 11;

(b) an actual freight adjustment under clause 2;

(c) GST or another government tax, duty or charge that the accepted quotation expressly permits to be passed through and that is imposed or changed after the quotation date; or

(d) a price-adjustment mechanism expressly stated in the accepted quotation. Any such mechanism must identify the affected item or input and the adjustment trigger or method. If it permits an increase before Universal Gaskets commits the affected material or work, Universal Gaskets must notify the Customer first and allow the Customer to accept the revised price or cancel the affected scope without penalty. Universal Gaskets must refund any prepayment for cancelled work or material that has not been supplied or irrevocably committed.

1.5 If a manifest pricing, quantity or specification error is discovered, Universal Gaskets must notify the Customer promptly. Before Contract formation, Universal Gaskets may issue a corrected quotation. After Contract formation, Universal Gaskets must not commit affected work or material after discovering the error; the parties may agree a correction, but if they do not, either party may cancel only the affected scope. Universal Gaskets must refund any prepayment for cancelled work or material that has not been supplied or irrevocably committed.

2. Freight

2.1 Goods are supplied on the EXW basis stated in clause 6 unless the accepted quotation expressly states another delivery rule. Freight is not included unless it is expressly shown in the quotation.

2.2 If the Customer asks Universal Gaskets to arrange a carrier under clause 6.6, a quoted freight amount is an estimate. The Customer must pay or reimburse the actual third-party carrier cost, including any carrier-imposed fuel, security, regional, residential, tail-lift, waiting-time, redelivery or dangerous-goods surcharge, requested transit insurance and applicable GST.

2.3 Universal Gaskets may charge an internal freight handling or coordination fee only if it is separately identified before the carriage is arranged. Universal Gaskets must provide reasonable evidence of an actual freight adjustment on request.

3. Payment Terms

3.1 For an approved account Customer, payment is due at the end of the month following the month of invoice (EOM+1), unless otherwise agreed in writing. Where credit has not been approved, Universal Gaskets may require pro-forma payment or payment before collection.

3.2 Universal Gaskets may issue its invoice when Contractual Delivery occurs under clause 6.3, whether or not the Customer has collected or otherwise physically received the goods.

3.3 If an undisputed amount is overdue, Universal Gaskets may:

(a) charge interest from the due date until payment at the lesser of 1.5% per month and the maximum rate permitted by law, calculated daily and capitalised monthly;

(b) recover reasonable external collection and legal costs actually incurred in recovering that amount;

(c) after written notice and any applicable cure period under clause 19.2, suspend further procurement, manufacture or delivery to the extent reasonably necessary while a material payment default continues; and

(d) unless the Customer gives a different written allocation when paying, apply payments first to reasonable collection costs, then accrued interest and then the oldest outstanding principal.

3.4 The Customer must notify Universal Gaskets promptly of a genuine invoice dispute, identify the disputed amount and give reasonable supporting details. The Customer must pay every undisputed amount when due.

3.5 Universal Gaskets may reasonably review, reduce or withdraw credit, or require pro-forma payment or reasonable security for unperformed supply, if the Customer materially defaults under the Contract or objective information reasonably indicates a material deterioration in its creditworthiness. Universal Gaskets must give written notice of the decision and its basis. This clause does not retrospectively accelerate an amount that is not yet due.

4. Product Specifications and Manufacturing Tolerances

4.1 The Accepted Product Specification for an order is the Customer drawing or specification, or the Universal Gaskets controlled production record, identified directly or through an unambiguous product or part number in the accepted quotation, order acknowledgement or approval under clause 7. It includes the applicable document or file identifier and revision and the dimensions, material, tolerances and other objectively measurable manufacturing acceptance criteria incorporated in that controlled record. The quotation does not need to reproduce every controlled technical field if it unambiguously identifies the applicable product or record.

4.2 An express tolerance in the Accepted Product Specification governs the relevant characteristic. This clause does not replace, widen or narrow an express tolerance.

4.3 Only where the Accepted Product Specification gives a nominal dimension or other controlled characteristic without an applicable tolerance, the following default applies to that otherwise undefined tolerance, to the extent the nominated standard covers the material, characteristic and manufacturing process:

(a) for soft or elastic materials, including rubber, silicone, foam and cork composites: DIN 7715-5 Class P2 (Medium); and

(b) for rigid materials, including metals, PTFE, PEEK, engineering plastics and rigid composites: ISO 2768-1 Class m (Medium).

4.4 If neither the Accepted Product Specification nor clause 4.3 supplies an applicable tolerance for a required characteristic, the parties must agree and record that tolerance before manufacture of the affected goods.

4.5 A tolerance different from the applicable default, whether tighter or looser, must be agreed in writing and recorded in the Accepted Product Specification before manufacture of the affected goods. The changed tolerance may affect price and lead time under clause 11.

4.6 No tolerance becomes part of the Contract merely because the Customer expected an unstated assembly, application, industry or historical tolerance. If supplied records conflict or are materially ambiguous, Universal Gaskets may place the affected work on hold while the parties identify and approve the controlling record.

