1. Definitions
In these Terms:
"Terms" means these Terms and Conditions of Sale;
"Customer" means a person, firm or corporation seeking to acquire Goods or Services from PPN, and if there is more than one, these Terms bind them jointly and each of them severally;
"Goods" means Goods supplied by PPN to the Customer;
"GST" means any consumption tax imposed by government, whether at point of supply or at some other specified occurrence, by whatever name, and includes (without limitation) a goods and services tax, a broad based consumption or indirect tax and value- added tax;
"Services" means services supplied by PPN to the Customer;
"PPN" means Process Plant Network Pty Ltd (ACN 094 147 341);
"Tax invoice" means a tax invoice which complies with the definition contained in section 29-70 of A New Tax System (Goods and Services Tax) Act 1999 or any amending legislation.
2. Basis of Contract
2.1 Unless otherwise agreed by PPN in writing, the Terms apply exclusively to every contract for the sale of Goods or Services by PPN to the Customer and cannot be varied or supplanted by any other terms or conditions.
2.2 Any written quotation provided by PPN to the Customer concerning the proposed supply of Goods or Services:
(a) is an invitation only to the Customer to place an order based upon that quotation; and
(b) is valid for 30 days, subject to prior sale to another customer; and
(c) may include additional terms that are not inconsistent with the Terms.
3. Pricing
3.1 Each amount, of whatever description, specified as payable by the Customer to PPN under any agreement is expressed net of GST and any other taxes, duties or imposts imposed on or in relation to the goods or services in Australia or overseas. In addition to the amount payable, the Customer must pay to PPN , on demand, the GST payable by PPN in respect of that amount plus any other taxes, duties or imposts payable by PPN.
3.2 The Customer must pay for all costs associated with the carriage and insurance of the Goods from PPN's nominated collection address unless otherwise agreed.
3.3 PPN reserves the right to vary its prices, without notice to the Customer, up to the time the final confirmation of the order is given by PPN.
3.4 Where there is a change in the costs incurred by PPN that are outside the control of PPN in relation to the Goods or Services, PPN may vary its price for the Goods or Services to take account of such change even after the final confirmation of order is given by PPN.
4. Payment
4.1 Payment in full for Goods or Services must be made prior to the removal of goods from PPN's nominated premises, unless otherwise agreed by the parties in writing.
5. Payment Default
5.1 Where payment in full is not received at the time of sale, and the Customer defaults in payment by the due date of any amount payable to PPN , then all money which would become payable by the Customer to PPN at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer, and PPN may, without prejudice to any other remedy available to it:-
(a) charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 plus 2 per cent for the period from the due date until the date of payment in full;
(b) charge the Customer for all expenses and costs (including legal costs on an indemnity basis) incurred by it resulting from the default, and in taking whatever action it deems appropriate to recover any sum due;
(c) cease or suspend for such period as PPN thinks fit, supply of any further Goods or Services to the Customer;
(d) by notice in writing to the Customer, terminate any contract with the Customer so far as unperformed by PPN ;
without effect on the accrued rights of PPN under any contract.
5.2 Clauses 4.1(c) and (d) may also be relied upon, at the option of PPN :
(a) where the Customer is an individual and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally; or
(b) where the Customer is a corporation and it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, provisional liquidator, administrator, receiver or receiver and manager appointed, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Customer.
6. Passing of Property
6.1 Until full payment in cleared funds is received by PPN for all Goods supplied by it to the Customer, as well as all other amounts owing to PPN by the Customer:-
(a) title and property in all Goods remain vested in PPN and do not pass to the Customer;
(b) the Customer must hold the Goods as fiduciary bailee and agent for PPN ;
(c) the Customer must keep the Goods separate from its Goods and maintain any labelling and packaging of PPN ;
(d) the Customer is required to hold the proceeds of any sale of the Goods or the proceeds of any manufacturing or construction process as relates to the Goods for or by the Customer or any third party, on trust for PPN in a separate account, however, the failure to do so will not affect the Customer's obligation to deal with the proceeds as trustee;
(e) PPN may, without notice, enter any premises where it suspects the Goods may be and remove them, notwithstanding that they may have been attached to other goods not the property of PPN, and for this purpose the Customer irrevocably licences PPN to enter such premises and also indemnifies PPN from and against all costs, claims, demands or actions by any party arising from such action.
