Entro Global Pty Ltd T/A Entro trading terms and conditions 

These Terms, as amended or replaced from time to time, apply to any and all Goods  supplied or to be supplied to the Customer, or any third party on the Customer’s behalf, notwithstanding any provision to the contrary which may appear on an order form or other communication issued by the Customer. 



1.1 Credit Application Form means a credit application form in a form nominated by Entro from time to time.  

1.2 Customer means the person or other entity to whom a Quotation is addressed.

1.3 Force Majeure Event means an event beyond the reasonable control of the Supplier  including, but not limited to, strikes, fires, explosions, flood, riot, lock-out, injunction,  interruption of transportation, accidents, war, pandemic, governmental action or other  circumstances beyond the Supplier’s control 

1.4 Goods means the goods the subject of an Order. 

1.5 GST means the goods and services tax under the Goods and Services Act 1999 (‘GST  Act’) and terms used in these Terms have the meanings contained in the GST Act. 1.6 Insolvency Event means (a) a receiver, receiver and manager, administrator or  liquidator being appointed to the Customer, (b) an application made for the Customer  to be wound up, dissolved or administered, (c) the Customer entering into any  arrangement, compromise or assignment for the benefit of creditors, (d) the Customer  ceasing, suspending, or threatening to cease or suspend the conduct of all or material  part of its business, or dispose of or threaten to dispose of a material part of its assets,  (e) the Customer being, or under legislation is presumed or taken to be, insolvent, (f)  any form of legal process being levied or enforced against the Customer or its assets  and not discharged or stayed within 14 days, or (g) a security interest becoming  enforceable or being enforced. 

1.7 Order means the acceptance of a Quotation in whole or in part by the Customer. 1.8 PPSA means the Personal Property Securities Act 2009. 

1.9 Entro means Entro Global Pty Ltd T/A Entro (ABN 58 659 183 356) of 12 Newmarket Lane, Epping, Victoria, 3076, and includes, unless the contrary  intention appears, all authorised agents of Entro. 

1.10 Quotation means an estimate (verbal or written) issued by Entro to the Customer. 1.11 Premises means the property and delivery location nominated by the Customer  where the Goods are to be delivered. 

1.12 Price means the amount detailed in a Quotation for the supply of Goods the subject  of a communicated Order. 

1.13 Terms means these terms and conditions. 

1.14 Website means https://www.entro.com.au/



2.1 These Terms, together with a Quotation and an accompanying Order, constitute the entire contract between Entro and the Customer (‘Contract’). To the extent of an  inconsistency between these Terms and an Order, these Terms shall prevail. 

2.2 No communication (written or verbal) between Entro and the Customer shall modify or vary these Terms unless such modification or variation is in writing and signed by  Entro. 

2.3 If the Customer constitutes more than one person, these terms and conditions bind each of them jointly and severally. 



3.1. Each Order placed by the Customer in response to a Quotation received will be  considered valid when placed verbally or in writing. 

3.2 Any person who places an Order on behalf of a Customer warrants that he/she is  duly authorised to do so and that, by placing an Order, the Customer is deemed to  have read and understood these Terms. 

3.3 All prices are based on taxes and statutory charges current at the time a Quotation is  provided. Should these vary from the date of a Quotation and the date an Order is  placed, the difference will become the responsibility of the Customer. 

3.4 Entro may agree to provide, on request from the Customer, additional/alternate  Goods not included in a Quotation or Order. In such an event, Entro shall be entitled to  increase the Price for the Goods. 



4.1. A Quotation provided by Entro shall expire 30 days after the date the Quotation is provided however Entro reserves the right to vary any Price quoted by Entro prior to  any Order being placed. 

4.2 Unless otherwise stipulated in a Quotation, the Price is exclusive of packaging costs, freight charges, delivery costs, bank charges and such other charges notified by Entro  to the Customer. 