4.7 This clause is subject to the Non-Excludable Rights.

5. Manufacturer’s Role and Customer Responsibility

5.1 Universal Gaskets manufactures and supplies goods to the dimensions, material designation, tolerances, drawings and other requirements in the Accepted Product Specification. Universal Gaskets does not provide professional engineering, system design, design verification, application approval, code-compliance certification or safety-assessment services.

5.2 Production drafting, digitisation, reverse-engineering, manufacturability feedback, product data and material information may be provided as manufacturing support. Those activities do not transfer design authority to Universal Gaskets and do not constitute professional engineering or verification that a product is suitable or safe for the Customer’s application.

5.3 The Customer is solely responsible for:

(a) identifying all service and operating conditions, including media and concentration, temperature, pressure, cycling, loading, movement, flame or fire exposure, flange and equipment condition, installation conditions and reasonably foreseeable abnormal conditions;

(b) determining and approving the design, dimensions, tolerances, material and performance criteria;

(c) independently verifying compatibility, safety, service life and compliance of the Customer’s design, application, installation and use with every applicable law, code and standard;

(d) obtaining advice from a suitably qualified engineer or other adviser where required; and

(e) correct storage, installation, commissioning, inspection, use and maintenance.

5.4 Universal Gaskets may, without a separate charge, provide general industry information, product data, possible material options or informal observations based solely on the information made available to it. That information is preliminary and assists the Customer’s own evaluation. It is not an engineering assessment, application approval, certification or representation that a material or product is suitable or safe for a particular purpose. The Customer must independently evaluate and approve the final selection.

5.5 Universal Gaskets is not engaged to determine final application suitability. The Customer must independently select, approve and record the final material, product and specification. A Customer-supplied operating condition, application target, website rating or reference value does not become a Universal Gaskets performance or suitability obligation merely because it appears in a quotation, order or acknowledgement. Only an objectively measurable product or manufacturing acceptance criterion expressly identified in the Accepted Product Specification or accepted quotation as a Universal Gaskets obligation forms part of the manufacturing scope. Universal Gaskets does not accept an in-service or system-performance undertaking unless it is expressly set out in a separate written scope signed by an authorised representative.

5.6 Universal Gaskets is not engaged to audit the Customer’s application, discover an undisclosed operating condition, reconstruct missing design intent or verify the Customer’s risk assessment. If Universal Gaskets raises a concern or identifies a possible alternative, the Customer must determine the response and issue or confirm the final specification in writing. Universal Gaskets may rely on that confirmation.

5.7 Universal Gaskets remains responsible for manufacturing the goods in accordance with the Accepted Product Specification, subject to its tolerances and these terms; performing an expressly agreed production-support service with due care and skill; and complying with mandatory obligations imposed directly on Universal Gaskets in relation to its manufacture or supply.

5.8 This clause is subject to the Non-Excludable Rights. It records the parties’ intended allocation of design and selection responsibility and the circumstances relevant to whether reliance on Universal Gaskets’ skill or judgement occurred or was reasonable; it does not purport to decide a statutory question contrary to law.

6. Lead Times, EXW Delivery, Risk and Title

6.1 A stated lead time or estimated goods-ready date is an estimate beginning when Universal Gaskets has received all required approvals and information and any deposit or advance payment expressly required for that order. Time is not of the essence unless an authorised representative expressly agrees otherwise in writing. Expedited manufacture may be available at additional cost. General turnaround options are described on our Lead Times & Priority Orders page, but that page does not vary the accepted quotation or Contract.

6.2 Unless an accepted quotation expressly identifies another delivery rule and named place, goods are supplied EXW Universal Gaskets, 13 Chicago Ave, Blacktown NSW 2148, Australia — Incoterms® 2020, supplemented by this clause.

6.3 EXW Goods Ready Notice, delivery and risk. For goods supplied EXW under clause 6.2, a Goods Ready Notice is written notice sent to the collection-notice email identified in the accepted quotation or order acknowledgement or, if none is identified, to the email address of the Customer contact who placed the order. It must identify the order, the goods, the collection point, reasonable collection hours and the date and time from which the goods are available. It is effective only when the completed goods have been packaged as agreed, separately identified to the order and physically placed at the Customer’s disposal at the collection point during those hours. At the later of that occurring and the Customer receiving, or being taken to have received under clause 22.5, the Goods Ready Notice:

(a) Contractual Delivery occurs and Universal Gaskets has performed its EXW delivery obligation;

(b) risk of loss of or damage to the goods passes to the Customer, notwithstanding that title may remain with Universal Gaskets; and

(c) Universal Gaskets may issue its invoice, payable under clause 3.

A Goods Ready Notice is not Customer acceptance, proof that the goods conform or a limitation of any Non-Excludable Right. If the accepted quotation identifies another delivery rule, Contractual Delivery and risk transfer occur at the point prescribed by that accepted rule, and Universal Gaskets may issue its invoice at that point unless the quotation expressly states a different invoicing milestone.

6.4 Physical Receipt occurs when the Customer itself collects the goods directly or, where carriage is used, when the goods reach the destination nominated by the Customer. Collection by a carrier at the collection point is not Physical Receipt for this clause. Physical Receipt, rather than Contractual Delivery, starts a period under clauses 12.3, 13.1 and 13.3 for inspection, voluntary return or notification of an apparent non-conformity. The latent-claim long-stop in clause 13.4 runs from Contractual Delivery.

