Cottontech Pty Ltd      ABN 56 083 703 360       



1.1.        Cottontech means Cottontech Pty Ltd ABN 56 083 703 360, and its subsidiaries, successors, assigns associated entities, connected entities and related entities, and their servants and/or agents, and when used, the words “we”, “us”, and “our” are references to Cottontech; Collateral Documents means any Sale Delivery Dockets, Orders, quotations, invoices, guarantees or other documents which form or describe the subject matter of an agreement entered into in accordance with the Conditions of Sale, but does not include any descriptions, illustrations and performances contained in catalogues, price lists and advertising material; Conditions of Sale means any terms and conditions of quotation, supply and or sale of Cottontech that are notified by Cottontech to the Customer (whether in a Collateral Document or otherwise) and include these conditions of sale and any Purchase Agreement; Customer means the person who purchases the Products and when used, the words “you” and “your” are references to the Customer; Event of Default means (i) the Customer fails to pay for Products in accordance with the Conditions of Sale; (ii) the Customer is in breach of its obligations under the Conditions of Sale; or (iii) there is an Insolvency Event; Insolvency Event means for the Customer, as applicable, being in liquidation or provisional liquidation, bankruptcy or under administration, having a controller (as defined in the Corporations Act 2001) or analogous person appointed to the Customer or any of the Customer’s property, being taken under section 459F(1) of the Corporations Act 2001 to have failed to comply with a creditor’s statutory demand, being unable to pay the Customer’s debts as and when they fall due and payable, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing the Customer’s own affairs for any reason, taking any step that could result in the Company becoming insolvent, entering into a compromise or arrangement with any of the Customer’s members or creditors, or any analogous event; Interest Rate means the rate of 10% per annum; Officer means each director, secretary, credit manager and authorised representative of Cottontech; Order means a purchase order or offer from the Customer which has been accepted by Cottontech but excludes any terms and conditions of the Customer that may be on the Order or offer to purchase or any other documentation of the Customer associated with any Order; Payment Date means the due date listed on the statement or tax invoice from Cottontech to the Customer, or as Cottontech may otherwise notify the Customer of in writing; Products means any products of Cottontech being IT hardware, peripherals, consumables and audio visual equipment, including without limitation notebooks, desktops, servers, multifunction devices, printers, scanners, fax machines, digital cameras, monitors, storage devices, memory products, blank media, computer accessories, uninterrupted power supplies, wired & wireless networking products, PC components, label makers, software, commercial display panels, plasma & LED/LCD televisions, amplifiers, projectors & screens, DVD players & recorders, home theatre systems, inkjet cartridges, laser toner cartridges, copier toner, thermal transfer films, imaging and transfer units, inkjet and laser paper supplied by Cottontech to the Customer, or ordered by the Customer but not yet supplied, and includes the Services; Sale Delivery Docket means, if applicable, Cottontech’ docket provided upon Delivery; Services means any service supplied by Cottontech to the Customer, being IT hardware, software, consumables and audio visual hardware supply and distribution services.

2.            ORDERS

2.1.        Each Order shall constitute an offer by you to purchase from us the Products specified in such order. If we decide to accept an Order, an agreement (“Purchase Agreement”) shall have been entered into between you and us in relation to the Products on the terms and conditions contained in the Conditions of Sale.

2.2.        Orders must clearly state an order number, date of order and requested delivery date.

2.3.        Cottontech reserves the right to amend the price of any Products the subject of the Order at any time up to Delivery.

2.4.        Within a reasonable time after receipt of the Order and with the Customer being notified, Cottontech may, for any reason, decide not to supply the Products the subject of the Order.

2.5.        Cottontech is not liable to the Customer for any loss or damage suffered as a result of the non-supply of any Products.

2.6.        Cottontech may require the Customer to provide documents or further information as part of the Order, and if Cottontech does so it shall not be obliged to consider an Order until such documents and further information have been provided.

