1. Definitions
In these Terms of Sale ("Terms") the following definitions apply:
- "Seller", "we", "us", "our"
- SUNRISE MARINE AUSTRALIA PTY LTD (ABN 61 697 392 706, ACN 697 392 706), trading as Sunrise Marine Australia, located at Harrisdale, Perth WA 6112, Australia.
- "Buyer", "you", "your"
- The commercial entity or individual purchasing or proposing to purchase Goods from us under a Quotation accepted in accordance with these Terms.
- "Goods"
- The surplus, unused, new old stock, or as-removed industrial spares, components, instruments and equipment offered, quoted, or supplied by us under these Terms.
- "Quotation"
- Any written offer (email, PDF, or web confirmation) issued by us specifying Goods, price, currency, Incoterm, payment terms, lead time and validity period.
- "Order"
- A written acceptance of a Quotation by the Buyer, including a purchase order or a clear instruction to proceed.
- "Incoterms"
- The International Chamber of Commerce's Incoterms® 2020 rules.
- "OEM"
- The original equipment manufacturer of an item, whose name, model number, or trademark may be referenced for identification purposes.
- "Surplus"
- Equipment recovered from project closures, decommissioned facilities, fleet modernisations, or over-procurement, and graded against Sunrise Marine's published Condition Grades (New / NOS, New — Open Box, Surplus — Tested, Surplus — As Removed, For Parts).
- "Business Day"
- A day other than a Saturday, Sunday, or public holiday in Perth, Western Australia.
2. Application of these Terms
These Terms apply to every Quotation issued and every Order accepted by us, and prevail over any pre-printed terms, conditions or standard purchasing documents the Buyer may seek to impose. No variation is binding unless expressly accepted by us in writing. Where a separate signed master supply agreement exists between the parties, the master agreement prevails to the extent of inconsistency.
3. Quotations & pricing
3.1 Quotations are valid for the period stated on the Quotation (typically 14 or 30 days from issue), after which they may be withdrawn or amended without notice.
3.2 Prices are stated in Australian Dollars (AUD) or United States Dollars (USD) as nominated on the Quotation. Unless explicitly stated otherwise, prices are exclusive of freight, insurance, duties, taxes, banking charges, surveys, third-party inspection, and any destination-country charges.
3.3 Australian GST is added at the prevailing rate where the supply is taxable for GST purposes. International exports are typically GST-free under section 38-185 of the GST Act, provided export documentation is properly completed within 60 days of payment.
3.4 Indicative prices shown on this website are for reference only and not binding. The Quotation issued in response to an inquiry is the operative price.
3.5 We reserve the right to refuse any inquiry or to decline to quote without reason.
4. Orders & acceptance
4.1 An Order is formed when the Buyer accepts a Quotation in writing — by email, signed purchase order, or by making payment in accordance with the Quotation — and we acknowledge that acceptance.
4.2 No contract arises until we issue acknowledgement, and we may decline an Order at our discretion, including for reasons of stock unavailability, sanctions screening, credit risk, or pricing error.
4.3 Where a clear pricing or specification error is present on the Quotation or website, the contract is voidable at our option upon prompt notice to the Buyer and full refund of any monies received.
4.4 Orders may be cancelled by the Buyer at any time before despatch, subject to recovery of our actual costs incurred (including export preparation, banking charges, and any restocking).
5. Payment terms
5.1 The standard payment term is 100% telegraphic transfer (T/T) in cleared funds prior to despatch. Alternative arrangements (such as deposit-and-balance, milestone payments, letters of credit, or net-30 for established customers) may be agreed in writing on a per-transaction basis.
5.2 Payment is made to the bank account nominated on our pro-forma invoice or formal invoice. We do not accept credit-card payments for orders above AUD 5,000.
5.3 Buyer is responsible for any bank charges, foreign-exchange conversion fees, or intermediary-bank fees. Payment is not considered received until the full amount has cleared our nominated account.
5.4 If payment is not received by the agreed date, we may: suspend or cancel the Order, withhold despatch, charge late-payment interest at 2% above the Reserve Bank of Australia cash rate per month (compounding daily), and recover reasonable collection costs.
5.5 The Buyer has no right of set-off, counter-claim, or deduction against any sums due to us.
6. Risk & title
6.1 Risk in the Goods passes to the Buyer in accordance with the Incoterm specified on the Quotation (typically when goods are delivered to the nominated carrier or made available at our facility).
6.2 Title in the Goods does not pass to the Buyer until the later of: (a) full payment in cleared funds for the Goods and all other amounts then owing by the Buyer to us; and (b) the Buyer takes physical possession of the Goods or such possession is taken by the Buyer's nominated carrier on its behalf.