6.5 For goods supplied EXW under clause 6.2, the Customer is responsible for selecting a suitable vehicle and for collecting, loading, securing, carrying and insuring the goods from Contractual Delivery. Universal Gaskets has no obligation to load a collecting vehicle under the EXW rule. If Universal Gaskets agrees to assist with loading at the Customer’s request, that assistance does not change the EXW delivery or risk point, but nothing in these terms excludes liability to the extent loss is caused by Universal Gaskets’ failure to exercise reasonable care or by a Non-Excludable Right.

6.6 For goods supplied EXW under clause 6.2, at the Customer’s request, Universal Gaskets may assist in arranging carriage as the Customer’s agent and may charge the amounts permitted by clause 2. The carrier is treated as selected and nominated by the Customer even if Universal Gaskets is shown as consignor or initially pays the carrier. Universal Gaskets must exercise reasonable care in selecting and instructing the carrier but is not the carrier or principal. Unless the accepted quotation adopts another delivery rule, arranging carriage does not change the EXW delivery or risk point. Transit insurance is arranged only if expressly requested and accepted in writing, at the Customer’s cost.

6.7 For goods supplied EXW under clause 6.2, the Customer must collect the goods within seven days after the Goods Ready Notice. After that period Universal Gaskets may charge reasonable storage and handling costs actually incurred. While the goods remain in Universal Gaskets’ possession, Universal Gaskets must exercise reasonable care as bailee notwithstanding that risk has passed.

6.8 For goods supplied EXW under clause 6.2, if goods remain uncollected 30 days after the Goods Ready Notice, Universal Gaskets may give a further written disposal notice allowing at least 28 days for collection and payment of the price and applicable storage charges. After that period, and subject to applicable law and any bona fide dispute concerning the condition of the goods or charges, Universal Gaskets may sell the goods for fair value or, if they have no reasonable sale market or the expected sale proceeds would not justify the cost, recycle or destroy them. Universal Gaskets may apply the proceeds against reasonable storage and disposal costs and the unpaid price, must deal with any balance as required by law, and may recover any remaining shortfall without double recovery.

6.9 Title to goods supplied on credit remains with Universal Gaskets until all amounts payable for those goods, including applicable freight and interest, have been paid in cleared funds. Until title passes, the Customer must keep the goods identifiable, take reasonable care of them and not dispose of them except in the ordinary course of its business.

6.10 The Customer grants Universal Gaskets a security interest in goods supplied on credit and their proceeds to secure payment of the amounts relating to those goods. To the extent that interest is a purchase money security interest under the Personal Property Securities Act 2009 (Cth), Universal Gaskets may register it as such. The Customer authorises registration and must promptly provide information and reasonable assistance required for an accurate registration. Universal Gaskets may enforce the security interest only in accordance with that Act and other applicable law.

6.11 Risk and title are separate. Risk may pass under clause 6.3 before title passes under clause 6.9.

7. Customer Information, Production Records and Approval

7.1 The Customer is responsible for the accuracy, completeness, consistency and lawful use of every dimension, drawing, sample, material selection, specification, operating condition and other item it supplies or approves.

7.2 Where Universal Gaskets prepares or converts a production drawing, CAD file or cutting file from a sketch, photograph, description, sample, worn part or mating surface, the document records Universal Gaskets’ manufacturing interpretation of the available information. Measurement of a sample records its as-present condition and does not reconstruct original or unworn geometry, verify mating equipment, establish design intent or prove fitness for the application.

7.3 The Customer must review and approve the controlled production record, including its document or file identifier, revision, source or sample, dimensions, tolerances, material and other call-outs, before manufacture. Written instruction that identifies or attaches the applicable controlled production record and revision constitutes approval. For unchanged repeat supply, an order that unambiguously identifies the previously approved product or part number and revision may constitute approval of that record. Silence, a general purchase order or an instruction that does not identify the applicable record and revision does not constitute approval.

7.4 Universal Gaskets is not required to audit the Customer’s design or identify an error, ambiguity, inconsistency or omission that is not reasonably apparent from the agreed manufacturing scope.

7.5 To the maximum extent permitted by law, Universal Gaskets is not liable to the extent that a non-conformity, delay or loss is caused by inaccurate, incomplete, ambiguous or inconsistent information supplied or approved by the Customer, the as-present condition of a sample, or the Customer’s selected material or design.

7.6 Universal Gaskets remains responsible for manufacturing in accordance with the Customer-approved production record, subject to the agreed tolerances and these terms. This clause is subject to the Non-Excludable Rights.

8. Tooling and Setup

8.1 Where custom tooling, dies, jigs, fixtures, programming or setup are required, the applicable charge will be stated in the quotation.

8.2 Unless the accepted quotation expressly states that ownership transfers to the Customer, tooling, dies, jigs, fixtures, programs and setup materials manufactured, acquired or developed by or for Universal Gaskets remain Universal Gaskets’ property. A Customer contribution to their cost is a charge for their creation, setup and use for the order and does not by itself transfer ownership.

8.3 Any agreed Customer ownership, exclusive-use right, storage period, maintenance responsibility or return arrangement must be recorded expressly in the accepted quotation or another signed writing.

