Integrity Health & Safety Pty Ltd ABN 20 601 574 716 (“Integrity Health & Safety”) supplies Goods and Services to you (“Purchaser”) on, and subject to, the following terms and conditions which may be varied from time to time and which are subject to any special terms and conditions agreed to in writing between Integrity Health & Safety and Purchaser.
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these Terms, unless the context otherwise requires, the following words shall have the following meanings:
a) “Purchaser” means any person, corporation, association (incorporated or unincorporated), authority or other entity (howsoever formed) that has ordered Goods or Services from Integrity Health & Safety.
b) “Business Day” means a day other than a weekend or public holiday in New South Wales.
c) “Goods” means any items supplied by Integrity Health & Safety to the Purchaser following the placement of a Purchase Order and includes Customised Goods.
d) “Customised Goods” mean any Goods which are, at the Purchaser’s request, branded, embellished, printed, or modified specifically for the Purchaser.
e) “GST” means goods and services tax (GST), charged as a sales percentage in Australia on the supply of relevant Goods, Services and other things.
f) “Payment” means any amount payable in connection with Sales Invoice.
g) “Purchase Price” means the price for any Goods or Services rendered or to be rendered, exclusive of GST, applicable tax or duties, and any third party fees.
h) “Purchase Order” means any order placed by the Purchaser to purchase Goods or Services from Integrity Health & Safety.
i) “Quotation” means any cost estimate or price guide provided by Integrity Health & Safety to the Purchaser for the supply of Goods or Services.
j) “Sales Invoice” means any sales invoice rendered by Integrity Health & Safety to the Purchaser for Goods or Services supplied following a Purchase Order.
k) “Services” means first aid and other training as well as influenza vaccinations supplied by Integrity Health & Safety to the Purchaser following the placement of a Purchase Order.
l) “Terms” means these General Terms and Conditions of Sale (as may be varied from time to time).
1.2 Interpretation
a) Terms referencing the singular shall include the plural (and vice versa).
b) If any provision of these Terms is held to be invalid or unenforceable by any court of competent jurisdiction, the relevant provision shall be severed and, to the maximum extent possible, all other provisions of these Terms will remain in full force and effect.
2 APPLICATION OF TERMS
a) Unless otherwise agreed in writing by Integrity Health & Safety, all Purchase Orders are regulated by these Terms.
b) Nothing in these Terms shall operate to exclude or limit any rights the Purchaser may have at law, including under the Australian Consumer Law.
3 PRICE
a) Integrity Health & Safety is not bound by any Quotation and may increase the quoted cost of any Goods or Services as a result of any increase to Integrity Health & Safety in relation to the cost of supply, production and/or delivery of the Goods or Services, and/or costs associated with the introduction of any legislation, regulation or governmental policy, and the Purchaser agrees to pay the Purchase Price as stated in the Sales Invoice.
b) No Purchase Order may be cancelled by the Purchaser without Integrity Health & Safety’s prior written approval.
c) Any alteration to any price list for Goods or Services supplied by Integrity Health & Safety shall be effective from the date specified by Integrity Health & Safety.
4 PAYMENT
a) Payment to Integrity Health & Safety for Goods or Services is due and payable upon issue of a Sales Invoice by Integrity Health & Safety and Payment shall be made within 30 days of the Sales Invoice date.
b) Credit applications may be granted by Integrity Health & Safety, and suspended, varied or cancelled, in Integrity Health & Safety’s absolute discretion. Where Integrity Health & Safety grants Purchaser credit, Payment shall be made within 30 days of the date the Goods or Services are delivered to the Purchaser, unless otherwise specified by Integrity Health & Safety.
c) All Payments must be made by credit card, EFT, or bank deposit unless otherwise agreed in writing by Integrity Health & Safety. Any Payments made by credit card may attract additional charges payable by Purchaser as specified by Integrity Health & Safety from time to time.
5 INSPECTION AND ACCEPTANCE
a) The Purchaser has two (2) Business Days from the date of delivery to inspect the Goods and advise Integrity Health & Safety, in writing, if the Goods delivered do not meet the Sales Invoice description or are otherwise defective or are not fit for purpose.
b) In the absence of any such notice, and subject to any non excludable guarantees implied under the Australian Consumer Law, the Goods shall be deemed to have been delivered to and accepted by the Purchaser.
c) Once the Purchaser has received the Services, subject to any non excludable guarantees implied under the Australian Consumer Law, the Services shall be deemed to have been delivered to and accepted by the Purchaser.
