Terms Of Trade

Hydraulink Australia Pty Ltd

Standard Trading Terms And Conditions

QF33 – Standard Trading Terms and Conditions

HYDRAULINK AUSTRALIA PTY LTD

Standard Trading Terms and Conditions

Hydraulink Australia takes pride in the quality of its products and its services to customers.  Customers are requested to inform Hydraulink Australia if an order is incorrectly delivered or if there is dissatisfaction with the goods. 

As a part of our quality procedures, it is important that Hydraulink Australia and the customer agree on the terms on which business is to be transacted.  These terms and conditions are current for trading with Hydraulink Australia at the time of issue, however the terms and conditions may vary from time to time. 

1.    Interpretation

In these conditions unless the contrary intention appears:

“Additional Charges” includes all delivery, handling and storage charges, sales tax, goods and services tax, stamp duty, interest, legal and other costs of recovery of unpaid money and all other government imposts and all money, other than the Purchase Price, payable by the Customer to Hydraulink Australia arising out of the sale of the Goods.

“Customer” means the person to or for whom the Goods are to be supplied by Hydraulink Australia.

“Goods” means the goods sold to the Customer by Hydraulink Australia and includes any services provided by Hydraulink Australia to the Customer.

“Hydraulink Australia” means Hydraulink Australia Pty Limited, ACN 096 805 453. 

 “Purchase Price” means the list price for the goods as charged by Hydraulink Australia at the date of the delivery or such other price as may be agreed by Hydraulink Australia and the Customer prior to delivery of the Goods. 

 2.    Order for Goods

 2.1      An order given to Hydraulink Australia shall be binding on Hydraulink Australia and the Customer, if

(a)      a written acceptance is signed for or on behalf of Hydraulink Australia; or 

(b)      the Goods are supplied by Hydraulink Australia in accordance with the order. 

 2.2      An acceptance of the order by Hydraulink Australia is then to be an acceptance of these conditions of sale by Hydraulink Australia and the Customer and these conditions of sale will override any conditions contained in the Customer’s order.  Hydraulink Australia reserves the right to accept a part only of any order by notifying the Customer in writing or by delivering the Goods to the Customer.  No order shall be binding on Hydraulink Australia until accepted by it. 

 2.3      An order which has been accepted in whole or in part by Hydraulink Australia cannot be cancelled by the Customer without obtaining the prior written approval of Hydraulink Australia, which it may refuse in its absolute discretion. 

 3.    Warranties

 3.1      To the extent permissible by law, any claims to be made against Hydraulink Australia for short delivery of Goods must be lodged with Hydraulink Australia in writing within 7 days of the delivery date. 

3.2      To the extent permissible by law, unless the terms and warranties are included in these standard terms and conditions, all prior discussions, quotations, warranties and implied terms and warranties are excluded. 

 3.3      Hydraulink Australia’s liability in respect of a breach of a consumer guarantee or any express warranty provided by Hydraulink Australia for any service or Good not of a kind ordinarily acquired for personal, domestic or household use is limited to, to the extent permissible by law and at Hydraulink Australia’s option;

(a)    in relation to the Goods:

(i)    the replacement of the products or the supply of equivalent products;

(ii)   the repair of the products;

(iii)  the payment of the cost of replacing the products or of acquiring equivalent products; or

(iv)  the payment of the cost of having the products repaired.

(b)    in relation to the services:

(i)    the supply of the services again; or

(ii)   the payment of the cost of having the services supplied again.

 3.4      To the extent permitted by law, all other warranties whether implied or otherwise, not set out in these Terms and Conditions are excluded and Hydraulink Australia is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate the Customer for:

(a)    any increased costs or expenses;

(b)    any loss of profit, revenue, business, contracts or anticipated savings;

(c)     any loss or expense resulting from a claim by a third party; or

(d)    any damage or fault in performance arising out of incorrect or inappropriate operation of the Goods by the Customer or by the incorrect installation by a party other than Hydraulink Australia;

(e)    any special, indirect or consequential loss or damage of any nature whatsoever caused by the Hydraulink Australia’s failure to complete or delay in completing the order to deliver the Goods.

