Terms and Conditions

All orders are accepted by 10SOREX LLC are subject to the Terms and Conditions of Sale set out below:

1)  General Terms and Definitions

 Definitions:

  • Seller means 10SOREX LLC, the exclusive distributor of ELLENEX HOLDINGS Pty. Ltd. in North America, and any affiliated companies.
  • Manufacturer means ELLENEX HOLDINGS Pty. Ltd., the original equipment manufacturer of the Products.
  • Buyer means any person, body corporate or entity which purchases or orders the Products and/or Services from the Seller.
  • Products mean all goods described in any invoice issued by the Seller to the Buyer and supplied, or to be supplied, by the Seller to the Buyer.
  • Services mean all services or support described in any invoice issued by the Seller to the Buyer and provided, or to be provided, by the Seller or the Manufacturer for the Buyer.
  • These Terms means these terms and conditions for the supply of the Products and/or Services by the Seller to the Buyer as mentioned below or amended or varied within by the Seller. The Seller reserves the right to amend these terms and conditions at any time.

Acceptance: Any contract or order for Products or Services based on this or any other tender or quotation is only accepted subject to These Terms of sale which are to have full force and effect as if incorporated into the Buyer's order. Unless expressly accepted in writing by the Seller, any variations of, additions to or purported substitution for these Conditions of Sale in a Buyer's order or order form will be deemed to be inapplicable to the supply of Products and Services.

References to the "CATALOGUE" include printed, electronic, or online product listings, datasheets, brochures, websites, or other materials published by either the Seller (10SOREX LLC) or the Manufacturer (ELLENEX HOLDINGS Pty. Ltd.). Descriptions of the Products and Services in the Catalogue or otherwise communicated to the Buyer are approximate only. They shall not form any part of the contract with the Buyer. The Seller shall not be liable to the Buyer for any errors or omissions in its Catalogue. The advertising of Products and Services in the Catalogue is not an offer capable of acceptance; it merely constitutes an invitation by the Seller for the Buyer to make an offer.

Formation and Scope of Contract:

  • A Contract for the sale of the Products or Services by the Seller to the Buyer will be formed upon the acceptance by the Seller of an order (which needs to be communicated to the Buyer to be effective).
  • The Buyer acknowledges that These Terms will bind it.
  • Upon the formation of the contract, These Terms constitute the entire agreement between the Buyer and the Seller for the supply of the Products and Services. In the event of any inconsistency between These Terms and any other terms which may have accompanied the order, These Terms prevail to the extent of such inconsistency except in so far as the Seller expressly varies These Terms in writing.
  • These Terms and the current price list issued from time to time by the Seller supersede all terms and conditions of sale and price lists previously issued by the Seller.

2)  Ordering

The Seller reserves the right to decline to trade with any company or person and may decline to accept an order. The Seller will not substitute an ordered Product for another unless requested by the Buyer, or unless the Product has been superseded by the latest version. If the Buyer confirms telephone, fax, or internet orders, the confirmation must be marked 'confirmation only' to avoid duplication. If the Buyer orders the wrong Product or quantity, or duplicates orders, clause 11 will apply.

3)  Price and Payment

The price of Products is as set out in the latest version of the Seller’s price list that is current at the date of despatch of the Products or provision of the Services. Products which are not listed in the Catalogue will be sold at the prices set out in the relevant quotation issued by the Seller. The Seller reserves the right to change prices without prior notice at any time. The Seller’s sales department will reply by email or telephone to fully confirm that an order has been processed. Orders placed on account are subject to credit approval and verification. Unless otherwise expressly agreed in writing, the terms of payment shall be 100% with the purchase order. Credit terms, subject to satisfactory references and the Seller's absolute discretion, are available. If credit has been granted, the Buyer must pay within 30 days of the invoice date. All payments must be made without any set-off, deduction or counterclaim.