9. Minimum Orders

9.1 A product may be subject to a minimum order quantity or minimum order value. Any applicable minimum will be stated in the quotation.

10. Contract Formation, Incorporation and Document Priority

10.1 The quotation identifies the version of these terms that applies to an order. That identified version forms part of the Contract only if Universal Gaskets gives the Customer a copy, or a conspicuous readily accessible link identified by version and date, before the Contract is formed. If no quotation is issued, the version provided to the Customer before Universal Gaskets accepts the order applies. A later website update does not alter an existing Contract.

10.2 The Customer’s order is an offer to purchase on the basis of the quotation, the Accepted Product Specification and these terms. Universal Gaskets accepts that offer only when it:

(a) issues a written order acknowledgement accepting it; or

(b) after the Customer has received the applicable terms, commences procurement or manufacture for the order,

whichever occurs first. Universal Gaskets may decline an order before acceptance.

10.3 If an order acknowledgement expressly changes a material price, scope, Accepted Product Specification or order-specific condition, it is a counter-offer and the changed Contract is formed only when the Customer accepts it in writing or, after reasonable notice of the change, instructs Universal Gaskets to proceed.

10.4 The Contract comprises the following documents in this order of priority:

(a) any later order-specific variation expressly agreed in writing by both parties;

(b) the Accepted Product Specification for product identity, material, dimensions, tolerances and manufacturing acceptance criteria;

(c) the accepted quotation and any special conditions expressly identified in it for price, quantity, timing and other commercial or order-specific matters;

(d) these terms in the version identified before Contract formation; and

(e) the Customer’s order only for item, quantity, requested timing, delivery details and other particulars that Universal Gaskets expressly accepts.

An expressly agreed later variation prevails. For a technical matter listed in paragraph (b), the Accepted Product Specification prevails. For another inconsistency, the documents have the priority stated above.

10.5 A Customer’s standard or printed purchasing conditions do not form part of the Contract, even if attached to or referenced in its purchase order, unless an authorised Universal Gaskets representative expressly accepts those identified conditions in a writing that states they vary these terms. Acceptance of an order, silence, manufacture, delivery or invoicing is not acceptance of the Customer’s standard conditions.

10.6 An invoice, statement, delivery docket or Goods Ready Notice records performance or payment information only. It does not add to or vary the Contract. Repeating or linking these terms on an invoice provides a further copy for reference but does not replace the requirement in clause 10.1 to provide the applicable terms before Contract formation.

11. Changes to an Accepted Order

11.1 A requested change after Contract formation, including to quantity, timing, material, dimensions, tolerance, inspection, documentation, carriage or collection requirements, has no effect unless Universal Gaskets accepts it in writing.

11.2 Before accepting a change, Universal Gaskets may revise the price and estimated goods-ready date to reflect the reasonable effect of that change, including material already procured or committed, completed work, reprogramming, retooling, reinspection and third-party costs.

11.3 Where a change affects product requirements, the Customer must approve a revised controlled product specification under clause 7.3 before manufacture of the affected goods proceeds.

11.4 Until a requested change is agreed, Universal Gaskets may continue under the existing Contract or reasonably suspend only the affected work. An agreed change does not alter any unaffected part of the Contract.

12. Cancellations, Voluntary Returns and Notifications

12.1 A custom-manufactured order may not be cancelled after manufacture or committed procurement has commenced, except with Universal Gaskets’ written agreement, under clause 19 or 20, or where the Customer has a right to cancel under a Non-Excludable Right.

12.2 Subject to the Non-Excludable Rights, custom-manufactured goods are not returnable for change of mind, Customer ordering error, application unsuitability or failure of a Customer-selected material or design where the goods conform to the Accepted Product Specification. A claim that the goods were not manufactured to that specification is dealt with under clause 13.

12.3 Universal Gaskets may voluntarily accept the return of a standard catalogue item if the Customer requests a Returns Authorisation within 14 days after Physical Receipt and returns the item in the condition stated in that authorisation. Universal Gaskets may refuse a voluntary return, require the item to be unused and saleable, and charge a reasonable restocking fee of up to 25% of the invoice price. The Customer bears return freight for a voluntary return.

12.4 An overdue account does not prevent the Customer from notifying an alleged non-conformity or a claim within the applicable period. Receiving, inspecting or determining a claim does not waive Universal Gaskets’ right to recover an overdue and undisputed amount, and the Customer must continue to pay all undisputed amounts when due.

12.5 To the extent permitted by law, Universal Gaskets may set off a voluntary credit or contractual refund against an undisputed overdue amount owed by the Customer. This does not permit Universal Gaskets to replace a statutory refund with a credit where the law requires a refund.

12.6 Clauses 12.1 to 12.5, a Returns Authorisation, original-packaging condition, 14-day period, restocking fee or account-status condition do not prevent or limit a claim or remedy under a Non-Excludable Right. Universal Gaskets may still require reasonable proof of purchase, information needed to assess a claim, preservation of the affected goods and compliance with reasonable inspection or return instructions.