 3.5      Hydraulink Australia advises that Customers should not direct it to crimp connectors to hoses which have not been specifically designed to be used together, whether because they are from different manufacturers, not approved or have not been tested to ensure they are compatible for use with one another (known as a matched system).  Where the Customer requests Hydraulink Australia to crimp a connector to hose that is not specifically designed to be used with such connector, the Customer acknowledges and agrees that Hydraulink Australia excludes all warranty in relation to such hose and connector assembly and that the Customer must keep Hydraulink Australia indemnified against any claim arising from the failure of such hose or crimped connector.

 3.6     Hydraulink Australia warrants to the Customer that the Goods are new, are without defect, and conform to representations made by Hydraulink Australia and with any relevant Australian or international standard.

3.7    Hydraulink Australia may, at its sole discretion, request the Customer to return the faulty or failed Goods to Hydraulink Australia in which case, the Customer will return the Goods to Hydraulink Australia at its own cost. Hydraulink Australia may, at its sole discretion, reimburse the Customer for reasonable costs incurred in returning the faulty Goods upon the completion of Hydraulink Australia’s inspection of the Goods.

3.8    Warranty extends to Goods sold and used within Australia only.

3.9   The warranty obligation is valid for twelve (12) months from the date of delivery of the Goods or as otherwise agreed in writing by Hydraulink Australia and the Customer.

 4.    On-Sale

The Customer agrees that upon on-sale of any Goods to third parties it must not make any misrepresentations to third parties about the Goods.

 5.    Delivery

 5.1      The times quoted for delivery are estimates only and Hydraulink Australia accepts no liability for failure or delay in delivery of Goods.  The Customer is not relieved of any obligation to accept or pay for Goods by reason of any delay in delivery.  Goods may be delivered by instalments at the discretion of Hydraulink Australia. 

5.2      Risk in accepting the Goods shall pass on delivery to the Customer. 

5.3.     All delivery charges are payable in addition to the Purchase Price of the Goods. 

5.4.     Return of Goods, other than in the case of warranty or consumer guarantee claims, will not be accepted by Hydraulink Australia except by prior agreement in writing with Hydraulink Australia.  Any such Goods returned will be subject to a restocking charge of 15% of the Purchase Price of those Goods. 

6.    Price and Payment

6.1      Unless otherwise expressly agreed in writing, the Purchase Price of the Goods shall be that Purchase Price charged by Hydraulink Australia at the date of delivery plus any Additional Charges. 

6.2      If the Customer is in default, Hydraulink Australia may at its option withhold further deliveries or cancel a contract without prejudice to any of its existing rights. 

6.3      All payments are due within 30 days trading month end.  Interest is charged at the rate of 1.5% per month from the expiry of that period until the date payment is received by Hydraulink Australia.

6.4       A credit card surcharge will be applied to credit card payments for cash sales as follows:

(a)          Amex and Diners Club Cards – 3.6% surcharge on all transactions regardless of order value.

(b)          All other credit cards - 1.5% surcharge on orders greater than $5000.00.

6.5       A credit card surcharge will be applied to credit card payments for Payment of Account as follows:

(a)              Amex and Diners Club Cards – 3.6% surcharge per transaction.

(b)              All other credit cards - 1.5% surcharge per transaction.

7.    Retention of Title

7.1    Ownership, title and property of the Goods remains with Hydraulink Australia until payment in full for the Goods and all sums due and owing by the Customer to Hydraulink Australia on any account has been made.  Until the date of payment: 

(a)              the Customer has the right to sell the Goods in the ordinary course of business; 

(b)              until the Goods have been sold by the Customer in the ordinary course of the Customer’s business, the Customer holds the Goods as bailee for Hydraulink Australia; 

(c)               the Goods are always at the risk of the Customer. 