4.3 Subject to other rights under these Terms, Entro may revise the Price which are the  subject of an Order, at any time after that Order was placed, to take into account any  rise in manufacturer costs after the date that Order was placed, or as a result of any  additional product or work which Entro determines is required in order to fulfil the  Order, and in that case, Entro will notify the Customer of the revised Price as soon as  practicable after Entro becomes aware of the rise in manufacturer costs. 4.4 Entro reserves the right to change the Price in the event of a variation to an Order. 



5.1 Any obligation of Entro to supply Goods is subject to its ability to secure supply of the Goods. 

5.2 Entro shall not be liable in any way for failure to deliver the Goods within the stated  time and the Customer may not reject the Goods on account of such failure to deliver within the stated time. 

5.3 Entro shall not be liable for any failure to supply or deliver the Goods due to a Force Majeure Event. 

5.4 If for any reason Entro is unable to perform its obligations under a Contract, then  Entro may at any time by notice in writing to the Customer cancel the Order whereupon the Contract will be at an end and neither party will have any claim against  the other. 



6.1 The Customer represents that it is either the owner of the Premises or has authority  of the Premises owner for delivery of the Goods to or at the Premises. 6.2 Delivery of the Goods shall be deemed to be complete when the Goods are collected  

by the Customer or are delivered to the Customer to the Premises or to the carrier as nominated by Entro and/or Customer. 

6.3 The Customer shall ensure that, for the purposes of delivery, the Customer (or a representative nominated by the Customer) shall be present at the  Premises at all times during delivery of the Goods, shall ensure that adequate  instruction is provided to Entro in connection with the precise location and  position of the Goods to be delivered, and shall sign all documents as required  by the Supplier evidencing delivery of the Goods to the Customer. 

6.4 If for whatever reason Entro is unable to deliver the Goods at the Premises,  the Customer must nominate an alternate delivery time and address. In all  such cases, the Customer shall be liable to Entro for all additional delivery,  

storage, handling and associated costs and expenses incurred as a result and  as advised by Entro. 

6.5 The Customer is responsible for ensuring that the Goods are secured at the  Premises and warrants that is will be solely responsible for any loss, damage  or theft of the Goods delivered by Entro to the Premises. 

6.6 Entro shall not be liable for any delay in the delivery of Goods due to matters  beyond its control or a failure of the Customer to comply with these Terms. 6.7 Nothing in these Terms shall affect Entro’s right to exercise its own  judgment and to utilise its skills as it considers most appropriate in order to  achieve compliance with its obligations under the Contract. 



7.1 The Customer must, as soon as practicable after delivery of the Goods,  check: 

(a) that the Goods match the specifications set out in the Order; (b) whether the Goods are damaged or defective; and 

(c) the quantity of the Goods delivered against the quantity due to be supplied. 

7.2 Entro will not be required to consider any claim by the Customer in respect  of any of the matters referred to in clause 7.1 or any other claim in respect of  any delivered Goods, and the Customer will be deemed to have accepted the  Goods as having been supplied: 

(a) in good condition; 

(b) in accordance with the Order for the delivered Goods; and 

(c) with no shortages; 

unless the Customer gives Entro written notice of the damage, defect,  shortage or other claim within 7 days after delivery of the Goods. 



8.1 Goods are at the Customer’s risk from collection or delivery but title in Goods  supplied to the Customer will not pass to the Customer until all monies owing  with respect to those Goods, together with all other monies owing by the  Customer to Entro, has been fully paid. Until such time the Customer has  custody of the Goods as fiduciary agent and bailee of Entro. 

8.2 Until Goods have been paid for in full the Customer: 

(a) must safely store and properly cover/protect the Goods to avoid any  exposure to damage; 

(b) must store the Goods in such a manner as to show clearly that they are the  property of Entro; 

(c) must keep all Goods insured against theft, damage, and destruction (and if  the Customer fails to insure the products, Entro may do so and invoice the  Customer for the cost of insurance); and 

(d) the Customer agrees not to sell, assign, charge or otherwise encumber or  grant any interest over any obligations which any third party may owe to the  Customer as a result of the use or resale of the Goods. 