13. Inspection and Contractual Claims

13.1 The Customer must inspect the goods as soon as reasonably practicable after Physical Receipt and must promptly notify Universal Gaskets after becoming aware of an alleged shortage, transit damage or non-conformity. The Customer must preserve the affected goods and relevant packaging, records and measurement data and give Universal Gaskets a reasonable opportunity to inspect them before destructive testing, repair, alteration or disposal, unless urgent action is reasonably required for safety or loss mitigation.

13.2 Contractual scope. Subject to the Non-Excludable Rights, Universal Gaskets’ contractual obligation is to manufacture the goods to the objectively measurable product and manufacturing acceptance criteria in the Accepted Product Specification. A Customer-supplied operating condition, application target, website rating or reference value does not become a Universal Gaskets performance or suitability obligation merely because it is recorded in a quotation, order or acknowledgement. Universal Gaskets does not undertake an in-service application result or system performance.

13.3 Dimensional and apparent non-conformity. A claim arising solely under the Contract concerning dimensional non-conformity or another non-conformity reasonably apparent on inspection must be notified in writing within 30 days after Physical Receipt and, in any event, within 60 days after Contractual Delivery. Dimensional notice must include the affected order or invoice, the relevant drawing or specification, measurement method, measurement data and the applicable reference conditions, including 23 ± 2 °C under ISO 23529 for elastomeric materials and 20 °C under ISO 1 for rigid materials where relevant. Subject to clause 13.8 and to the extent permitted by law, an apparent contractual matter not notified by the applicable deadline stated in the first sentence of this clause is barred and the goods are deemed accepted only in respect of that matter.

13.4 Latent manufacturing non-conformity long-stop. For an alleged manufacturing non-conformity that was not reasonably apparent on inspection within the period in clause 13.3, the Customer must notify Universal Gaskets promptly after first becoming aware of it and in any event within 12 months after Contractual Delivery. A manufacturing non-conformity that was or should reasonably have been apparent on inspection is governed by clause 13.3, not this clause. To the extent permitted by law, Universal Gaskets has no liability for a contractual claim first notified after the applicable period. This is a contractual notification and limitation period only. It is not a voluntary warranty, a promise that goods will remain defect-free for 12 months or a representation that Universal Gaskets will repair, replace, refund or compensate the Customer if goods are defective.

13.5 Customer-controlled causes. Universal Gaskets is not responsible to the extent that a failure, deterioration or loss is caused by:

(a) a Customer-specified or Customer-approved material, design, dimension, tolerance or other specification;

(b) inaccurate, incomplete or withheld application information;

(c) the Customer’s application, operating conditions or in-service use, whether or not disclosed to or recorded by Universal Gaskets, except to the extent Universal Gaskets expressly accepted an undertaking under clause 5.5;

(d) improper storage, handling, installation, commissioning, maintenance or use;

(e) modification, contamination, misuse, abnormal loading, wear or another act, omission or event after Contractual Delivery for which the Customer or a third party is responsible; or

(f) another cause outside Universal Gaskets’ reasonable control after the goods left its control.

13.6 Cosmetic variation. A difference in colour, shade, texture, surface finish or other visual appearance is not a contractual non-conformity where it is within the Accepted Product Specification or tolerance, is consistent with an approved sample, or was specifically disclosed before order acceptance. This does not exclude the ACL guarantee of acceptable quality where it applies.

13.7 No voluntary warranty. Universal Gaskets does not provide a separate voluntary or time-limited warranty against defects. Rights concerning defective or non-conforming goods arise only under the accepted Contract and applicable law.

13.8 Statutory rights unaffected. The 30-day, 60-day and 12-month periods and deemed acceptance govern contractual claims only. They do not exclude, restrict, prescribe the duration of or otherwise limit a Non-Excludable Right.

14. Quality and Inspection Requirements

14.1 Any special inspection, testing, certification, traceability, documentation or acceptance requirement must be specified at enquiry stage and accepted in the quotation or Accepted Product Specification. Examples include:

• Certificates of Conformance (CoC) or Certificates of Analysis (CoA);
• material certificates, including EN 10204 or equivalent;
• traceability records and batch or lot identification;
• test reports or inspection reports; and
• compliance declarations or specific acceptance criteria.

14.2 Where no special requirement is accepted, the goods will be subject only to Universal Gaskets’ standard visual and dimensional checks applicable to the product and manufacturing process.

14.3 A requirement raised after Contract formation is a requested change under clause 11. It may affect price and lead time and may not be achievable after affected material has been procured or manufacture has commenced.

14.4 A certificate, test report or other document confirms only the matters, sample, batch, test method and acceptance criteria expressly stated in it. It does not constitute application approval, code certification or a representation of suitability beyond its stated scope.

15. Statutory Rights and Limitation of Liability

15.1 Non-Excludable Rights. Nothing in these terms excludes, restricts or modifies the ACL, a Non-Excludable Right or a liability that cannot lawfully be excluded, restricted or modified.

15.2 No additional consumer warranty. Universal Gaskets does not give an ACL Consumer a voluntary warranty against defects or a contractual promise to repair, replace, refund or compensate merely because a defect appears within a stated period. An ACL Consumer’s rights are the rights arising under the accepted Contract and applicable law, including any Non-Excludable Rights.