7. Transport, Risk and Insurance
7.1 The Customer must organise carriage of the Goods from PPN's nominated premises within 7 days of purchase of the Goods.
7.2 The risk in the Goods and all insurance responsibility for theft, damage or otherwise in respect of the Goods will pass to the Customer immediately the Goods leaving PPN's premises, possession or control.
8. Performance of Contract
8.1 Any time or date for provision of Goods or Services stated by PPN is intended as an estimate only and is not a contractual commitment. PPN will use its best reasonable endeavours to meet any estimated dates for provision of the Goods or completion of Services.
9. Warranty and Disclaimers
9.1 PPN provides no warranty except as specifically stated in these Terms.
9.2 The Customer acknowledges that Goods purchased from PPN are not manufactured by PPN, nor custom built for the Customer's purpose.
9.3 The Customer is required to make its own assessment as to:
(a) the suitability and fitness for purpose of the Goods to its needs; and
(b) the condition of the Goods.
9.4 PPN recommends the Customer inspects Goods prior to purchase, either itself or through an agent. If the Customer declines inspection, it does so at its own risk.
9.5 PPN purchases Goods second hand and endeavours to supply the Customer all the information that is provided with the Goods. PPN provides no warranty as to the accuracy of the information contained in any literature accompanying the Goods.
9.6 Where goods are sold as scrap or for parts, PPN expressly excludes any liability pursuant to Occupational Health and Safety laws if the Customer subsequently uses the scrap or parts in the work place. The Customer indemnifies PPN against any loss or damage arising from the use of Goods sold as scrap, or for parts, in the workplace.
9.7 Where the Customer is not satisfied with the Goods, they may be returned within 7 days less any reasonable expenses incurred by PPN.
10. Liability
10.1 Except as specifically set out herein, any term, condition or warranty in respect of the quality, merchantability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Goods or Services, whether implied by statute, common law, trade usage, custom or otherwise, is hereby expressly excluded.
10.2 Replacement or repair of the Goods or resupply of the Services is the absolute limit of PPN's liability howsoever arising under or in connection with the description, quality, condition, performance, assembly, manufacture, design, merchantability or fitness for purpose of the Goods or Services or alternatively the sale, use of, storage or any other dealings with the Goods or service by the Customer or any third party.
10.3 PPN is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party.
10.4 PPN will not be liable for any loss or damage suffered by the Customer where PPN has failed to meet any provision date or cancels or suspends the supply of Goods or Services.
10.5 Nothing in the Terms is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the sale of goods or supply of services which cannot be excluded, restricted or modified.
11. Cancellation
11.1 If PPN is unable to effect delivery or provision of Goods or Services, then PPN may cancel the Customer's order (even if it has already been accepted) by notice in writing to the Customer.
11.2 No purported cancellation or suspension of an order or any part thereof by the Customer is binding on PPN after that order has been accepted by PPN.
12. Privacy
12.1 PPN is bound by the Privacy Amendment (Private Sector) Act 2000 and takes steps to ensure that all personal information obtained in connection with the Customer will be appropriately collected, stored, used, disclosed, transferred and destroyed in accordance with the National Privacy Principles.
12.2 PPN requires that the Customer comply with the National Privacy Principles in connection with any personal information supplied to it by PPN in connection with any agreement between the Customer and PPN.
13. Miscellaneous
13.1 The law of Victoria from time to time governs the Terms and the parties agree to the exclusive jurisdiction of the courts of Victoria, the Federal Court of Australia, and of courts entitled to hear appeals from those courts.
13.2 Failure by PPN to enforce any of these Terms shall not be construed as a waiver of its rights. |
