Terms of service

 

  1. GENERAL

1.1 In these Terms and Conditions the following definitions shall apply:

"Company" means WesTern PlanT SoluTions a registered entity of One Life Industries Pty Ltd.

 "Contract" means the agreement resulting from acceptance by the Company of the Purchaser's order.

"Order" means the order made by the Purchaser on the Company.

"Purchaser" means the person named as such on the face hereof and includes its heirs, executors, legal representatives and administrators and permitted assigns and in the case of a body corporate includes its successors and permitted assigns.

"Products" means the goods, materials plant or machinery to be sold, supplied and/or manufactured hereunder, or the services to be performed by the Company.

"Terms and Conditions" means the terms and conditions set out below and any specific conditions printed or typed on the face the Company's quotation. In any case of conflict between the terms and conditions set out below and any such specific conditions the latter shall prevail, provided always that any reference to the Purchaser's own terms and conditions shall not constitute acceptance of those terms and conditions.

1.2 Unless otherwise agreed in writing by a Director or authorised representative of the Company, the Company does business only on these Terms and Conditions and any Purchaser who offers to purchase Products or services or both from the Company or accepts quotations submitted by the Company (whether expressly or by presentation of an Order or similar offer to purchase), shall be deemed to accept these Terms and Conditions to the exclusion of all others including any terms and conditions contained in the Purchaser's own purchase order or included therein by express reference.

  1. QUOTATION

All written quotations are liable to change until acceptance by the Company of an order and are void after 30 days unless extended in writing by the Company. Verbal quotations are liable to change until acceptance by the Company of an Order. Typographical and clerical errors are subject to correction.

  1. ACCEPTANCE OF ORDERS

All orders received are subject to acceptance by the Company without acknowledgement, should the Company NOT accept the Purchaser's Order for any reason, the Purchaser will be notified in writing within 14 days. The return by the Company of the Purchaser's Order acknowledgement shall not imply acceptance of the Purchaser's conditions of purchase.

  1. TERMS OF PAYMENT

4.1    The terms of payment shall be net cash on delivery except when the Purchaser possesses a current credit account with the Company in which case the terms of payment shall be net cash free of exchange by the 30th day of the month following that month during which goods are delivered or are ready for delivery. These terms apply to partial as well as complete deliveries and to deliveries delayed at the request of the Purchaser.

4.2    Non-payment of the account, by the due date, will entitle the Company to refuse to delivery further goods and/or services.

4.3    Should the Purchaser default in the payment of monies due under this agreement then all monies due to the Company shall immediately become due and payable and shall be paid by the Purchaser within seven (7) days of the date of demand and the Company shall be entitled to charge interest.

4.4    Interest will be paid by the Purchaser on any amount in arrears from the date for payment until payment at the then prevailing bank overdraft rate of the Company's Bankers save where the agreement would (but for this provision) constitute a regulated loan contract under the provisions of the Credit Act (WA) in which event the annual percentage rate shall be 1% less than the rates specified in Section 30 of the Credit Act or any amendment thereof from time to time.

4.5    Any expenses, costs or disbursements incurred by the Company in recovering any outstanding monies including debt collection agency fees and solicitor’s costs shall be paid by the Purchaser, providing that those fees do not exceed the scale charges as charged by that debt collection agency/solicitor and in any event the commission is not to exceed 18% of the debt value, plus out of pocket expenses.

  1. PRICE VARIATION

Except when otherwise expressly stated in the Company's quotation all prices quoted or accepted are based on the cost of labour, materials, transport, essential services, tariffs, duties, exchange and other costs and statutory obligations ruling at the date of reference. Any changes in these costs between the date of reference and the date of invoice will be to the Purchaser's account and the purchase price shall be varied on the following basis.

(a)     Products manufactured by the Company will be varied directly to reflect the Company standard price list in effect at the time of Order.

(b)     Products manufactured by other VENDORS will be varied directly to reflect the VENDOR'S price in effect at the time of delivery to the Company.

For the purpose of this clause, the "date of reference" shall be the date of the quotation unless stated otherwise.

  1. GST AND CUSTOMS DUTY

Unless otherwise indicated prices quoted do not include any GST, customs duty Government dues or impost of any kind and if applicable, are to the Purchaser's account. The acceptance by the Company of any of the Purchaser's documents claiming exemption from such taxes, duties, dues or imposts shall not exonerate the Purchaser from liability to pay any charge subsequently imposed.

  1. PACKING

The Company does not charge for its normal packing and no credit or deduction will be allowed if packing is not required by the Purchaser. When applicable, the Purchaser will be charged for export or other special packing required but not specified by the Purchaser at the time of quotation or order acceptance.