15.3 Acquisitions not made as an ACL Consumer. If the Customer did not acquire the affected goods or services as an ACL Consumer, then, to the maximum extent permitted by law:

(a) Universal Gaskets’ total aggregate liability arising from manufacture, supply, delay, non-conformity or related negligence in connection with the affected order is limited to the price paid or payable for the affected goods or services; and

(b) Universal Gaskets may, at its election, discharge liability for a manufacturing non-conformity by:

(i) repairing or reworking the affected goods within a reasonable time so they conform to the accepted manufacturing criteria;

(ii) replacing them or supplying conforming equivalent goods within a reasonable time; or

(iii) refunding all amounts paid for the affected goods and cancelling or crediting any unpaid balance of their price.

The order-price cap does not apply to fraud or wilful misconduct. It also does not limit liability for breach of confidentiality or unauthorised use or disclosure of Customer intellectual property.

15.4 Qualifying goods supplied to an ACL Consumer. To the extent section 64A(1) of the ACL permits this limitation, and subject to section 64A(3), Universal Gaskets’ liability for failure to comply with an applicable consumer guarantee for goods not ordinarily acquired for personal, domestic or household use or consumption, other than a guarantee under sections 51, 52 or 53 of the ACL, is limited at Universal Gaskets’ election to one or more of:

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

(b) repair of the goods;

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

(d) payment of the cost of having the goods repaired.

15.5 Qualifying services supplied to an ACL Consumer. To the extent section 64A(2) of the ACL permits this limitation, and subject to section 64A(3), Universal Gaskets’ liability for failure to comply with an applicable consumer guarantee for services not ordinarily acquired for personal, domestic or household use or consumption is limited at Universal Gaskets’ election to:

(a) supplying the services again; or

(b) paying the cost of having the services supplied again.

15.6 Statutory choice prevails. If a Non-Excludable Right gives the Customer the right to choose a remedy and clauses 15.4 or 15.5 do not validly alter that position, the statutory choice prevails.

15.7 Excluded losses. Subject to clauses 15.1, 15.4, 15.5 and 15.6, Universal Gaskets is not liable for loss of profit, revenue, anticipated savings, opportunity, goodwill, production or use; plant or facility shutdown costs; loss or corruption of data; or an indirect, special or consequential loss.

15.8 Customer contribution. Universal Gaskets is not liable to the extent that loss is caused or contributed to by a matter for which the Customer is responsible under clauses 5, 7, 13 or 18, or by the Customer’s failure to take reasonable steps to avoid or mitigate loss.

15.9 Inspection and rectification opportunity. Where reasonably practicable and subject to a Non-Excludable Right, the Customer must give Universal Gaskets a reasonable opportunity to inspect the affected goods and consider rectification before the Customer incurs avoidable third-party rectification or replacement costs.

16. Published Information and Digital Tools

16.1 Technical data, compatibility tables, temperature or pressure values, performance ratings, guides, calculators, selection-tool outputs and other website content are general reference information for preliminary screening. They may be based on published sources, supplier data, standard test conditions, generic material families and typical service environments that do not reproduce the Customer’s complete application.

16.2 A filter result, score, classification, candidate list or example is not an engineering assessment, safety classification, application approval, product specification or representation that a material or product is suitable for a particular purpose. Words used in a source table such as “compatible” or “recommended” must be read in the context of that source’s conditions, rating method and limitations.

16.3 The Customer must verify current product-specific data with the relevant material manufacturer, assess all operating conditions, undertake appropriate testing and obtain qualified advice before selection or use, particularly for safety-critical, regulated, pressure-containing, fire-exposed or hazardous-media applications.

16.4 Universal Gaskets may provide available grades, data sheets, samples and possible options for the Customer’s evaluation, but the Customer must make and approve the final selection in accordance with clause 5.

16.5 This clause is subject to the Non-Excludable Rights and operates with clauses 5, 13 and 15.

17. Customer Material, Intellectual Property and Confidentiality

17.1 Customer Material. The Customer retains ownership of intellectual property rights in drawings, specifications, samples, data and other material it supplies to Universal Gaskets.

17.2 Universal Gaskets IP. Universal Gaskets retains ownership of intellectual property rights in its pre-existing or independently developed designs, know-how, manufacturing methods, processes, templates, tooling, jigs, fixtures, machine programs, production techniques and general process improvements.

17.3 Customer-specific deliverables. If an accepted quotation separately identifies and prices a Customer-specific drawing, CAD file or other design document as a deliverable, intellectual property created specifically in that deliverable passes to the Customer on full payment, excluding Universal Gaskets IP incorporated in it. Internal working files, toolpaths, nesting files, machine code, process instructions and quality-control templates are not deliverables unless expressly stated. Otherwise, Universal Gaskets retains ownership of a production record it creates.

17.4 Licences. The Customer grants Universal Gaskets a non-exclusive, royalty-free licence to reproduce, adapt and use Customer Material only to quote, perform and administer the order and to exercise rights under these terms. Universal Gaskets may sublicense that limited right to a subcontractor bound by confidentiality obligations. Where Universal Gaskets IP is incorporated in a Customer-owned deliverable, Universal Gaskets grants the Customer a perpetual, non-exclusive, royalty-free licence to use that IP only as necessary to use the deliverable and procure goods made to it.