6.3 Until title passes, the Buyer holds the Goods as bailee, must keep them separately identifiable and properly insured, and must not encumber, sell, or modify them. The Buyer grants us a right of entry to recover the Goods if payment is overdue.
6.4 If the Goods are commingled, attached to, or processed with other property before title passes, we have a security interest in the resulting property to the extent of our unpaid invoice value, registrable on the Personal Property Securities Register (PPSR) under the Personal Property Securities Act 2009 (Cth).
7. Delivery & Incoterms
7.1 The Incoterm specified on the Quotation determines the allocation of cost, risk and responsibility between Seller and Buyer. The Incoterms® 2020 rules apply. Available Incoterms include:
- EXW Ex Works (our nominated Perth facility) — Buyer arranges all transport, customs and insurance
- FCA Free Carrier — we deliver to the Buyer's nominated freight forwarder at a named place
- FOB Free on Board — we deliver to a nominated Australian port and load on board the vessel
- CIF Cost, Insurance & Freight — we arrange marine freight and minimum-cover insurance to the named destination port
- DAP Delivered at Place — available on request for select destinations
7.2 Delivery and lead-time estimates are made in good faith but are not guaranteed. Delay does not give rise to liability except where caused by our wilful default. Time of delivery is not of the essence unless expressly agreed in writing.
7.3 The Buyer must accept delivery within the agreed window. Storage charges (at AUD 25 per cubic metre per day) and re-handling charges may apply where the Buyer fails to take collection.
7.4 Goods are despatched in accordance with our published packaging standards, including ISPM-15 timber for international sea freight and IATA/IMDG-compliant packaging for dangerous goods where applicable.
8. Inspection & acceptance
8.1 The Buyer may inspect Goods in person, by video, or by additional photographs before despatch. Any reasonable inspection request must be made within five (5) Business Days of formal Quotation acceptance.
8.2 Acceptance occurs when the Goods are despatched in accordance with the Incoterm specified on the Quotation, or upon the Buyer's confirmation that pre-despatch inspection has been completed satisfactorily — whichever occurs first.
8.3 The Buyer must notify any apparent shipping damage or shortfall in writing within seven (7) Business Days of receipt of the Goods, with photographic evidence. Failure to notify within this period constitutes acceptance of the Goods as delivered.
9. Returns & refunds
9.1 Surplus equipment is sold as described on the formal Quotation. No "change-of-mind" returns are accepted.
9.2 We will accept a return only where the Goods supplied materially differ from the written description on the Quotation, and the Buyer notifies us in writing within seven (7) Business Days of receipt with photographic evidence and (if applicable) an independent inspection report.
9.3 Approved returns must be shipped back to us at the Buyer's cost in original packaging and condition. Refunds will be processed within 14 days of our inspection confirming the discrepancy. Refunds do not include freight or duties already paid.
9.4 Nothing in this clause excludes, restricts, or modifies any guarantee, right or remedy implied or imposed by Australian Consumer Law or other legislation that cannot be excluded by contract.
10. Limited warranty & description
10.1 We warrant that the Goods will at the time of despatch correspond to the written description on the Quotation, including the Condition Grade assigned. Photographs of the actual item are made available on request.
10.2 Manufacturer warranty does not transfer with surplus equipment. We make no claim to be an authorised distributor of any OEM, and we offer no OEM warranty.
10.3 To the maximum extent permitted by law, all other warranties, conditions and guarantees — express or implied, statutory or otherwise — including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, are excluded.
10.4 Where Australian Consumer Law applies and cannot be excluded, our liability is limited (at our option) to: replacement of the Goods, repair of the Goods, payment of the cost of replacing the Goods, or payment of the cost of having the Goods repaired.
11. Hazardous-area & certified equipment
11.1 Where Goods carry ATEX, IECEx, FM, UL, CSA or similar certification marks, we supply such Goods as recovered, with any original certification documents we hold on file.
11.2 The Buyer is solely responsible for verifying that the certification of any item matches the Buyer's installation zone, gas group, temperature class, ingress protection class, and local regulatory requirements before placing the equipment into service.
11.3 We do not modify, recertify, or relabel any item. The Buyer must commission certified equipment in accordance with the OEM's installation, operation and maintenance manuals and applicable local standards.
12. Limitation of liability
12.1 To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with any Order — whether in contract, tort (including negligence), under statute, or otherwise — is limited to the price paid by the Buyer for the specific Goods giving rise to the claim.
