Terms of Trade – Supply of Parts and Products

Last updated: July 20, 2025

Please read these terms and conditions carefully before using Our Service.

1. Application and contract formation

1.1 These Terms apply to every quotation, order and supply of Goods by Controls Direct to the Buyer, unless Controls Direct expressly agrees otherwise in writing.

1.2 A quotation is an invitation to order and is valid for the period stated in it. An order is accepted only when Controls Direct issues written acceptance, dispatches the Goods or otherwise confirms acceptance. Controls Direct may decline or cancel an order before acceptance, including where stock, price, supplier approval or legal compliance cannot be confirmed.

1.3 These Terms, the accepted quotation or order acknowledgement, any product-specific schedule and any written credit approval form the Contract. If they conflict, the order of priority is: (a) a written special condition signed or expressly accepted by Controls Direct; (b) the order acknowledgement; (c) the quotation; (d) a product-specific schedule; and (e) these Terms.

1.4 Terms printed on or incorporated in the Buyer’s purchase order do not apply merely because Controls Direct accepts or fulfils that order, unless Controls Direct expressly accepts those terms in writing.

1.5 The Buyer must ensure its order accurately identifies the required part number, quantity, voltage, control signal, torque, communications protocol, application and delivery details. Orders placed using a Buyer-specified part number are supplied on that basis.

2. Definitions

For the purposes of these Terms and Conditions:

2.1 ACL means Schedule 2 to the Competition and Consumer Act 2010 (Cth). Buyer means the person or entity purchasing Goods from Controls Direct. Consumer has the meaning given in the ACL. Contract means the agreement described in clause 1.3. Goods means HVAC controls, actuators, controllers, sensors, valves, thermostats, spare parts, software-bearing devices and other products supplied by Controls Direct. Manufacturer means the relevant maker or brand owner. Special Order Goods means Goods sourced, configured, programmed, assembled, imported or manufactured specifically for the Buyer, and goods identified as non-stock, special order or non-returnable.

3. Product information, selection and application

3.1 Product descriptions, images, dimensions, availability and technical information are provided in good faith but may be changed by a Manufacturer without notice. Minor differences that do not materially affect function do not constitute a defect.

3.2 Unless Controls Direct expressly accepts a written design or engineering scope, Controls Direct supplies parts only and does not undertake site design, system engineering, installation, commissioning, certification or verification of compliance for the Buyer’s project.

3.3 Any cross-reference, replacement suggestion or technical assistance is based on the information supplied by the Buyer. Before ordering and installation, the Buyer must verify compatibility, dimensions, ratings, wiring, software/firmware, communications, sequence of operation, safety function, regulatory requirements and fitness for the intended system.

3.4 The Buyer must disclose if Goods are intended for fire, smoke, life-safety, medical, hazardous-area or other critical service. No Goods may be used in such an application unless the applicable written specifications and approvals permit that use.

3.5 Goods must be selected, installed, wired, configured, commissioned, operated and maintained by competent persons holding any licences legally required for the work, in accordance with applicable law and the Manufacturer’s current instructions.

4. Price, GST and payment

4.1 Prices are in Australian dollars and exclude GST, freight, insurance, duties and other charges unless stated otherwise. GST is payable in addition where applicable.

4.2 Controls Direct may correct an obvious clerical or pricing error before dispatch. If an accepted order is affected by a supplier price change, exchange-rate movement, duty, freight surcharge or other cost outside Controls Direct’s reasonable control, Controls Direct may propose a revised price. The Buyer may cancel the affected undelivered Goods if it does not accept the revision, without penalty other than reasonable committed costs for Special Order Goods where permitted by law.

4.3 Payment is due before dispatch unless Controls Direct has approved a credit account in writing. For an approved credit account, payment is due 30 days after the end of the month in which the invoice is issued (30 days EOM), unless a different period is stated in writing. A Buyer must not set off or withhold payment except where permitted by law or agreed in writing.

4.4 For overdue amounts, Controls Direct may suspend further credit or supply, require payment in advance and recover reasonable enforcement costs. Interest may be charged at the Reserve Bank of Australia cash rate plus 6% per annum, calculated daily, to the extent permitted by law.

4.5 Credit limits and terms may be reviewed or withdrawn on reasonable notice or immediately where there is a material payment default, insolvency risk, fraud risk or legal compliance concern. Credit control does not remove any non-excludable statutory right relating to Goods already supplied.