8.3 If any payment (including by way of cheque) proffered by the Customer, or  by any third party in payment of the Price, is dishonoured, Entro may treat the  dishonour as a repudiation of the Contract and elect to terminate the Contract  in which case Entro is entitled to compensation for all loss or damage suffered  by Entro as a consequence. 

8.4 The Customer irrevocably authorises Entro at any time, to enter the premises  upon which the Goods are stored to enable Entro to (a) inspect the Goods, or  (b) to retake possession of the Goods where the Customer has breached  these Terms. 

8.5 The Customer acknowledges that the PPSA applies to all transactions  pursuant to these Terms (or otherwise) and grants a security interest in all  present and after acquired Goods as security for all monies now and in the  future owing by the Customer to Entro. 

8.6 The Customer agrees to do all such things and sign all such documents as  are necessary and reasonably required to enable Entro to acquire a perfected  security interest in all Goods supplied, and to provide such information as is  required to enable registration of a Purchase Money Security Interest (‘PMSI’)  under the PPSA. 

8.7 The Customer acknowledges that a PMSI is granted in priority to all other  creditors by the Customer in favour of Entro and in all Goods that are supplied  from time to time as security for the Customer’s obligations to Entro. 

8.8 The Customer indemnifies Entro for any liability for any costs of registration,  maintenance, enforcement or discharge or security interest and such other  costs and expenses as Entro may incur. 

8.9 The Customer agrees to waive or exclude such sections of the PPSA as  Entro may require, subject to those sections being capable of exclusion. 



9.1 Customers are either a Non-Account Customer or an Account Customer. Non-Account Customers 

9.2 A Non-Account Customer must make full payment of the Price prior to or on  delivery of Goods (unless Entro has otherwise agreed in writing). Account Customers 

9.3 Subject to the following clauses under the heading ‘Credit’, an Account  customer must make full payment of the Price by the end of the month  immediately following the month of invoice by Entro for Goods (unless Entro  has otherwise agreed in writing). 


9.4. A Customer may apply to become an Account Customer by completing and  providing to Entro a Credit Application Form.

9.5 The Customer acknowledges and agrees that these Terms comprise and form part of  the Credit Application Form. 

9.6 Credit will only be granted at the sole discretion of Entro and the Customer  acknowledges that Entro has no obligation to provide or continue to provide any credit  facility to the Customer. The Customer is not entitled to any credit facility until it  receives written notification from Entro to that effect and Entro may, at any time,  reduce, vary or terminate any credit facility. Any credit limit or other facility that may  apply from time to time in respect of any credit facility does not constitute a provision  of these Terms or any Contract between Entro and the Customer. 

9.7 Without limiting the above, Entro reserves the right to reduce, vary or terminate  withdraw any credit facility upon any breach by the Customer of these Terms, any  Contract between Entro and the Customer, or upon the Customer becoming subject  to an Insolvency Event. 

9.8 In the event that Entro reduces, varies or terminates any credit facility, the Customer  agrees that any and all monies owing on account to Entro shall become immediately  due and payable. 



11.1. The Customer acknowledges and agrees that, to the extent that the supply of Goods  by Entro to it is subject to GST, the Customer shall, unless the Price expressly states  that GST is included, pay an additional amount to Entro equal to GST with respect to  such supply. Additionally, the Customer must pay to Entro all other charges, duties,  imposts, taxes and similar amounts payable in relation to the supply of all Goods by  Entro to the Customer.  

11.2 Entro shall deliver to the Customer a tax invoice for the supply of all Goods in a form  which complies with the GST Act. 



12.1 The Customer is not entitled to defer, offset or withhold payment in whole or in part  for any reason unless agreed to by Entro in writing. 

12.2 If at any time any monies are overdue, then at the option of Entro all monies  (including any account balance pursuant to a credit facility granted to the Customer)  shall become immediately due and payable by the Customer. 