  1. DELIVERY

Prices quoted or accepted are "ex works" and delivery is made “ex works” or “ex warehouse”, at which time all risk passes to the purchaser.

  1. DELIVERY PERIOD

The times within which the Company may advise the Purchaser that it will make delivery of his Order shall be regarded as its best estimates, but will not be guaranteed and may be subject to extension to cover delays caused by Government priorities, strikes, lockouts breakdowns, delays in transport, fire, late delivery of raw material or components, or other causes beyond the control of the Company and no responsibility will be accepted for the consequences of such delays. The Company may make delivery of and invoice any Order either as a whole or progressively and to effect delivery at any time within the period advised by it for delivery of the Order. In the event of the Purchaser requesting the Company to delay delivery or failing to give the Company adequate delivery instructions, the Company may invoice the Purchaser and store the goods at the Purchaser's risk and expense.

  1. LATE DELIVERY PENALTY

Where the Company has agreed in writing to accept a penalty for late delivery, the delivery quoted will date from acceptance of the Purchaser's Order or from receipt of the Purchaser's technical data and drawings or from receipt of the Purchaser's approval of the Company's working drawings whichever is the later.

  1. INSURANCE

Insurance cover is the responsibility of the Purchaser and all goods will be at his risk from the point of delivery onwards, the Company will not be responsible for any loss or damage occurring after the point of delivery and will only arrange insurance upon written instructions from the Purchaser and at the cost of the Purchaser. For the purposes of this clause, the point of delivery at which the responsibility passes from the Company to the Purchaser shall be as commonly accepted by the Insurance Industry.

  1. CHANGES AND CANCELLATION

No variation or alleged cancellation of this Contract shall be of any force or effect until reduced to writing and signed by the Company. No failure by the Company to enforce any of its rights promptly will give rise to a claim by the Purchaser that the Company is prevented from enforcing any of its rights thereafter. In the event of a change or a cancellation, the Purchaser shall reimburse the Company for all costs and expenses of all work and commitments rendered unnecessary by such change or cancellation.

 13 WARRANTIES

The warranties set out herein are except as otherwise provided by State or Federal Law, the only warranties which apply in respect of goods supplied by the Company.

13.1 Warranty: New Products:

If within a period of six months from the date of delivery to the Purchaser or 1,000 hours from commencement of service whichever is the sooner, any new product sold by the Company is found to be defective in materials or workmanship or does not conform to any applicable drawings and specification approved by the Company the Company will at its option either repair or provide a replacement part or product provided that:

(a)     The Purchaser has given written notice to the Company of any alleged defect within the warranty period specified above and

(b)     The Purchaser has provided the Company a reasonable opportunity to perform all appropriate test thereon and

(c)     The defective part is promptly returned free to a designated Company service centre. Any defective part replaced will become the Company property and the repaired or new part will be delivered free to the Purchaser's site.

13.2   Warranty: Repaired Products

On repaired products, the warranty shall be six months or 500 hours from commencement of service whichever is the sooner, and otherwise the same as new products except that it shall only apply to parts repaired or replaced by the Company. No separate warranty shall apply to repaired products as a whole or to parts not repaired or replaced by the Company.

13.3   Warranty Exceptions

The warranties given by the Company herein to the extent permitted by State and Federal Law, do not cover:

  1. a) Failures not reported to the Company within the warranty period specified herein.
  2. b) Failures or damage due to mis-application, abuse, improper installation or abnormal conditions of operation.
  3. c) Failure due to operation, whether intentional or otherwise, above or below rated capacities or in an otherwise improper manner.
  4. d) Products damaged in shipment or without the fault of the Company.

13.4   Performance

Except as otherwise provided by State or Federal Law no warranty shall apply as to fitness of purpose, or operation performance where such performance is conditional on Empirical factors or on the whole installation or on the individual or overall operation or on the skills of an operator. When suitability, performance, size, number or capacity of a product (and if applicable, ancillary attachments whether supplied by the Company or not) is recommended, quoted or selected by the Company to perform a duty either specified by the Purchaser or estimated by the Company, such recommendation, quotation or selection shall be based on the company's best experience, but liability for failure to perform the specified or estimated duty will not be accepted by the Company.

13.5   Warranty: Purchased Equipment

The Company does not warrant any equipment of other manufacturers which is designated by the buyer or purchased by the Company for resale to the Purchaser either separately or as part of equipment manufactured by the Company. For such equipment, the warranty established by the manufacturer of the equipment will apply.