  • If any sum is not paid on the due date for payment, all sums then outstanding from the Buyer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date;
  • If no time or manner of payment is stipulated in the invoice, the Buyer must pay the purchase price for the Products and/or Services within 30 days from the date of invoice. If the purchase price for Products and Services is not paid in full by the due date, interest will accrue from day to day on the purchase price at the rate of 1.5% per month for any monies outstanding for the period between the due date for payment and the actual date payment is received by the Seller and may be capitalised by the Seller at monthly intervals and is payable upon demand. The Seller may without prejudice to its own rights, either suspend further deliveries, require payment in advance for all such deliveries or terminate any contract immediately by written notice to the Buyer;
  • The Buyer will be liable to pay all expenses and legal costs incurred by the Seller in relation to obtaining or seeking to obtain an appropriate remedy; and
  • We are pleased to accept most major credit cards, including MasterCard and VISA. If the Buyer makes default in any payment or goes into administration or a petition is presented for its winding up, or if any similar events occur then all monies owing and outstanding to the Seller on any account whatsoever and irrespective of whether the due date as per the Invoice of Account has occurred shall become immediately due and payable.

The Seller will invoice the Buyer upon delivery of the Products and/or Services provided. The Buyer must pay the purchase price of the Products and Services stated in the invoice. Payment must be made without set-off, counterclaim or deduction to the Seller as stated in the invoice.

Prices do not include GST unless otherwise stated. Prices for Products and/or Services to be supplied by an external supplier, including the Manufacturer, are based on pricing, freight, exchange rates, insurance, customs duties, and other importation costs quoted to the Seller at the time of the Buyer’s inquiry or order. All such prices are subject to change without notice.

If, prior to acceptance of an order or prior to delivery, the Manufacturer or any third-party supplier revises pricing or cost structures, or if there is a material change in associated costs, the Seller reserves the right to revise the quoted price accordingly. The Seller shall not be liable for any such changes or their effects, and no order shall be binding until formally accepted by the Seller in writing.

For overseas Buyers, any sales excise, value-added, or other tax, imposts or customs duty and charges must be paid by the Buyer, and the Buyer must not deduct any tax, imposts or duty from the price payable to the Seller.

4)  Delivery

The Products and Services shall be delivered to the Buyer at the premises of the Seller. If a Product is not in stock when the Buyer places the order, the Seller will provide the best estimate of when the Product will be available.

The Seller will make all reasonable efforts to have the Products delivered and Services provided to the Buyer on or before the date agreed between the parties as to the Delivery Date, but the Seller shall be under no liability whatsoever should delivery or the provision of Services not be made by this date.

The Seller may, at its option, deliver the Products by instalments, in which case each instalment will be deemed to be the subject of a separate contract governed by These Terms for which the Buyer must separately pay. Any time or date of delivery specified by the Seller is an estimate only as to when the Products may be available for delivery, and the Seller will not be liable in any way for failure or delay to deliver or for any loss or damage resulting directly or indirectly from any failure or delay in delivery of the Products irrespective of whether such failure or delay is negligent or within the Seller's control or otherwise. The Buyer must accept and pay for the Products and Services if and when tendered, notwithstanding any such failure or delay to deliver within the stated time, unless the Seller has given a guarantee in writing providing a stipulated penalty as liquidated damages for such failure to deliver within a stated time and the Buyer has suffered loss by the failure to deliver within that time.

If the Buyer's order requests delivery of the Products and Services to a particular destination and the Seller agrees to deliver to that destination, the Seller will, as agent for the Buyer, arrange for the delivery of the Products and Services to the Buyer at that destination at the cost of the Buyer.

The Buyer agrees to accept delivery of the Products and Services during normal business hours or at such other times as agreed between the Buyer and Seller.

The Seller reserves the right to withhold deliveries if:

  • The Seller in its sole discretion considers that the financial condition of the Buyer so warrants and that such action is advisable to protect the Seller's interest
  • The terms of payment for any Products and Services are not strictly adhered to by the Buyer.

The Seller shall not be liable for any other losses, damages or expenses.

Deliveries may be totally or partially suspended by the Seller during any period in which the Seller may be prevented or hindered from the delivery by the Seller's normal means of supply or delivery by a normal route through any circumstances outside its reasonable control, including but not limited to strikes, lockouts, raw material shortages, accidents or breakdowns of plant machinery.

5)  Title and Risk

Risk of loss or damage to the Products shall pass to the Buyer on delivery. Ownership of the Products shall not pass to the Buyer until all sums due to the Seller from the Buyer for those Products have been received by the Seller, and until that time the Seller shall be entitled to the immediate return of all Products if the Buyer is late in paying any sum to the Seller.

