HARROP

TERMS AND CONDITIONS OF SALE

These are the Terms and Conditions upon which Harrop Engineering Pty Ltd - ABN: 87 134 196 080 (“Company”) sells and quotes for the supply of Goods and/or Services to another party (“Buyer”).

1. DEFINITIONS
   • 1.1 “Conditions” means the terms and conditions of sale and service set out in this document and any special conditions agreed in writing by the Company;
   • 1.2 “Confidential Information” means any information of the Company which is confidential or secret and which pertains to the dealings, transactions, finances or affairs of the Company or the Buyers or clients of the Company and which information is not in the public domain other than as a result of a breach by another party of its obligations of confidentiality under these terms and includes the Intellectual Property;
   • 1.3 “Goods” means all product or services provided by the Company;
   • 1.4 “Intellectual Property” includes all know-how, business methods, systems, procedures, databases, drawings, plans, processes, formulae, artwork, designs, logos, technology and records owned by the Company and all patents, copyright, designs, trade marks (whether or not registered), business and Company names, domain names, Confidential Information and trade secrets owned by the Company;
   • 1.5 “Terms and Conditions of Sale” means this document;
   • 1.6 “Third Party Product” means any non-Harrop manufactured Product, including Ancillary Parts, supplied to the Customer and having its own manufacturer’s warranty;
   • 1.7 “Warranty Policy” means the document that details the Company’s warranty conditions in addition to any other rights and remedies available to the Customer under the law and can be found on the Company’s website

 

2. PRICE OF THE GOODS
   • 2.1 The “Price of the Goods” shall be the Company’s quoted price, or where no price has been quoted, that price that is listed on the Company’s website current at the date of dispatch of any order. All prices quoted are valid for 14 days only, or upon earlier acceptance by the Buyer, after which time the company may alter them.
   • 2.2 All prices listed in the Company’s price list and/or website are exclusive of freight and insurance
   • 2.3 The Company reserves the right to change prices without prior notice.
   • 2.4 The Company reserves the right to accept or decline any order, in whole or in part.

 

3. TERMS OF PAYMENT
   • 3.1 Subject to any special terms agreed to in writing between the Buyer and the Company, the Company shall be entitled to invoice the Buyer for the price of the Goods at any time after the Company receives confirmation of order from the Buyer.
   • 3.2 If the Buyer and the Company have agreed to establish a trading account for the Buyer, then the account must be paid within 30 days from the end of the previous trading month. The Company reserves the right to change credit terms at any time, for any reason, without prior notice.
   • 3.3 If the Buyer does not have a trading account, payments are accepted by cash, direct debit, credit card or cheque. All payments must be cleared and the account be paid in full before goods are dispatched or collected.
   • 3.4 The Company reserves the right to recover from the Buyer all costs and charges and expenses however incurred in collecting payment of any overdue amount.
   • 3.5 The Company reserves the right to charge a processing fee on credit card and debit card payments (currently 1.0%). The rate charged will be subject to change without notice.

 

4. TITLE TO GOODS
   • 4.1 The legal and equitable title to and property of the Goods will not pass until the Buyer has paid all monies owed to the Company on any account whatsoever. Payment shall not be taken to occur until all cheques tendered in discharge of the sums owing to the Company have been presented and cleared in full.
   • 4.2 Risk in the Goods passes to the Buyer when they are delivered to the Buyer
   • 4.3 The Company reserves the right to enter upon any premises for the purpose of repossessing the Goods and without prejudice to any other rights of recovery available.
   • 4.4 Until the Buyer has paid all monies owed to the Company on any account whatsoever, the relationship of the Buyer to the Company shall be fiduciary in respect of the Goods and accordingly.
   • 4.5 The Buyer shall store the Goods in such a way that they can be recognised as property of the Company.

 

5. DELIVERY OF GOODS
   • 5.1 The Company will choose a freight provider of their choice unless otherwise specified by the Buyer. The Company holds no responsibility or risk for damage or loss of freight by any external freight provider. Freight insurance is available at additional cost, which can be specified at time of order.
   • 5.2 Any delivery times advised by the Company to the Buyer are estimates only, and the Company shall not be liable to the Buyer or any other parties for late delivery or non-delivery.
   • 5.3 No delay in delivery or dispatch of the Goods shall relieve the Buyer of its obligations to accept or pay for the Goods.
   • 5.4 The Company reserves the right to deliver by portion and delivery by portion shall not entitle the Buyer to repudiate the Contract.
   • 5.5 Delivery will be taken to have occurred when the Goods are dispatched from the Company's premises or (where Goods are collected from the Company) upon collection by the Buyer or the Buyer's agent.
   • 5.6 Although every care is given that all products on offer are in stock, it is unfortunate that some may be out of stock from time to time, in which HARROP holds no liability.
   • 5.7 Whilst Harrop staff will make every effort to ship goods same day on request. We cannot guarantee orders processed after 12PM will be shipped same day.