13.6   Warranty: Supply of Services

When the Company acts for and is remunerated by the Purchaser, to whom the Company's relationship is that of a supplier of services relating to laboratory testing, process development, equipment selection, design, detail, contract supervision and contract management the Company shall exercise its best skill, competence and experience to undertake such services but except as otherwise provided by State and Federal law makes no warranty with respect to such services.

13.7   Warranty: Limit of Liability

Except as otherwise provided by State or Federal law the Company gives no warranty other than that contained herein, in connection with the sale or use of its products or services, the Company's liability on its warranty shall in no event exceed the cost of correcting defects in the product or services supplied and shall not include:

  1. a) Expense incurred by the Purchaser in an attempt to repair or rework any allegedly defective Product or service.
  2. b) Losses, costs, expenses, liabilities and damages (including loss of profits, all liabilities of the Purchaser to its customers or third persons, and all other consequential damages) whether direct or indirect, and whether or not resulting from or contributed to by the default or negligence of the Company, it's agents, employees and sub­contractors, which might be claimed as the result of the use of failure of the product sold or the services supplied.
  3. DRAWINGS AND SPECIFICATIONS

All drawings, specifications, descriptions and other documents supplied as part of any quotation or tender are for tendering purposes only and shall not form the basis of nor be part of a contract.

  1. INSPECTION AND TESTING

The Purchaser's Inspectors will be given full access to all relevant areas of the Company's works during normal working hours, for the inspection within these areas of all phases of manufacture, assembly and testing of the Products to be supplied in Order to ensure compliance with the specification. Inspectors are required to seek appointment for those inspections through the Company's appointed representative, nominated at the time an Order is placed giving at least twenty-four (24) hours’ notice and to be accompanied on such inspections at the discretion of the Company. Following final work inspection, a full compliance release in writing is required from the Purchaser's inspector covering design conformity, dimensional accuracy and works test inspection and testing shall be final at the Company's works.

  1. INDUSTRIAL PROPERTY RIGHTS

The Company has acquired certain intellectual property, and the benefit of certain other industrial property rights relating to the products of the Company. The Purchaser shall not at any time, directly or indirectly, manufacture or purchase from any third party the subject matter of the Company's industrial property rights.

The Purchaser shall indemnify the Company from any actions in regard to industrial property rights, including Patents, Design Registration and Copyright, arising from the use of any documents, drawings or other information supplied by the Purchaser.

  1. REFERENCE TO OTHER MANUFACTURERS NUMBERS

Any reference made by the Company to other manufacturer’s names, part numbers, symbols, model numbers or descriptions is for reference purposes only and it is not implied that any part listed or included as such in any of the Company's sales brochures, parts lists, technical literature or commercial documents is the product of these manufacturers.

  1. PURCHASER'S PROPERTY

No responsibility is accepted by the Company for loss or damage to the Purchaser's patterns or other goods left in the Company's possession.

  1. TITLE

Title in all products remain with the Company until all moneys owing to the Company howsoever arising have been paid and until payment the Purchaser shall hold the Product as bailee and shall be liable to the Company as a fiduciary. On default of these conditions, the Purchaser shall return the products forthwith and authorise the Company and its agents to enter upon the Purchaser's premises to do all things necessary to collect the Products. In the event of the Company repossessing the Products the Company will not be liable for any losses or damages suffered by the Purchaser.

 RETURN OF PRODUCTS

A restocking fee of 30% applies to all returns.

Credit will not be allowed for any returned Products which:

(a) are received in a damaged condition, or suffering from deterioration due to moisture corrosion or mishandling, however this may have arisen, or

(b) have been used or fitted, or

(c) are items not normally stocked, or

(d) are returned more than 6 months after the date of purchase as shown on our Dispatch Note.

Freight costs on returned Products are the customer's responsibility.

All Products are returned at the customer's risk.

  1. 21. PPSA

Means: the Personal Property Securities Act 2009 (Cth).

  1. PPSR

Means: the personal property securities registered established under the PPSA.

  1. SECURITY INTEREST

Means: a Security Interest where the Customer is the Grantor and The Company is the Secured Party;

  1. SECURITY PROPERTY

Means: any property over which a Security Interest can be legally granted under the PPS Act;

  1. SECURITY ASSISTANCE

If the Company determines that this Agreement or any transaction under it is or contains a security interest (within the meaning of the PPSA) then the Customer will do anything which the Company reasonably requests (such as obtaining consents, signing or producing documents, getting documents signed or completed and supplying information) for the purpose of ensuring that any such security interest is enforceable, perfected and otherwise effective, and enabling the Company to apply for any registration or give any notification in connection with that security interest. Any such assistance may include obtaining:

  1. a first ranking Perfected Security Interest over all PPS Property;
  2. Perfected by Control to the extent possible under the PPS Act; and
  3. Unless otherwise defined in the Contract terms and expressions used in this clause will have the meanings given to them under the PPS Act.
  4. CONFIDENTIALITY

Where sections of the PPSA apply, a party may disclose any information or document relating to another party or a Transaction to the extent permitted by that section.