The Buyer assumes all risk of loss and damage to the Products and Services upon the delivery of the Products and Services by the Seller in accordance with delivery of the Products and/or Services by the Seller to the carrier:

  • Refrain from selling or encumbering the Products and/or Services
  • Hold the Products as bail for the Seller
  • Store, mark and keep appropriate records for the Products and Services so that they can at all times be identified and distinguished as the property of the Seller and in particular must refrain from mixing the Products and Services with any Products and Services owned by the Buyer or any other person.

6)  Buyers Representations and Acknowledgements

The Buyer acknowledges that:

  • Descriptions and specifications set out in the Seller’s price list are given for identification purposes only and are not descriptive of the quality of the Products and/or Services, and to the extent permitted by law, the Seller has not given any written undertaking or made any statement as to the quality of, or fitness for any purpose, of the Products and Services.
  • It is the Buyer’s responsibility to inform the Seller in writing of all requirements the Buyer has, including requirements consequent upon legislation and regulations relating to the end use of the Products and Services in the country or state of intended use, including all statutory or other like requirements relating to the marking, labelling and/or packaging of Products. Any failure by the Buyer to inform the Seller in writing of any such requirements will not entitle the Buyer to refuse to accept the Products and Services or pay the purchase price, nor will the Seller be liable in any way whatsoever. If the Products and Services fail to comply with any such requirements not disclosed in writing by the Buyer to the Seller prior to the formation of the contract governed by These Terms, then the Buyer will indemnify the Seller in full against any loss or damage suffered by the Seller however arising out of any failure to comply.
  • Unless any particular purpose for which the Buyer is acquiring the Products and Services is stated in writing prior to the formation of the contract governed by These Terms, the Buyer warrants it has not advised the Seller of any particular purpose.

7)  Liabilities

The Seller acts solely as the authorized distributor of Products manufactured by ELLENEX HOLDINGS Pty. Ltd. (“the Manufacturer”). The Seller does not design, manufacture, or test the Products. Accordingly, to the fullest extent permitted by law:

  • The Seller makes no warranties or representations, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.
  • The Seller shall not be liable for any claims, damages, or losses arising from or in connection with the design, performance, failure, or use of the Products, including but not limited to personal injury, property damage, loss of revenue, or any indirect, incidental, or consequential damages.

The Buyer acknowledges that all warranties, technical support, and remedies related to the Products are solely provided by the Manufacturer in accordance with its published policies. The Seller will, upon request, assist the Buyer in facilitating warranty claims or returns to the Manufacturer, but assumes no responsibility for Manufacturer decisions, turnaround times, or outcomes.

To the extent permitted by law, the Seller will not be liable for any claim whatsoever in respect of the Products or Services unless made in writing within seven (7) days of delivery. The Seller’s total liability, if any, shall be limited to the price paid for the affected Products.

The Buyer agrees to indemnify and hold harmless the Seller from and against all claims, damages, losses, liabilities, and expenses (including legal fees) arising out of or related to the Buyer’s use, resale, or modification of the Products.

8)  Warranties

The Products sold by the Seller are manufactured by ELLENEX HOLDINGS Pty. Ltd. (“the Manufacturer”). The Seller does not provide any warranties, express or implied, regarding the Products, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

For informational purposes only, the Manufacturer’s standard warranty policy is as follows:

“All Ellenex products come with a standard 1-year invoice date warranty from the date of invoice to cover manufacturing defects. You can purchase an extended warranty for up to 3 years.”
— Ellenex FAQ, ellenex.com/faq

The Seller does not assume any responsibility for the Manufacturer’s warranty terms, conditions, or enforcement. All warranty claims must be submitted directly to the Manufacturer in accordance with its established procedures. The Seller may, at its discretion, assist the Buyer in initiating and coordinating such claims but shall have no liability for Manufacturer decisions, processing timeframes, or warranty outcomes.

The Buyer acknowledges and agrees that:

  • The Seller does not provide any warranty coverage on behalf of the Manufacturer;
  • Any warranty repair, replacement, or refund is solely subject to the Manufacturer’s inspection and approval;
  • The Seller is not responsible for the availability of spare parts, software updates, or performance guarantees related to any Product;
  • The Buyer is solely responsible for determining the suitability of the Products for their intended application.

These disclaimers are in addition to, and not in substitution for, any limitations set forth in Section 7: Liabilities.

