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 or Services to another party (“Buyer”).

  1. DEFINITIONS
    • 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.
    • 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.
    • Goods” means goods or services provided by the Company.
    • 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.
    • Terms and Conditions of Sale” means this document.
    • Trading Account Payment Terms” means Terms and Conditions combined with terms written in the Buyers “Authorised Dealers Agreement” document and including any amendments made by the Company.
    • 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

 

  1. PRICE OF THE GOODS
    • The “Price of the Goods” shall be the Company’s quoted price, or where no price has been quoted, that price that is listed in the Company’s published price list, 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.
    • All prices listed in the Company’s price list and/or website are exclusive of freight and insurance
    • The Company reserves the right to change prices without prior notice.
    • The Company reserves the right to accept or decline any order, in whole or in part.

 

  1. TERMS OF PAYMENT

 

 

  1. TITLE TO GOODS

 

 

  1. DELIVERY OF GOODS

 

 

  1. CANCELLATION & RETURNS

 

 

  1. WARRANTY
    • Full terms and conditions relating to warranty and the repair/refund procedure 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 - harrop.com.au
    • 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.
    • Harrop makes no representation as to fitness for purpose other than those purposes expressly disclosed in writing by Harrop to the Buyer.

 

  1. INTELLECTUAL PROPERTY

 

 

  1. DEFAULT BY THE BUYER

 

 

  1. ONLINE SALES
    • The Buyer agrees not to promote, advertise or market any Products, or otherwise offer for sale any of the Products on:
      1. any website other than websites that have been approved by Harrop in writing, with such approval to be in Harrop’s absolute discretion;
      2. 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.

 

  1. FORCE MAJEURE

 

 

  1. GENERAL

 

 

  1. LIMITATION OF LIABILITY.
    • 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.
    • 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.
    • 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.
    • 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

 

  1. PERSONAL PROPERTY SECURITIES ACT 2009 (PPSA)
    • Defined terms in this clause have the same meaning as given to them in the PPSA
    • 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.
    • 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.
    • 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.
    • To the extent permissible at law, the Buyer:
      • 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.
      • Agrees to indemnify The Company on demand for all costs and expenses on a solicitor/client basis associated with the
        1. Registration or amendment or discharge of any Financing Statement registered by or on behalf of The Company; and
        2. Enforcement or attempted enforcement of any Security Interest granted to The Company by the Buyer
      • 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;
      • Agrees to waive the right to do any of the following under the PPSA
        1. receive notice of removal of an Accession under section 95;
        2. receive notice of an intention to seize Collateral under section 123;
  1. receive notice of disposal of Collateral under section 130:
  2. receive notice a Statement of Account if there is no disposal under section 130(4);
  3. 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.
  1. reinstate the Security Agreement under section 143.

 

  1. GOVERNING LAW

 

 

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