2.7.        An Order may be revoked by the Customer at any time prior to acceptance by Cottontech, but if written notice of revocation from the Customer is not actually received by Cottontech prior to acceptance, the revocation shall be ineffective and the Customer shall be bound by the Conditions of Sale, and the Customer must pay to Cottontech any costs and expenses incurred by Cottontech of and incidental to such Order.

2.8.        For the avoidance of doubt, no terms or conditions of the Customer are binding on Cottontech unless expressly agreed to in writing by Cottontech.

3.            DELIVERY

3.1.        Domestic Delivery - Delivery fee is offered at $9.00 inc GST at placement of order for urban destinations within Australia. This fee MAY CHANGE and a subsequent invoice MAY BE SENT PRIOR TO OR FOLLOWING SALE. The circumstances that affect this are:

3.1.1.     If the courier is unable to deliver the item a card will be left allowing you to arrange an alternative delivery / collection date and time. This will incur a $19 additional delivery fee. Therefore PLEASE ENSURE THE DELIVERY ADDRESS IS NORMALLY ATTENDED DURING WORKING HOURS. Cottontech will not be advised of this charge until some days after delivery, at which time an invoice will be issued for immediate payment. 

3.1.2.     Delivery locations outside of the $9 limit vary from state to state. If we are advised by the courier company that the delivery cost to you will exceed $9, we will advise you and adjust invoice accordingly. You are free to cancel the order at this time with no penalty. 

3.2.        International Delivery - We are happy to take orders from overseas. The local fee of $9 is still payable to handle internal stock movements (warehouse locations to shipment office) however you will also be contacted after placing the order with an offer to ship goods to your country. Please note that we can only accept PayPal from USA, UK and Canada. Other countries will need to EFT (Pay Anyone) via international banking. We DO NOT ACCEPT CREDIT CARD PAYMENT FROM OVERSEAS

3.3.        Delivery is taken to be when the Products leave Cottontech’ premises, either by collection by you or by delivery pursuant to your specific request.

3.4.        The Customer must pay all delivery charges incurred at cost plus sales tax / GST and other relevant charges prevailing at that time.

3.5.        Cottontech is not responsible for the loading or transportation of the Products unless otherwise agreed to by Cottontech.

3.6.        The Customer bears all costs and risks involved in taking the Products from Cottontech’ premises, irrespective of the type of Delivery.

3.7.        Any timeframes for Delivery quoted by Cottontech are estimates only.

3.8.        Delivery may, in Cottontech’ absolute discretion, be by way of partial deliveries. Each partial delivery may be invoiced separately, and will be a separate Purchase Agreement.

3.9.        If Cottontech fails to deliver some or all of the Products pursuant to a Purchase Agreement and/or the Conditions of Sale, the Customer will not be entitled to cancel the Purchase Agreement or any other Order or Purchase Agreement.

3.10.        If you take advantage of our shipment facilities please note that if Products have to be re-delivered because you are not available to accept the Products, Cottontech is charged for each additional attempt. You agree to reimburse us for all such additional delivery costs. We will invoice you on a separate invoice for these additional delivery costs, and you agree to pay any such invoices on or before the Payment Date or on the terms contained in the invoice, whichever is the earlier in time for payment.

4.            RISK

4.1.        Notwithstanding any arrangements that may have been made, risk in the Products passes to the Customer on Delivery.

5.            PAYMENT

5.1.        Payment is due on or before the Payment Date, without deduction or set off.

5.2.        Amounts received by Cottontech may be applied by Cottontech in its absolute discretion including first toward payment of interest, costs and expenses payable to Cottontech under these Conditions of Sale or any Purchase Agreement, before being applied against any amounts invoiced for Products which remain unpaid from time to time.