9)  Termination

Without prejudice to any of its other rights, powers, or remedies, the Seller may cancel any order for the delivery of Products and/or Services and terminate any contract governed by These Terms if:

  • Any payment due by the Buyer to the Seller is not made within the specified time;
  • The Buyer defaults under any of its obligations under These Terms;
  • The Buyer becomes insolvent, commits an act of bankruptcy, or—being a company—a receiver, receiver and manager, or administrator is appointed, a mortgagee takes possession of the Buyer’s assets or business, an application is made to appoint a liquidator or to wind up the company, or the Buyer enters into a scheme of arrangement with its creditors.

Upon such termination, the Seller shall be released from all liability under the contract, and all outstanding payments for delivered Products and/or Services shall become immediately due and payable by the Buyer.

10)  Governing Law

These Terms shall be governed by and interpreted in accordance with the laws of the State of California, United States, without regard to its conflict of laws principles.

The contract between the Seller and the Buyer as applicable to each Buyer order shall be governed by and interpreted in accordance with California law. The Buyer irrevocably submits to the non-exclusive jurisdiction of the courts of California, provided that the Seller may enforce any judgment or seek injunctive or other equitable relief in any court of competent jurisdiction.

11)  Cancellations and Returns

The Seller reserves the right to charge the Buyer a cancellation fee of a minimum of 30% for cancellation or rescission by the Buyer at any time of any contract or order based on any tender or quotation. Where specifically identifiable costs in excess of 30% have been incurred by the Seller in performing any said contract or order, the cancellation fee will equal the value of such costs.

The Buyer may not cancel orders once accepted by the Seller. The Seller may allow an order to be cancelled at its sole discretion, subject to the Seller recovering from the Buyer all costs incurred. The Buyer may only return Products to the Seller for a change of mind or for incorrect ordering, and receive a credit or refund, on the following conditions:

  • The Buyer must contact the Seller in advance and obtain prior written consent and a returns number (to be quoted on all returned paperwork);
  • Return must be made within 30 days of the date of delivery. Products must be returned to the Seller in their original packaging, unused, and in a condition which will enable them to be immediately fit for re-sale;
  • Products must be adequately packed and dispatched freight prepaid, clearly labelled, to the closest 10SOREX Sales Department.

Products accepted for return will be credited at invoice value. The Seller reserves the right to apply a handling charge of 30% or more of the invoice value.

This returns policy excludes software, DVDs, calibrated Products, scheduled orders, custom-made Products, and production packaging format Products. The Seller will accept the return of such products only at its sole discretion.

12)  Services

The Seller may offer software integration, calibration coordination, or support facilitation in respect of the Products. Where such services are offered, they are subject to availability and the Manufacturer’s or authorized service provider’s capabilities.

The Seller may quote a turnaround time target for these services but shall be under no liability if it fails to comply with such a target. The conditions which apply to each of the services are as follows:

Repairs: The Seller does not perform direct product repairs. The Seller may, at its discretion, facilitate the return of a Product to the Manufacturer or its authorized service center for assessment and repair. Repairs are subject to the availability of parts and the Manufacturer’s warranty terms and service policies. Any Buyer-generated software returned with a Product will be erased, and the Seller shall not be under any liability whatsoever in respect of any data contained in such software.

Calibration: Where the Manufacturer or its certified lab offers calibration, the Seller may coordinate calibration services. These may include verification of the Product against published specifications using traceable standards. If more than minor adjustments are required during calibration, the Seller will notify the Buyer and coordinate repair or replacement options as appropriate. The cost of repair or recalibration shall be the Buyer’s responsibility unless covered by the Manufacturer’s warranty.

Advice, Assistance, and Installation: Any advice, recommendation, information, assistance, or service provided by the Seller, its employees, or representatives in relation to the Products or their use or application is given in good faith and is believed to be reliable. However, such advice is provided without liability or warranty on the part of the Seller. It is the Buyer’s responsibility to determine the suitability of any Product for the intended use.

Installation of Products: If the Seller undertakes installation of equipment, the Seller shall install and place it in operating condition using standard procedures, contingent on access and readiness of the Buyer’s site. The Seller is not obligated to install equipment unless such service is explicitly included in the order and confirmed in writing.

13)  Product and Availability Information

The Seller reserves the right to discontinue any Product or to change its design, specifications, or availability at any time without prior notice. The Seller shall not be liable for any loss or damage resulting from such discontinuation or modification.