5. Availability, delivery, risk and inspection

5.1 Stock status and delivery dates are estimates unless expressly guaranteed in writing. Controls Direct is not liable for supplier, carrier, customs, industrial action, cyber incident, natural event, shortage or other delay beyond its reasonable control, but will use reasonable commercial efforts to communicate material delays.

5.2 Controls Direct may make partial deliveries and invoice each delivery. Risk passes when Goods are delivered to the nominated address, collected by the Buyer or handed to the Buyer’s nominated carrier, as applicable.

5.3 The Buyer must inspect Goods promptly and notify Controls Direct in writing of transit damage, shortage, incorrect supply or other reasonably apparent issue within 7 days after delivery. This notice period does not exclude rights that cannot lawfully be limited.

5.4 Where Controls Direct arranges freight, it does so as part of the supply on the basis shown in the order. The Buyer must preserve packaging and assist with any carrier claim.

6. Title

6.1 Title to Goods does not pass until Controls Direct receives cleared payment of all amounts owing for those Goods. Until then, the Buyer must keep the Goods identifiable, protected and, so far as practicable, separate from other goods.

6.2 The Buyer may resell Goods in the ordinary course of business before title passes, but must hold the identifiable proceeds up to the unpaid amount for Controls Direct and pay them on request.

7. Cancellation and change-of-mind returns

7.1 An accepted order may be changed or cancelled only with Controls Direct’s written approval, except where the Buyer has a right under law. The Buyer must pay reasonable costs already and irreversibly committed for the order.

7.2 Controls Direct is not required to accept a change-of-mind return. If it agrees, the Goods must be current, unused, uninstalled, complete, undamaged and in unopened original packaging, and returned under a valid Return Authorisation within the period stated in that authorisation.

7.3 Approved change-of-mind returns may be subject to return freight and a reasonable restocking charge stated before authorisation, ordinarily 15% of the net product price. Special Order Goods, configured or programmed Goods, software licences, opened electrical/electronic products and obsolete or discontinued Goods are not returnable for change of mind unless Controls Direct agrees otherwise in writing.

7.4 Nothing in this clause applies to a return or remedy required by the ACL or other applicable law.

8. Warranty and defects

8.1 No single warranty period applies to every product. The applicable voluntary or Manufacturer warranty, if any, is the period and scope stated in the quotation, order acknowledgement, product documentation or written warranty schedule. If no express period is stated, the Buyer should obtain written confirmation before ordering; Controls Direct does not grant an additional voluntary warranty merely by supplying the Goods.

8.2 For Goods made by a third party, Controls Direct will pass through and reasonably assist the Buyer to obtain the benefit of the Manufacturer’s warranty to the extent it is available to Controls Direct. Manufacturer assessment, testing requirements and remedy may apply. This does not limit any obligation Controls Direct independently has under applicable law.

8.3 Unless the Contract expressly includes installation or on-site services, a voluntary parts warranty covers the affected component only. To the extent permitted by law, it does not cover diagnosis, labour, access equipment, travel, site attendance, removal, reinstallation, commissioning, system downtime or freight not accepted by Controls Direct in advance.

8.4 A voluntary warranty does not cover failure caused or contributed to by incorrect selection; unsuitable application; incorrect voltage, polarity, wiring, signal or configuration; unauthorised modification or repair; mechanical binding or overload; water, condensation, corrosion, contamination or environmental conditions outside specification; impact or mishandling; deficient maintenance; fair wear and tear; incompatible software or network conditions; external power quality; or removal, alteration or defacement of a serial number, date code or tracking label.

8.5 Installation need not be performed by a Manufacturer-certified contractor unless the applicable written product warranty or law expressly requires that status. It must always be performed by competent and appropriately licensed persons in accordance with clause 3.5. Controls Direct may request reasonable evidence of correct installation and commissioning when relevant to diagnosis.

8.6 The Buyer must notify Controls Direct promptly after discovering a suspected defect and follow the claim procedure in Schedule 1. Controls Direct may require testing and return of the Goods before deciding a claim. No advance replacement is required unless agreed in writing; an advance replacement may be invoiced and credited after the returned Goods are accepted as covered.

8.7 If returned Goods test correctly or the claim is outside warranty, Controls Direct may return the Goods at the Buyer’s cost and charge a reasonable, pre-disclosed assessment fee. No fee applies where prohibited by law.

9. Australian Consumer Law

9.1 Nothing in the Contract excludes, restricts or modifies a consumer guarantee, right, remedy or liability that cannot lawfully be excluded, restricted or modified.

9.2 Where the Buyer is a Consumer and Controls Direct gives a warranty against defects, the warranty is in addition to other rights and remedies under the ACL.