5.3.        Payments by credit card will incur a surcharge of 3.5% (plus GST).

5.4.        Returned cheques will incur a dishonour fee (excluding GST).

6.            INTEREST

6.1.        The Customer is liable to pay Cottontech the Interest Rate on the balance of all amounts invoiced for Products unpaid from time to time; however, such liability is waived by Cottontech where payments are made on or before the Payment Date, or as otherwise agreed by Cottontech in writing.


7.1.        Claims for shortages and breakages must be made immediately upon Delivery, and must include Cottontech’ invoice number and date, failing which the claim will not be accepted by Cottontech.

7.2.        Credits sought for returned Products are at Cottontech’ discretion. Where accepted, Cottontech will charge a restocking fee of 20% of the purchase value in respect of all returned Products which will allows Cottontech to resell the item(s) as shop soiled and imperfect.

7.3.        Products, in respect of which a credit is sought and approved by Cottontech, must be returned to Cottontech’ premises within 14 days from date of invoice, freight free, in good and saleable condition, in the original containers and packaging in which they were supplied and accompanied by the number and date of Cottontech’ supplying invoice.

8.            CHARGE

8.1.        The Customer hereby charges with payment of all moneys and compliance with all obligations owed by the Customer to Cottontech under the Conditions of Sale all beneficial interest (freehold and leasehold) in real property, held now or in the future by the Customer. The Customer agrees that if demand is made upon it, him or her by Cottontech, the Customer will immediately execute a mortgage in registrable form. The Customer unconditionally consents to Cottontech lodging a caveat or caveats noting its interest pursuant to this equitable mortgage. The Customer irrevocably and by way of security appoints Cottontech or any Officer to be its, his or her true and lawful attorney to execute and register such instruments, including and without limiting the generality of the foregoing, executing and registering a mortgage over any real property held now or in the future by the Customer. The Customer authorises the attorney appointed pursuant to this clause to enter into conflict transactions within the meaning of the Powers of Attorney Act 1998 (QLD).

9.            TITLE AND PROPERTY

9.1.        Notwithstanding Delivery and passing of risk, title and property in the Products will not pass to the Customer until payment of all amounts owing to Cottontech from time to time have been received, in cleared funds, by Cottontech. Until that time, the Customer:

9.1.1      must promptly, and at the Customer’s cost, return the Products to Cottontech on demand;

9.1.2.     indemnifies Cottontech against loss or damage to the Products;

9.1.3.     must not pledge, mortgage, lend or otherwise encumber the Products without Cottontech’ written consent;

9.1.4.     holds the Products as Bailee for Cottontech and shall safely and securely store the Products separately from other products on the Customer’s premises in such a manner as to show clearly that the Products are the property of Cottontech;

9.1.5.     in the event of the Customer failing to make payment for Products by the Payment Date, irrevocably authorises Cottontech to enter any premises, including the Customer’s premises, where the Products are situated and to take possession of and remove those Products without incurring any liability;

9.1.6.     where the Customer has not been paid for the Products by the third party, agrees to assign its claim against that party to Cottontech upon Cottontech giving the Customer notice in writing to that effect.



10. 1.            The Conditions of Sale constitutes a security agreement.

10. 2.            The Customer grants a security interest in all Products supplied to the Customer under the Conditions of Sale.

10. 3.            Without limiting sub-clause 2. above and the operation of the Conditions of Sale generally, the retention of title arrangement described in the “Title and Property” clause above constitutes the grant of a purchase money security interest by the Customer in favour of Cottontech in respect of all present and future acquired Products.

10. 4.            The Customer must immediately upon request by Cottontech, sign any documents, provide all necessary information and do all things required by Cottontech to ensure that Cottontech’ purchase money security interest is a perfected security interest.

10. 5.            The Customer must not enter into any security agreement that allows any other person to have or to register a security interest in relation to the Products or any proceeds of sale of the Customer of the Products until Cottontech has a perfected security interest and if applicable, a perfected purchase money security interest.