17.5 Design responsibility unaffected. Ownership or licensing of a drawing or production record does not alter the allocation of design authority, approval and application responsibility under clauses 5 and 7.

17.6 Confidentiality. Each party must protect the other party’s confidential technical and commercial information using at least reasonable care, use it only for the order, and disclose it only to personnel, subcontractors and professional advisers who need it and are subject to equivalent confidentiality obligations.

17.7 Exceptions. Clause 17.6 does not apply to information that the receiving party can demonstrate was lawfully known without restriction, independently developed, received lawfully from a third party, or publicly available other than through breach. A legally required disclosure is permitted, but the receiving party must, where lawful and practicable, give prior notice and disclose only what is required.

17.8 Customer IP assurance and indemnity. The Customer warrants that it has the rights and authority necessary for Universal Gaskets to use Customer Material and follow the Customer’s express instructions for the order. The Customer indemnifies Universal Gaskets against damages and reasonable external legal costs finally awarded, or reasonably agreed in settlement, in an actual third-party intellectual-property claim, but only to the extent the claim is caused by: (a) Universal Gaskets using Customer Material within the licence in clause 17.4; or (b) Universal Gaskets following the Customer’s express instructions in performing the order. The indemnity does not apply to the extent the claim is caused by an unauthorised Universal Gaskets modification, combination or use outside the order.

17.9 Claim control. Universal Gaskets must promptly notify the Customer of an indemnified claim, take reasonable steps to mitigate loss and permit the Customer to control the defence with competent advisers. The Customer must not settle a claim in a way that admits fault by, or imposes a non-monetary obligation on, Universal Gaskets without its consent, not to be unreasonably withheld. Universal Gaskets must provide reasonable assistance at the Customer’s cost.

17.10 Duration and liability interaction. Confidentiality obligations continue while the information remains confidential. The categories of excluded loss in clause 15.7 apply to each party’s liability under this clause, but the order-price cap in clause 15.3 does not apply to breach of confidentiality or unauthorised use or disclosure of the other party’s intellectual property.

18. Storage and Handling

18.1 From Contractual Delivery, the Customer is responsible for collection, transport, storage and handling in accordance with clause 6, the Accepted Product Specification and any current written product or manufacturer instructions supplied with the goods, subject to Universal Gaskets’ duty under clause 18.3 while the goods remain in its possession.

18.2 Subject to the Non-Excludable Rights, Universal Gaskets is not liable to the extent that degradation, dimensional change, contamination, damage or performance loss is caused after Contractual Delivery by the Customer’s, its carrier’s or another third party’s storage, handling, transport, installation or environmental conditions.

18.3 While goods remain in Universal Gaskets’ possession after Contractual Delivery, risk remains allocated under clause 6, but Universal Gaskets must exercise reasonable care as bailee. Nothing in clauses 6 or 18 excludes liability to the extent loss or damage is caused by Universal Gaskets’ breach of that duty or negligence.

19. Suspension and Termination

19.1 Material breach. Either party may terminate an affected order by written notice if the other party materially breaches the Contract and either the breach cannot be remedied or the breaching party fails to remedy it within 10 Business Days after receiving notice describing the breach and required remedy.

19.2 Proportionate suspension. Universal Gaskets may suspend affected work or delivery if the Customer fails to pay an undisputed amount when due or materially fails to provide an approval, specification or other required cooperation, and does not remedy that failure within five Business Days after written notice. Suspension must be limited to what is reasonably necessary, and Universal Gaskets must resume performance within a reasonable time after remedy. Claim notifications and Non-Excludable Rights remain unaffected.

19.3 Insolvency. Subject to clause 19.4, either party may terminate an affected order immediately if the other party enters liquidation, bankruptcy or another formal external administration, ceases carrying on business, or is unable to pay its debts when due, other than for a solvent reconstruction.

19.4 Statutory stays. A right must not be exercised to the extent its exercise is stayed, prohibited or restricted by the Corporations Act 2001 (Cth) or another applicable law. An insolvency event does not itself permit enforcement while a statutory stay applies. This does not prevent exercise of a right arising from a separate breach where that right is lawfully enforceable.

19.5 Financial unwind. Except where clause 1.4, 1.5 or 20.4 expressly provides a different financial consequence, where a custom order is cancelled or terminated other than because of Universal Gaskets’ breach or a Non-Excludable Right, the Customer must pay:

(a) the accepted price for completed conforming goods; and

(b) reasonable documented direct costs of Customer-specific work in progress, material irrevocably committed before termination and irrecoverable third-party commitments, but only to the extent they cannot reasonably be cancelled, returned, reused or resold.

Universal Gaskets must deduct avoided costs, recoveries, salvage value and amounts already paid. The total must not exceed the unpaid price of the affected order, and Universal Gaskets may not recover twice for the same cost. On payment, Universal Gaskets must, where lawful and reasonably practicable, make available any work in progress or material for which the Customer has paid.

19.6 Effect of termination. Termination does not affect accrued rights or provisions intended to survive, including payment, confidentiality, intellectual property, liability and dispute provisions.