Unless otherwise confirmed in writing by the Seller, nothing in the Catalogue or any marketing materials shall be construed as a representation or guarantee of the source, origin, or production location of any Product or any part thereof.

Product availability is subject to change and may be limited by factors including but not limited to Manufacturer production schedules, regulatory constraints, import/export restrictions, or supply chain disruptions. The Seller will make reasonable efforts to inform the Buyer of any known or anticipated delays in availability.

14)  Force Majeure

A force majeure event is any circumstance beyond the reasonable control of the Seller, including but not limited to natural disasters, strikes, lockouts, labor disputes, pandemics, civil unrest, war, terrorism, embargoes, transportation delays, raw material shortages, regulatory changes, utility outages, or the unavailability or failure of suppliers, including the Manufacturer.

If the Seller is prevented or delayed from fulfilling its obligations under These Terms by reason of any force majeure event, the Seller shall be relieved of those obligations during the period such event continues and shall not be liable for any delay and/or failure in performance during such period.

If the force majeure event continues for a period longer than fourteen (14) days, the Seller may cancel the affected order(s) or terminate the relevant portion of These Terms without liability.

15)  Privacy and Buyer Information

The Seller respects the privacy of the Buyer and any individuals acting on the Buyer’s behalf. The Seller will handle all Buyer information in accordance with applicable data privacy and protection laws in the United States, including the California Consumer Privacy Act (CCPA), where applicable. The terms of the Seller’s Privacy Policy are hereby incorporated into these Terms. In the event of any inconsistency between these Terms and the Privacy Policy, these Terms shall prevail to the extent permitted by law. The Seller may use the Buyer’s contact information, including email addresses and phone numbers, to provide order updates, support communication, and product-related notices. The Seller may also send the Buyer marketing and promotional materials relating to Products or Services that may be of interest. The Buyer may opt out of marketing communications at any time by notifying the Seller. The Buyer consents to the Seller disclosing Buyer-related information to affiliated entities, logistics providers, service partners, and the Manufacturer for order fulfillment, warranty claims, market research, or other business purposes related to the Seller’s operations. The Seller shall not sell or rent Buyer data to third parties.

16  Intellectual Property

Software License: Software furnished to the Buyer as part of a service or under a license for use on a single account may be copied (with the inclusion of the Manufacturer’s or Seller’s copyright notice) only for use in that account, unless otherwise agreed in writing by the Seller. The Buyer agrees to ensure that no unauthorized copies are made of any Software provided by the Seller or the Manufacturer. The Buyer shall take all reasonable precautions to safeguard the Software, including securing confidentiality agreements from its employees or any third parties who may access it. All intellectual property rights in the Manufacturer’s software platform—including any customized, rebranded, or co-branded versions operated under the Buyer’s account—remain solely the property of ELLENEX HOLDINGS Pty. Ltd., unless otherwise agreed in writing by a duly authorized representative of the Manufacturer.

Patents: To the best of the Seller’s knowledge, the Products and/or Services sold to the Buyer do not infringe any third-party patent, trademark, registered design, or copyright. The Seller shall not be liable for any infringement claims arising from the sale or use of the Products or Services.

Rights in the Catalogue, Spec Sheets, and Digital Content: The Buyer acknowledges that all intellectual property rights in the Catalogue, product specifications, data sheets, flyers, manuals, and digital content belong to the Manufacturer or its licensors. No part may be reproduced or modified without prior written consent.

Rebranding and Modification: Any alteration to the Product's shape, configuration, labels, or packaging—including whole or partial reproduction for resale or private label purposes—without prior written authorization from the Manufacturer is strictly prohibited.

17)  Waiver or Alteration

No waiver or alteration of These Terms will be binding upon the Seller unless a duly authorized officer of the Seller agrees in writing.

18)  General Terms and Definitions

Any notice from one party to the other must be in writing and delivered personally, sent by prepaid post, or transmitted by facsimile or email to that party’s address, email address, or facsimile number as set out in the invoice, order form, or otherwise communicated. If mailed, the notice will be deemed delivered on the expiration of two business days after posting. If emailed, it will be deemed received within two (2) hours of transmission. If faxed, it will be deemed received upon confirmation of dispatch if transmitted on a working day, or otherwise at 9:00 a.m. on the next working day.