10. 6.            In accordance with section 115 of the PPSA, for any Products supplied that are not products that are used predominantly for personal, domestic or household purposes:

10. 6.  1.            The Customer and Cottontech hereby agree to contract out of sections 95, 118, 121(4), 130, 132(4), 135, 142 and 143 of the PPSA;


10. 6.  2.            The Customer waives any rights the Customer may have to:

10. 6.  2. 1.            receive any notices the Customer may be entitled to receive under sections 95, 118, 121, 130, 132 or 135;

10. 6.  2. 2.            receive a copy of any financing statement or any financing change statement registered by Cottontech, or any verification statement confirming such registration, in respect of any security interest Cottontech may have in the Products;

10. 6.  2. 3.            apply to a court for an order concerning the removal of an accession under section 97; and

10. 6.  2. 4.            object to a proposal of Cottontech to dispose or retain any collateral under sections 130 and 135.

10.7.            For the purposes of this clause: “PPSA” means the Personal Property Securities Act 2009, and the expressions “accession”, “collateral”, “financing statement”, “financing change statement”, “security agreement”, “security interest”, “perfected security interest”, “purchase money security interest” and “verification statement” have the meanings given to them by the PPSA, and references to sections are sections of the PPSA.

11.         LIABILITY

11.1.            Cottontech makes no express warranties in respect of the Products, any and all warranties are provided by the Manufacturer to whom any warranty enquiries must be directed.

11.2.            To the extent permitted by law, Cottontech excludes all:

11.2.1.            implied warranties in respect of the Products that would otherwise be implied by law into the Conditions of Sale; and

11.2.2.            liability to the Customer for any loss (including loss of profits and any direct, indirect, special or consequential losses), or for any damages to persons or property, or for death or injury caused by an act or omission (including negligent acts or omissions) by Cottontech, its employees, contractors or agents and/or arising in any way out of the use of the Products, or delay in delivery or non-delivery.

11.2.3.            Where the preceding paragraphs cannot legally operate and to the extent permitted by law, Cottontech’ liability for breach of any warranty or any term implied by law into the Conditions of Sale is limited to the lowest of the cost of replacing the Products, acquiring equivalent products or having the Products repaired.

11.2.4.            The Conditions of Sale are not subject to the provisions of the Sale of Goods Acts in each jurisdiction of Australia, the operations of which are hereby expressly excluded.



12.1.            In making an Order, the Customer warrants, represents, acknowledges and agrees as follows:

12.1.1.            You have read and understand and wish to be bound by the full terms, conditions and effect of the Conditions of Sale;

12.1.2.            All purchases by you are not to be shipped to any countries with whom Australia do not have existing economic ties (i.e. goods must not be exported to trade sanctioned countries)

12.1.3.            The person(s) who made the Order was authorised by you to do so;

12.1.4.            Any Purchase Agreement entered into pursuant to any Order shall be valid and binding on you, notwithstanding the making or serving of any such Order or purported Order was forged or fraudulent or was procured in excess of or without your authority;

12.1.5.            Your particulars provided to us are in all respects true and correct;

12.1.6.            You have relied solely on your own skill and judgement in entering into the Conditions of Sale and selecting the Products ordered by you;

12.1.7.            We have not made any representation or promise to you of any nature, regarding your rights under the Conditions of Sale or otherwise;

12.1.8.            The Conditions of Sale represent the entire agreement as concluded between us and you, and supersedes any other agreement, terms and/or conditions;

12.1.9.            No representations made by us or you concerning the Products shall be an implied term of the Conditions of Sale or form the subject matter of a separate agreement, subsidiary or collateral with the Conditions of Sale; and

12.1.10.         You have not been induced to enter into the Conditions of Sale by any representation, oral or otherwise, made by, for or on behalf of us.


13.1.            The Customer indemnifies Cottontech in respect of any claim, action, proceeding, judgment, damage, loss, expense or liability, including legal costs on a solicitor and own client basis, incurred or suffered by or brought or made or recovered against Cottontech in connection with a breach of any warranty, representation, acknowledgement or agreement contained in this clause, or by reason of any of them being in any way incorrect, inaccurate, misleading or deceptive.