12.2 We are not liable for any indirect, consequential, special, incidental or punitive damages, including but not limited to: loss of profits, loss of revenue, loss of production, loss of use, downtime, business interruption, loss of contracts, loss of goodwill, loss of data, or pure economic loss — even if foreseeable or advised of the possibility.
12.3 Nothing in these Terms operates to exclude, restrict or modify any consumer guarantee or non-excludable right under Australian Consumer Law applicable to the Buyer.
13. Indemnity
The Buyer indemnifies us against any loss, damage, liability, cost or expense (including reasonable legal fees) suffered or incurred by us arising out of or in connection with: (a) the Buyer's installation, commissioning, use, or onward supply of the Goods; (b) any breach by the Buyer of these Terms; (c) any breach by the Buyer of applicable export-control, sanctions, anti-bribery, anti-money-laundering, or local safety law; or (d) any third-party claim arising from any of the foregoing.
14. Force majeure
Neither party is liable for failure to perform or delay in performance (other than payment obligations) caused by circumstances beyond reasonable control, including: act of God, natural disaster, fire, flood, earthquake, severe weather, war, civil unrest, terrorism, governmental action, embargo, sanctions, pandemic, epidemic, strike, lock-out, freight network disruption, port closure, customs delay, internet or utility outage. The affected party must notify the other promptly and use reasonable efforts to mitigate. If the event continues for more than 60 days, either party may terminate the affected Order without further liability.
15. Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other in connection with an Order — including pricing, commercial terms, technical specifications, and source-of-supply information — and to use such information only for the purposes of performing under these Terms. Confidentiality obligations survive termination of the Order for three (3) years.
16. Intellectual property & trademarks
16.1 All OEM trademarks, model numbers, part numbers, logos, and trade dress shown in our catalogue or correspondence remain the property of their respective owners. We reference them solely for product identification, in accordance with nominative fair use.
16.2 We do not represent or warrant that we are an authorised distributor, agent or representative of any OEM unless explicitly stated in writing. See our Trademark Disclaimer for the full position.
16.3 The Buyer must not remove, obscure, or alter any OEM markings, serial numbers, certification labels, or documentation on the Goods.
17. Export controls & sanctions
17.1 The Buyer acknowledges that the Goods may be subject to Australian export-control laws (including the Defence Trade Controls Act 2012 and the Customs (Prohibited Exports) Regulations 1958), and may also be subject to the export, re-export, or sanctions laws of other jurisdictions including the United States, the European Union, and the United Kingdom.
17.2 The Buyer warrants that it (a) is not located in, organised under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions; (b) is not a "sanctioned person" or "denied party" on any applicable list (including DFAT consolidated, UN, OFAC SDN, EU consolidated, UK OFSI); and (c) will not export, re-export, transfer, or supply the Goods, directly or indirectly, in breach of any applicable export-control or sanctions law.
17.3 We may decline any Order or halt any despatch where, in our reasonable opinion, completion would or could breach applicable export-control or sanctions law, without liability.
18. Privacy & data
The collection, use, storage, and disclosure of personal information in connection with an Order is governed by our Privacy Policy, which is incorporated into these Terms by reference.
19. Disputes & governing law
19.1 These Terms and any Order are governed by the laws of Western Australia, Australia, and the parties submit to the exclusive jurisdiction of the courts of Western Australia and their appellate courts.
19.2 Before commencing proceedings, the parties agree to attempt good-faith negotiation for a period of 30 days from written notice of a dispute.
19.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded from application to these Terms.
20. General provisions
20.1 Variation — No variation of these Terms is binding unless agreed in writing by an authorised representative of each party.
20.2 Assignment — The Buyer must not assign or transfer its rights or obligations without our prior written consent. We may assign to a successor entity.
20.3 Severability — If any provision is held unenforceable, the remainder of these Terms continues in force.
20.4 Waiver — Failure or delay in exercising a right does not operate as a waiver.
20.5 Notices — Notices must be in writing, in English, and delivered by email to the parties' notice addresses, or by registered post to the registered address.
20.6 Entire agreement — These Terms (together with the accepted Quotation, any signed master supply agreement, and the documents expressly incorporated by reference) constitute the entire agreement between the parties on their subject matter and supersede all prior representations.
20.7 Counterparts & electronic signature — Acceptance by email or electronic signature is valid and binding.
20.8 Language — The English version of these Terms prevails over any translation provided for convenience.
21. Contact
Questions about these Terms or a specific transaction should be directed to:
Nothing in these Terms operates to exclude, restrict or modify any guarantee or right that cannot be excluded under Australian Consumer Law, the Sale of Goods Act 1895 (WA), or other applicable law.