20. Force Majeure

20.1 A party is not liable for delay or failure to perform an affected obligation, other than payment already due, to the extent caused by an event beyond its reasonable control that it did not cause and could not reasonably prevent or overcome. Raw-material, carrier, utility or supply-chain disruption qualifies only where those conditions are satisfied. Increased cost or an ordinary market-price change alone is not force majeure.

20.2 The affected party must promptly notify the other party of the event, affected obligations, expected duration and reasonable mitigation measures. It must use reasonable efforts to reduce the effect and resume performance as soon as reasonably practicable. The affected obligation is suspended only to the extent and for the period it is prevented or delayed.

20.3 If the event materially prevents performance of the affected part of an order for more than 60 consecutive days, either party may cancel that unperformed part by written notice.

20.4 Force-majeure unwind. On cancellation under clause 20.3:

(a) the Customer must pay the accepted price for completed conforming goods made available before cancellation;

(b) the Customer must pay reasonable documented direct cost, without profit, of Customer-specific work in progress and material incurred or irrevocably committed before notice of the event, but only to the extent it cannot reasonably be cancelled, returned, reused or resold;

(c) Universal Gaskets must deduct avoided costs, recoveries, salvage and payments already received;

(d) the total payable for the cancelled portion must not exceed its unpaid Contract price and there must be no double recovery; and

(e) Universal Gaskets must refund any remaining unused prepayment within 14 days.

Where the Customer pays for work in progress or material, Universal Gaskets must make it available to the Customer where lawful and reasonably practicable. This clause is subject to the Non-Excludable Rights and is the exclusive financial unwind for cancellation under clause 20.3.

21. Privacy and Personal Information

21.1 Each party must comply with applicable privacy law when collecting, using, holding or disclosing personal information in connection with an order. Universal Gaskets handles personal information as described in its current Privacy Policy.

21.2 The Customer must ensure that it is lawfully authorised to disclose to Universal Gaskets any personal information it supplies for the order and has given any notices or obtained any consents required by applicable law.

21.3 Universal Gaskets may update its Privacy Policy to reflect changes in law or information-handling practices. An update does not retrospectively reduce an accrued right or vary an accepted order’s price, scope or specification.

22. General

22.1 Entire agreement. The Contract components and their priority are stated in clause 10.4. They constitute the entire agreement for the order and supersede prior negotiations and arrangements about that order. This clause does not exclude liability for fraud, misleading or deceptive conduct or a Non-Excludable Right, and is not an acknowledgement that no representation was relied upon.

22.2 Variation. A variation to an accepted order is effective only if it is in writing, expressly states the agreed change and is accepted by authorised representatives of both parties. Email may satisfy this requirement. Routine correspondence, informal advice or technical discussion is not a variation unless it expressly records one. A variation of these terms or acceptance of a Customer’s standard conditions must satisfy clause 10.5.

22.3 Updates. Universal Gaskets may update these terms prospectively. An update applies only to a Contract formed after the updated version was provided or linked in accordance with clause 10.1.

22.4 Assignment and novation. Neither party may assign its contractual rights, or novate its rights and obligations, without the other party’s prior written consent, which must not be unreasonably withheld or delayed. Either party may assign a monetary receivable without consent by giving written notice. An assignment does not release the assigning party from an obligation unless the other party expressly agrees.

22.5 Notices. A contractual notice must be in writing and sent by hand, prepaid post or email to the address stated in the quotation or order acknowledgement, or to an updated address notified under this clause. Universal Gaskets’ designated email is sales@universalgaskets.com.au. The Customer’s designated email is the address expressly nominated for contractual notices in the quotation or order acknowledgement or, if none is nominated, the email address of the contact who placed the order. An accounts address alone is not the Goods Ready Notice address unless the Customer nominates it for that purpose.

A notice is taken received when delivered by hand; five Business Days after posting within Australia; or when an email becomes capable of retrieval at the designated address, provided the sender receives no automated failure notice. A notice received after 5:00 pm in Sydney or on a non-Business Day is taken received on the next Business Day. This clause does not govern service of court process or a document for which mandatory law prescribes another method.

22.6 Time. Payment remains due on the date stated under clause 3, but suspension and termination for late payment are governed by clauses 3 and 19. Time is not otherwise of the essence, including for an estimated lead time or delivery date, unless an authorised representative expressly agrees otherwise in the accepted quotation or an agreed variation under clause 22.2.

22.7 Severability. An invalid or unenforceable provision must be read down to the minimum extent necessary to make it valid. If it cannot be read down, it is severed without affecting the remaining provisions.

22.8 Waiver. A waiver is effective only if given in writing and only for the particular matter identified. Delay or failure to enforce a right is not a waiver.

22.9 Electronic execution. The Contract and a variation may be executed or evidenced electronically and in counterparts.

22.10 Relationship. Except for expressly agreed carrier-arrangement assistance under clause 6, neither party is the other’s agent, partner, fiduciary or employee.

23. Governing Law and Jurisdiction

These terms and each order are governed by the laws of New South Wales, Australia. Subject to any jurisdiction or statutory right that cannot lawfully be excluded, the parties submit to the exclusive jurisdiction of the courts of New South Wales and Commonwealth courts exercising jurisdiction in New South Wales, including courts hearing appeals from them. Nothing prevents a party seeking urgent interlocutory relief in another competent jurisdiction.