 

6. CANCELLATION & RETURNS
   • 6.1 No order may be cancelled by the Buyer except with the consent in writing of the Company and on the condition that the Buyer will indemnify the Company against any losses resulting from such cancellation.
   • 6.2 The following Goods cannot be returned for credit or refund:
     • i. Goods made to order or to the Buyer’s specifications;
     • ii. Goods received more than 14 calendar days after date of initial delivery and without fault;
     • iii. Goods not in saleable condition;
     • iv. Goods that do not comply to the Consumer Guarantee as specified by Australian Consumer Laws.
• 6.3 If it is agreed that the Goods are to be returned:
  • 6.3.1 The Buyer must obtain a Goods Return Authority from the Company before returning the Goods;
  • 6.3.2 The Buyer will be responsible for all costs of delivering the Goods to the Company or any other location specified by the Company from time to time;
  • 6.3.3 The Company reserves the right to charge a handling and restocking fee of up to 15% of the invoiced value of the Goods returned for credit. If the Goods are being returned under Warranty then no restocking fee will apply.

 

7. WARRANTY
   • 7.1 Full terms and conditions relating to warranty are detailed on the Warranty Policy, which is available from the Company in writing upon request and can be found on the Company’s website – www.harrop.com.au
   • 7.2 Apart from the details listed on the Warranty Policy, The Company makes no other warranty to the Buyer, with respect to any Goods purchased hereunder, to the extent permitted by law.
   • 7.3 Warranty relating to Third Party Products lie with the original manufacturer.
   • 7.4 Engineering advancements, changes in design or performance improvements of the Goods does not constitute a reason for warranty return or replacement.
   • 7.5 Harrop makes no representation as to fitness for purpose other than those purposes expressly disclosed in writing by Harrop to the Buyer.

 

8. INTELLECTUAL PROPERTY
• 8.1 The Buyer agrees:
  • 8.1.1 not to cause or permit or assist or allow others to cause or permit anything which may damage or endanger the Intellectual Property or other property of the Company or the Company’s title to it;
  • 8.1.2 to notify the Company of any suspected infringement of the Intellectual Property or other property of the Company;
  • 8.1.3 to take such reasonable action as the Company may direct at the expense of the Company in relation to such infringement;
  • 8.1.4 to affix such notices to the Goods or its packaging or advertising associated with the Goods as the Company may direct;
  • 8.1.5 to compensate the Company for any use by the Buyer of the Intellectual Property or other property otherwise than in accordance with these terms;
  • 8.1.6 to indemnify the Company against any liability incurred to third parties for any use of the Intellectual Property otherwise than in accordance with these terms;
  • 8.1.7 not to tamper with any markings or name plates or other indication of the source of origin of the Goods which may be placed on the Goods or on the packaging of the Goods;
  • 8.1.8 not to register or use any name or mark similar to or capable of being confused with the trade name or any name mark or designation of the Company or the Goods;
  • 8.1.9 not to use any trade name, other name, logo, device or mark which the Company uses or has used in connection with the Goods or any derivation of any of them in its trading or corporate name or business activities.

 

9. DEFAULT BY THE BUYER
   • 9.1 In the event of any default by the Buyer, the Company may at its discretion suspend deliveries or cancel any order so far as it remains unperformed without prejudice to its rights thereunder. If, despite any default by Buyer, the company elects to continue to make shipments, these actions shall not constitute a waiver of any default by Buyer or in any way affect the Company’s legal remedies as a result of any such default.
   • 9.2 If the Buyer commits any act of bankruptcy or enters into liquidation whether voluntary or involuntary, becomes insolvent, or is otherwise unable to meet its obligations as they come due, any such event shall be deemed a material default hereunder, entitling the Company to case performance under this order and to avail itself of all legal and equitable remedies it may have against the Buyer.
   • 9.3 The occurrence of any such default shall in no way prejudice the rights of the Company to recover any amount due for goods previously supplied to the Buyer.

 

10. ONLINE SALES
    • 10.1 The Buyer agrees not to promote, advertise or market any Products, or otherwise offer for sale any of the Products on:
      • i. any website other than websites that have been approved by Harrop in writing, with such approval to be in Harrop’s absolute discretion;
      • ii. third party shopping websites, including but not limited to amazon.com.au, ebay.com.au, myshopping.com.au, trademe.co.nz, shopping.com, shopbot.com.au, graysonline.com.au, gumtree.com.au, facebook.com (or any affiliated sites) or any general internet retail businesses or social media websites.

 

11. FORCE MAJEURE
    • 11.1 In the event that the Company is prevented from carrying out its obligations under a contract for sale as a result of any cause beyond its control, such as but not limited to Acts of God, War, Strikes, Lock-outs, Flood and Failure of Third Parties to deliver goods, the Buyer shall be relieved of its obligations and liabilities under such contract for sale for as long as such fulfilment is prevented.