  1. SURVIVAL

The PPSA clauses in this contract will continue to take effect where applicable even though the contract may have come to an end.

  1. SECURITY INTEREST

Any Security Interest which is purported to be reserved or created by the Contract, or any transaction contemplated by it,

  1. Is if applicable, recorded as a Purchase Money Security Interest on the PPSR.
  2. Extends to proceeds (including any account) derived from, or from a dealing with, the Secured Property.
  3. Accession to the Secured Property.
  4. THE PURCHASER UNDERTAKES AND AGREES
  5. to not, without first giving the Company 14 days written notice, change its name, ACN, ABN, address, email address, contact numbers, business practice or any other details that have been, or are required to be, recorded on the PPSR in connection with any Security Interest created by the Contract or any transaction contemplated by it;
  6. to pay all costs in connection with the registration, discharge or amendment of any Financing Statement or Financing Change Statement; and
  7. to not, without the Company’s prior written consent, lodge or serve a Financing Change Statement or an Amendment Demand in relation to any Security Interest created by the Contract or any transaction contemplated by it.
  8. The Customer unconditionally and irrevocably agrees to not register or otherwise record on the PPSR any Security Interest on the Company and, without limitation, will not lodge any Financing Statement in respect of the Company, or take any action whatsoever which would result in a Security Interest being recorded against the Company on the PPSR.
  9. If Security Interest is recorded against the Company on the PPSR, the Customer must immediately do anything (including, without limitation, sign any document) that the Company requires to release the Security Interest or remove it as a Security Interest on the PPSR.
  10. TO THE EXTENT PERMITTED AT LAW
  11. the Customer and the Company contract out of, and the Customer waives any rights the Customer may have under, the provisions of the PPS Act listed in section 115(1) of the PPS Act (other than sections 96 and 134(1)) to the extent to which they apply in connection with a Security Interest.
  12. the Purchaser irrevocably waives its right to receive from the Company any Verification Statement or notice in relation to a Registration Event in accordance with the PPSA to the extent that they are able to be waived.
  13. THE PURCHASER ACKNOWLEDGES AND AGREE THAT BY ACCEPTING THESE TERMS AND CONDITIONS WHICH FORM PART OF THE CONTRACT AND CONSTITUTE A SECURITY AGREEMENT THAT COVERS THE COLLATERAL FOR THE PURPOSES OF THE PPSA, FURTHERMORE
  14. The Company holds (as Secured Party) a security interest over all of the present and after acquired goods supplied by the Company to the Purchasers and any Proceeds of the sale of those goods (“Collateral”);
  15. That any purchase by the Purchaser on credit terms from the Company or retention of title supply will constitute a Purchase Money Security Interest (PMSI)
  16. The PMSI granted herein will continue to apply to any goods coming into existence or proceeds of sale of goods coming into existence.
  17. Any the Company security interest will be a continuing and subsisting interest in the Collateral with priority to the fullest extent permitted by law over all registered or unregistered Security Interest.
  18. Until title in the goods pass to the Purchaser, it will keep all goods supplied by the Company free of any charge, lien or Security interest and not otherwise deal with the goods in a way that will or may prejudice any rights under the Contract or the PPSA.
  19. In addition to any other rights under these terms and conditions or otherwise arising, the Company may exercise any and all remedies afforded to it as a Secured Party under the PPSA including, without limitation, entry into any building or premises owned occupied or used by the Buyer, to search for and seize, dispose of or retain those goods in respect to which the Purchase has granted a Security Interest to the Company.
  1. THE PURCHASER UNDERTAKES TO
  2. Sign any further documents and provide such information which the Company may reasonably require to register, amend or update a Financing Statement or Financing Change Statement in relation to a Security Interest on the PPS Register.
  3. Indemnify and upon demand reimburse the Company for all expenses incurred in registering a Financing Statement or Financing Change Statement on the PPS Register or releasing any Security interest
  4. Not register or permit to be registered a Financing Change Statement in the Collateral without the prior written consent of the Company, and
  5. All of these clauses will remain in force until all obligations have been extinguished even if the contract has come to an end.

 

  1. WASTE TREATMENT METHODS

 

       PRODUCT PACKAGING & DISPOSAL

Wherever possible, WesTern PlanT SoluTions recommends that used component(s) and any associated packaging are recycled as per Local or State Regulations.