13.2.            The Customer shall pay any losses, expenses, damages, commissions, interest and costs, including solicitor and own client legal costs, arising from the Customer’s failure to comply with its obligations, including payment of all invoices, under a Purchase Agreement and the Conditions of Sale. Such losses, expenses, damages, commissions, interest and costs may be recovered by Cottontech as a liquidated debt.

13.3.            Stamp duty, registration and lodgement fees, taxes (including any goods and/or services taxes) or any other kinds of government charge or fee incurred as a result of the sale of the Products by Cottontech to the Customer shall be paid by the Customer.

14.         GST

14.1.            Unless otherwise stated, an amount payable by a party under a Purchase Agreement in respect of a taxable supply represents the value of that supply (exclusive of GST), and the recipient must, in addition to that amount and at the same time, pay to the supplier the GST payable in respect of the supply.

15.         TRUSTS

15.1.            The Conditions of Sale bind the Customer both personally and as trustee of any trusts of which the Customer is trustee.


16.1.            Cottontech will retain all copyright and other proprietary rights in any Cottontech confidential information and any Cottontech material, including documents, drawings, certifications and instructions provided to the Customer. The Customer must not use the Cottontech information or material or their contents for any purpose other than the purpose for which they were provided. The Customer must not disclose, transfer, transmit or otherwise make available to any third party in any manner or form, any material or their contents or any information relating to them or the Products without Cottontech written consent.


17.1.            Time is of the essence.

17.2.            The Conditions of Sale shall be governed by and construed in accordance with the laws of and applicable to the State of Queensland and the parties submit to the non-exclusive jurisdiction of the courts of Queensland. Further, the Customer submits to the Brisbane central registries of the Courts of the State of Queensland, the Federal Magistrates Court of Australia and the Federal Court of Australia as the proper and correct registries for Cottontech to commence any proceeding in relation to the Conditions of Sale.

17.3.            The Customer must notify Cottontech of any change in its structure or management, including any change of director, secretary, shareholder, partner, trustee and business address.

17.4.            All notices and other written communications provided for in the Conditions of Sale shall be given or served by certified or registered mail with postage pre- paid or by hand delivery as follows:-

17.4.1.            if to Cottontech, to us at PO Box 10894, Adelaide Street, Brisbane, QLD 4000;

17.4.2.            if to the Customer, to you at the address and facsimile number or email address notified by you to us, or the last known address we have for you, or your address as provided for in any Purchase Agreement.

17.5.            Where the Customer comprises more persons than one, the Conditions of Sale bind all of those persons severally and jointly. In any claim arising out of a breach of the Conditions of Sale by the Customer, proportionate liability will not be pleaded in defence by the Customer as between those persons and each of those persons comprising the Customer shall be regarded as wholly liable to Cottontech in respect of any such breach.

17.6.            Any waiver by us of any default by you in the strict and literal performance of or compliance with any provision, condition or requirement in the Conditions of Sale, or any delay by us in exercising any remedies available to us under the Conditions of Sale, will not constitute a variation or waiver of any provision, condition or requirement of the Conditions of Sale, or remedy available to us.

17.7.            If any term or provision of the Conditions of Sale are found to be to be invalid, illegal or unenforceable, such term or provision is to be severed from the Conditions of Sale, with the remainder of the terms and provisions subsisting and remaining in full force.

17.8.            To the extent of any inconsistency in the Conditions of Sale, these conditions of sale prevail, and the other terms and conditions in all Purchase Agreements and Collateral Documents are to be construed so as to give paramount effect to these conditions of sale.

17.9.            The Conditions of Sale do not create a relationship of agency, partnership, joint venture or employment between the parties. Neither party has any authority to act for or incur any liability or obligation on behalf of the other party in any manner.