 

12. GENERAL
    • 12.1 This document supersedes all previous Terms and Conditions of Sale documents and is subject to review without notice.
    • 12.2 Any contract shall in all respects be construed and operate as an Australian contract, and in conformity with Australian law.
    • 12.3 If any part of these terms and conditions that is not fundamental is found to be illegal or unenforceable, such finding will not affect the validity or enforceability of the remainder of these terms and conditions.
    • 12.4 Current Terms and Conditions of Sale are available from the Company in writing upon request and can be found on the Company’s website - www.harrop.com.au

 

13. LIMITATION OF LIABILITY.
    • 13.1 To the extent permitted by law, in no event shall the Company be liable for incidental, consequential, indirect or special damages including without limitation, lost business profits or revenue. Direct damages shall be limited to an amount not to exceed the lesser of the amount on the face of the order.
    • 13.2 The limitation as set out in clause 11.1 is a critical element of the parties bargained-for-consideration and will be effective even if the Company is informed in advance of the possibility of such damages.
    • 13.3 To the extent permitted by law, Harrop's liability under these Terms and Conditions of Sale for a breach of a failure to comply with a Consumer Guarantee relating to the supply of Products is limited to the replacement of the relevant Products.
    • 13.4 Notwithstanding clause 13.3, Harrop will not be liable for a defect in the Products or a part of them to the extent that the failure is contributed to by the negligence of a third party or the Buyer of any of its obligations under this Agreement

 

14. PERSONAL PROPERTY SECURITIES ACT 2009 (PPSA)
    • 14.1 Defined terms in this clause have the same meaning as given to them in the PPSA
    • 14.2 The Company and the Buyer acknowledge that these Terms and Conditions constitute a Security agreement and gives rise to a Purchase Money Security Interest (PMSI) in favour of The Company over the goods supplied or to be supplied to the Buyer as the Guarantor pursuant to the Terms and Conditions.
    • 14.3 The Goods supplied or to be supplied under these Terms and Conditions fall within the PPSA classification of “Other Goods” acquired by the Buyer pursuant to these Terms and Conditions.
    • 14.4 The Company and the Buyer acknowledge that The Company, as the secured party is entitled to register its interest in the Goods supplied or to be supplied to the Buyer as Guarantor under the Terms and Conditions on the PPSA Register as Collateral.
    • 14.5 To the extent permissible at law, the Buyer:
      • 14.5.1 Waives the right to receive notification of or a copy of any Verification statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted by the, as Guarantor, to The Company.
      • 14.5.2 Agrees to indemnify The Company on demand for all costs and expenses on a solicitor/client basis associated with the
        • i. Registration or amendment or discharge of any Financing Statement registered by or on behalf of The Company; and
        • ii. Enforcement or attempted enforcement of any Security Interest granted to The Company by the Buyer
      • 14.53 Agrees that nothing in sections 130 and 143 of the PPSA will apply to the Terms and Conditions or the Security under the Terms and Conditions;
      • 14.54 Agrees to waive the right to do any of the following under the PPSA
        • i. receive notice of removal of an Accession under section 95;
        • ii. receive notice of an intention to seize Collateral under section 123;
        • iii. object to the purchase of the Secured party under section 129;
        • iv. receive notice of disposal of Collateral under section 130:
        • v. receive notice a Statement of Account if there is no disposal under section 130(4);
        • vi. receive a Statement of Account under section 132(3) following a disposal showing the amounts paid to other Secured Parties and whether Security Interests held by other Secured Parties have been discharged.
        • vii. receive notice of retention of Collateral under section 135:
        • viii. redeem the Collateral under section 142; and
        • ix. reinstate the Security Agreement under section 143.

 

15. GOVERNING LAW
    • 15.1 These Terms and Conditions of Sale will be governed by the laws applicable in the state of Victoria, Australia and both the Company and the Buyer submit to the jurisdiction of the courts of that state and any courts competent to hear appeals from those courts.

 

16. APPLICATION OF CONSUMER LAWS
    • 16.1 The benefits of this Warranty are in addition to any other rights and remedies available to the Customer under the law.
    • 16.2 Nothing in this Warranty is intended to have the effect of contracting out of any applicable provision of the Australian Consumer Law, except to the extent permitted by those Acts.
    • 16.3 The Australian Consumer Law requires the inclusion of the following statement in any warranty in respect of goods and services supplied to a consumer as defined under the Australian Consumer Law:

     

    “Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

    • to cancel your service contract with us; and
    • to a refund for the unused portion, or to compensation for its reduced value.

     

    You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done you are entitled to a refund for the goods and to cancel the contract for the service and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or service.“