9.3 Where permitted by section 64A of the ACL, and the Goods are not goods ordinarily acquired for personal, domestic or household use or consumption, Controls Direct’s liability for failure to comply with an applicable consumer guarantee is limited, at Controls Direct’s option, to replacing the Goods, supplying equivalent Goods, repairing the Goods, paying the cost of replacement or equivalent Goods, or paying the cost of repair, unless it would not be fair or reasonable to rely on that limitation.

Australian Consumer Law—where applicable
The following notice applies only to the extent that the Buyer is a “consumer” under the Australian Consumer Law. These statutory rights are separate from, and may exceed, the applicable voluntary manufacturer or parts warranty.

Mandatory ACL notice for goods Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

10. Limitation of liability

10.1 Subject to clause 9 and to the maximum extent permitted by law, Controls Direct is not liable for indirect or consequential loss, loss of profit, revenue, opportunity, production, use, data, goodwill, anticipated savings, liquidated damages payable to another person, or business interruption arising from the Contract or Goods.

10.2 Subject to clause 9 and to the maximum extent permitted by law, Controls Direct’s aggregate liability arising from affected Goods is limited to the amount paid or payable for those affected Goods.

10.3 Clauses 10.1 and 10.2 do not apply to fraud or wilful misconduct by Controls Direct, personal injury or death caused by Controls Direct’s negligence, or any liability that cannot legally be limited. Each party must take reasonable steps to mitigate its loss.

11. Software, networks and data

11.1 Software, firmware, cloud services and licences supplied with Goods remain subject to the relevant licensor’s end-user or subscription terms. Unless expressly stated, software is licensed, not sold.

11.2 The Buyer is responsible for system backups, cybersecurity, access control, compatible networks and preservation of project data before installation, update, return or service of Goods. Controls Direct does not warrant that connected products are immune from cyber threats.

12. Compliance and restricted supply

12.1 The Buyer must comply with applicable sanctions, export controls, anti-bribery laws and restrictions on the use, transfer or resale of Goods. The Buyer must not supply Goods to a prohibited person, destination or end use.

12.2 Controls Direct may request reasonable end-user or end-use information and may refuse, suspend or cancel supply where reasonably necessary to comply with law, a regulator’s direction or a written Manufacturer/supplier restriction notified to the Buyer. Controls Direct will refund amounts paid for undelivered Goods, less lawful and reasonable committed costs, unless payment must be frozen or dealt with as required by law.

13. Privacy

13.1 Controls Direct may collect and use business contact, transaction, delivery and technical claim information to administer orders, credit, support, warranty, compliance and its business operations, in accordance with its privacy policy and applicable privacy law. The Buyer must ensure it is authorised to provide personal information about its personnel or end users.

14. Website use

14.1 The Controls Direct website and its content are provided for general product information and ordering convenience. Controls Direct uses reasonable care but does not warrant that the website will always be available, uninterrupted, error-free or current. Product availability, price and acceptance remain subject to clauses 1, 3, 4 and 5.

14.2 The website may contain links to third-party websites, documentation or services. Controls Direct does not control those services and is not responsible for their content, availability, security or privacy practices. A link does not constitute endorsement unless expressly stated.

14.3 The Buyer must not misuse the website, attempt unauthorised access, introduce malicious code, scrape content contrary to written permission, interfere with operation or use the website unlawfully. Controls Direct may suspend access where reasonably necessary to protect the website, other users or its legal rights.

14.4 To the maximum extent permitted by law, Controls Direct does not warrant that the website, its servers or electronic communications will be free from viruses or other harmful components. Users are responsible for reasonable cybersecurity controls. Nothing in this clause limits rights that cannot lawfully be excluded.

15. Disputes, governing law and general

15.1 A party claiming a dispute must give written details and both parties must first attempt in good faith to resolve it through nominated representatives. Either party may seek urgent relief or use a statutory complaint or tribunal process without completing this step where the law permits.

15.2 The Contract is governed by the laws of New South Wales, Australia, and the parties submit to the non-exclusive jurisdiction of its courts and tribunals.

15.3 If any provision is illegal, invalid or unenforceable, it is to be read down to the extent necessary and, if it cannot be read down, severed without affecting the remainder.

15.4 A failure or delay to exercise a right is not a waiver. Controls Direct may update these Terms for future orders by publishing or providing a revised version; the version accepted for an existing order continues to govern that order unless the parties agree otherwise.

15.5 Notices may be sent to the business or email address last notified by the recipient. A notice by email is received when it becomes capable of being retrieved, subject to evidence of delivery failure.