12.3 Entro may charge interest on all overdue accounts calculated on a daily basis until  paid in full at the rate prescribed by the Penalty Interest Rates Act 1983 and to charge  for any expenses incurred in collecting or attempting to collect any overdue monies,  including any debt collector’s expenses and/or legal costs incurred, or to be incurred. 

12.4 Entro may charge an administration fee for any payment made by credit card and  the amount to be charged will be advised to the Customer. 

12.5 A certificate signed by an authorised representative of Entro shall be prima facie  evidence of the amount of indebtedness of the Customer to Entro at that time. 12.6 The Customer is liable to pay to Entro and Entro may recover in full from the  Customer all costs, expenses and disbursements incurred and/or payable by Entro  (including debt collection agency fees and legal costs of a solicitor and own client  basis) arising from or as a result of Entro’s exercising or enforcing or seeking or  exercise or enforce a right under these Terms, and in particular, in collecting or  attempting to collect amounts due to Entro. Such costs, expenses and disbursements  may be recovered by Entro from the Customer as a liquidated debt. Entro may apply  payments received from the Customer firstly to any costs, expenses and  disbursements, then to interest and then to other amounts owed by the Customer. 12.7 The Customer shall have no right of set-off in any claim or proceeding brought by  Entro against the Customer for any default in payment and the Customer  acknowledges that Entro may produce these Terms in any claim by the Customer for  set-off. 



13.1 The Customer must ensure that the Goods are suitable for their intended purpose  and warrants and represents that the Goods, the subject of an Order, are both suitable  for their intended purpose and shall conform with all legal requirements associated  with that intended purpose. 

13.2 The Customer is responsible to ensure that Entro is made aware in writing of any  specific requirements pertaining to the Goods prior to any Order placed. Entro shall  not be liable for any damage, loss or injury suffered as a consequence of any  inaccurate or insufficient information concerning such requirements as provided by  the Customer in writing. 

13.3 Entro shall not be bound by nor be responsible for any term, condition,  representation or warranty other than that which is expressly stated in the Quotation  the subject of the Goods, and the Customer acknowledges and agrees that it has not  relied on, nor will it rely on, any representation or warranty with respect to the  merchantable quality, description, quality, suitability or fitness for purpose of the  Goods unless expressly provided for in the Quotation. 

13.4 The Customer must inspect the Goods on delivery to ensure that the Goods  conform to the Customer’s requirements. Entro shall not be liable for any shortage,  discrepancy, defect, incorrect specification, unsuitability (or similar) unless the  Customer has notified the Suppler within 7 days of delivery. 

13.5 Entro shall not be liable for damage, loss or injury suffered as a result of any person  failing to follow instructions relating to Goods, modifying the Goods, failing to  appropriately maintain, service or store them or using them for a purpose not  disclosed to Entro in writing in accordance with these Terms. 



14.1 The Customer may only return delivered Goods to Entro for credit if: (a) the prior written approval of Entro for the return has been obtained; and (b) the freight costs (or similar) on the return have been first paid by the Customer. 

14.2 If the Customer returns the Goods otherwise than in accordance with clause 14.1,  then: 

(a) Entro may at its sole discretion accept the return and grant a credit to the  Customer; or 

(b) Entro may refuse to accept the return and may hold the Goods on the Customer’s  behalf at the Customer’s expense until arrangements satisfactory to Entro are made  by the Customer for disposal of the Goods. 

14.3 Any credit given by Entro for Goods returned by the Customer and accepted by  Entro is subject to a re-stocking fee equivalent to 25% of the Price of the Goods. 



15.1 The only conditions, guarantees and warranties which are binding on Entro in  

respect of the state, quality, condition, suitability or fitness of the Goods are  those imposed and required to be binding by statute (including the Australian  Consumer Law) which cannot be excluded. All other conditions, guarantees  and warranties whether express or implied by law in respect of the state,  quality or condition of the Goods which may apart from this clause be binding  on Entro are hereby expressly excluded. 