7.2    The Customer is be deemed to be in default immediately upon the happening of any of the following events: 

(a)              if any payment to Hydraulink Australia is not made promptly on the due date for payment; 

(b)              if the Customer is a company and:

(i)         an application is made or a resolution is passed for its winding up;

(ii)        a receiver is appointed or a provisional liquidator or official manager is appointed;

(iii)       it calls a meeting of its creditors pursuant to the Corporations Law; or 

(iv)       it proposes to enter into a deal or scheme of arrangement with its creditors; 

(c)              if the Customer is an individual and enters into a deed or scheme of arrangement with his or her creditors or otherwise commits an act of bankruptcy; 

(d)              if execution of an amount exceeding $1,000.00 is entered against the Customer; 

(e)              if the Customer ceases to carry on business or stops or suspends payment or states its intention of so doing or is unable to pay its debts as they fall due or if any cheque or bill of exchange drawn by the Customer payable to Hydraulink Australia shall be dishonoured.

7.3      In the event of a default by the Customer, then without prejudice to any other rights which Hydraulink Australia may have at law or here under: 

(a)          Hydraulink Australia or its agents may without notice to the Customer enter the Customer’s premises for the purposes of recovering the Goods. 

(b)          Hydraulink Australia may recover and resell the Goods; 

(c)           if the Goods cannot be distinguished from similar Goods which the Customer has or claims to have paid for in full, Hydraulink Australia may in its absolute discretion seize all Goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of Hydraulink Australia and the Customer may be ascertained.  Hydraulink Australia shall promptly return to the Customer any Goods the property of the Customer and Hydraulink Australia shall be in no way liable or responsible for any loss or damage to the Goods or for any loss, damage or destruction to the Customer’s business howsoever arising from the seizure of the Goods. 

8.      Personal Property Securities Act (Cth) 2009 (“PPSA”)

8.1      Defined terms in this clause have the same meaning as given to them in the PPSA.

8.2      Hydraulink Australia and the Customer acknowledge that these Terms and Conditions constitute a Security Agreement and gives rise to a Purchase Money Security Interest (PMSI) in favour of Hydraulink Australia over the Goods supplied or to be supplied to the Grantor pursuant to theses terms and Conditions.

8.3      The Goods supplied or to be supplied under these Terms and Conditions fall within the PPSA classification of ”Other Goods” acquired by the Customer pursuant to these Terms.

8.4      Hydraulink Australia and the Customer acknowledge that Hydraulink Australia, as Secured Party, is entitled to register its interest in the Goods supplied or to be supplied to Customer, as Grantor, under these Terms and Conditions on the PPSA Register as Collateral.

8.5      To the extent permissible at law, the Customer:

(a)    waives its 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 Customer, as Grantor, to Hydraulink Australia.

(b)    agrees to indemnify Hydraulink Australia on demand for all costs and expenses, including legal 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 Hydraulink Australia; and

(ii)       enforcement or attempted enforcement of any Security Interest granted to Hydraulink Australia by the Customer.

(c)     agrees that nothing in sections 130 to 143 of the PPSA will apply to these Terms or the Security under these Terms.

(d)    agrees to waive its 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 Collateral by the Secured Party under section 129;

(iv)      receive notice of disposal of Collateral under section 130;

(v)       receive a Statement of Account if there is no disposal under section 132(4);

(vi)      receive a Statement of Account under section 132(3)(d) 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.

9.    Goods and Services Tax

Goods and Services Tax (GST) will be shown separately in the account for the sale of the Goods and the provision for service.  The amount of GST payable in respect of the supply of the Goods is payable by the Customer.  The Customer must indemnify Hydraulink Australia in respect of GST paid and payable by Hydraulink Australia in respect of the supply of the product and of the service. 

 10.    Governing Law And Jurisdiction

10.1    This Agreement is governed by the laws of the state of New South Wales.

10.2   Each party irrevocably and unconditionally submits to the non exclusive jurisdiction of the Courts of New    South Wales and Courts entitled to hear appeals from those Courts.

11.  General

11.1  These standard trading conditions contain all of the terms and conditions of the contract between the parties and may only be varied by agreement in writing between the parties. 

 11.2  Any conditions found to be void, unenforceable or illegal may, to that extent be severed from the Agreement.

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