15.2 To the extent permitted by law, the liability, if any, of Entro arising from the  breach of such conditions, guarantees or warranties shall, at Entro’s option, be  limited to and completely discharged by the replacement or repair by Entro of  the Goods (or the granting of credit in favour of the Customer up to the value  of the Goods). The Customer acknowledges and agrees that Entro has no  liability to any person for any loss or damage of any kind whatsoever including  without limitation, for any costs associated with replacing or rectifying the  Goods other than Entro’s actual costs associated with same, or any indirect or  consequential loss (including loss of profits, business, revenue, opportunity,  goodwill, or loss arising from any failure, breakdown, defect or deficiency in  the Goods) even if due to the negligence of Entro arising out of or in  connection with the Goods. 



Cancellation by Entro 

16.1 Without limiting other rights provided for in these Terms, Entro may cancel  any Order, or cancel delivery of Goods the subject of an Order, at any time  before delivery by written notice to the Customer. On the giving of such notice  Entro shall repay to the Customer any sums paid in respect of the Price.  Entro shall not be liable for any loss or damage or consequential loss or  damage whatever arising from such cancellation. 

16.2 Entro may cancel all or any part of any Order which remains unfulfilled and  all amounts owing to Entro by the Customer shall, whether or not due for  payment, become immediately payable in the event that (a) any monies due  and payable to Entro become overdue, or (b) the Customer becomes subject  to an Insolvency Event. 

Cancellation by Customer 

16.3 The Customer is not entitled to cancel any Order once accepted by Entro  unless expressly agreed to by Entro in writing. 

16.4 In the event that the Customer cancels any Order (unless as permitted in  accordance with these Terms) the Customer shall be liable to Entro for all loss  or damage suffered by Entro as a consequence including, but not limited to,  any loss of profits, costs, charges, expenses or similar. 



These Terms shall be construed according to the laws of Victoria and all disputes  arising as and between Entro and the Customer shall be determined by the Courts  in that State. 



18.1 Entro collects the personal information of the Customer to enable it to  provide a Quotation for its Goods and to provide those Goods to the  Customer. Entro may disclose the personal information of the Customer to  third parties that assist in in providing the Goods. 

18.2 Where Goods are supplied, or intended to be supplied, to the Customer on  credit the Customer authorises Entro, its employees and agents to make such  enquiries as it deems necessary to investigate the creditworthiness of the  Customer including (without limitation) making enquiries with trade referees,  financial institutions, credit providers and credit reporting agencies and the  Customer authorises the disclosure of all such information obtained to Entro.  Without limiting this clause the Customer agrees to: 

(a) Entro obtaining a credit report containing personal credit information about  the Customer; 

(b) Entro exchanging information concerning the Customer with trade  referees, financial institutions and/or credit providers; and 

(c) Entro being provided a consumer credit report to collect all overdue  payments. 



19.1 These Terms (and any Contract as and between Entro and the Customer)  constitute the whole agreement made between Entro and the Customer. 19.2 These Terms can only be amended in writing signed by each of the parties. 19.3 The Customer expressly waives all prior discussions, communications,  negotiations and representations that may have been made by Entro that are  in conflict with these Terms (and any Contract as and between Entro and the  Customer).



20.1 If any provision of these Terms shall be declared or held to be invalid, void,  illegal or unenforceable, the validity, existence, legality and enforceability of  the remaining provisions of these Terms shall not be affected, prejudiced or  impaired and the offending provision shall be deemed as severed from these  Terms. 

20.2 Entro may assign, license or sub-contract out all or any part of its rights and  obligations under a Contract at any time without the Customer’s consent. 20.3 A failure by Entro to enforce any provision of these Terms shall not be  treated as a waiver of that provision, nor shall it affect Entro’s right to  subsequently enforce that provision. 

20.4 These Terms (or any part of these Terms) shall be available at the Website  and may be amended, modified, added to or deleted at any time by Entro. Any  such amendment, modification, addition or deletion to these Terms shall be  legally effective from the date the amended Terms are displayed at the  Website. 




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