6 RETURNS
a) Integrity Health & Safety will only accept the return of any Goods where it must do so pursuant to any applicable law (including the Australia Consumer Law) or it agrees to do so, in its absolute discretion.
b) Subject to any express requirement in the Australian Consumer Law, authorised returns must be freight prepaid by the Purchaser and will only be accepted if they are in a saleable condition, or at least the same condition they were in when Purchaser took delivery of the Goods, as determined by Integrity Health & Safety and, unless otherwise agreed with Integrity Health & Safety, returned within 14 days of delivery to the Purchaser.
c) If Purchaser decides to return Goods because Purchaser incorrectly ordered the Goods or for any other reason not covered by Purchaser’s statutory rights, Purchaser may request Integrity Health & Safety in writing to accept the return of the Goods in exchange for other Goods or for an account credit which in either case will be subject to a restocking fee of 25% of the Sales Invoice value which may be waived or varied at Integrity Health & Safety’s sole discretion.
d) Where Purchaser returns Goods whether or not in exchange for other Goods, Purchaser will be liable for all associated freight costs.
e) Purchaser shall not carry out any remedial work to allegedly defective Goods without first obtaining the written consent of Integrity Health & Safety to do so.
f) Returns do not apply to Services that have been provided subject to any express requirement in the Australian Consumer Law.
7 GST
The parties agree that
a) The Quotation and Purchase Price is exclusive of GST.
b) Integrity Health & Safety and the Purchaser will comply with all regulatory and legislative obligations for calculating and paying any relevant amount of GST.
c) If any Payment, in whole or part, is liable to GST, the Purchaser must pay to Integrity Health & Safety an additional amount equal to the GST amount payable with that Payment.
d) Integrity Health & Safety will provide with all Goods or Services a tax invoice stating the GST amount incurred on the supply.
8 SUPPLY
Integrity Health & Safety reserves the right to suspend or discontinue the supply of Goods or Services to the Purchaser and will notify the Purchaser as soon as practicable after the placement of a Purchase Order of the suspension or discontinued supply of any Goods or Services.
9 DIMENSIONS, PERFORMANCE DESCRIPTIVE DETAILS DATA AND OTHER
a) All specifications, dimensions and/or any other details given in a Quotation, descriptive literature, website or catalogue may be subject to alteration by Integrity Health & Safety without notice.
b) Integrity Health & Safety reserves the right to supply an alternative or substitute product or service that has characteristics that are materially consistent with the Goods or Services at the time of order.
10 SHIPMENT AND DELIVERY
a) Any time stated by Integrity Health & Safety for delivery of Goods is an estimate only and Integrity Health & Safety will not be liable for any loss to the Purchaser as a result of any delay in delivery.
b) The Purchaser must advise Integrity Health & Safety to what address delivery is to be made and Integrity Health & Safety shall deliver, or arrange delivery, of the Goods to the address so specified.
c) Integrity Health & Safety may deliver the Goods by instalments.
d) If the Purchaser refuses to accept delivery of any Goods, Integrity Health & Safety may charge the Purchaser for any additional costs incurred by Integrity Health & Safety as a result including, but not limited to, storage and transportation costs.
e) While Integrity Health & Safety will use all reasonable endeavours to deliver the correct quantity of Goods ordered, Purchaser will be liable to pay for all Goods delivered where the quantity of the delivered Goods are at least 90% of all the Goods ordered.
f) A delivery charge will apply to all deliveries.
g) Services will be provided on the date or dates agreed between the Purchaser and Integrity Health & Safety unless Integrity Health & Safety notifies the Purchaser at least three business days in advance that an alternate date or dates are required.
11 FORCE MAJEURE
Integrity Health & Safety shall not be liable for any loss or damage including, without limitation, direct, indirect or consequential loss or damage in the event that it suspends, varies or cancels the supply of any Goods or Services for any reason beyond Integrity Health & Safety’s reasonable control including, without limitation, any Act of God, war, strikes, lock-outs, fire or flood.
12 DEFAULT
a) If the Purchaser fails to comply with these Terms or any other agreement with Integrity Health & Safety or is, or at risk of becoming, insolvent or bankrupt, Integrity Health & Safety may, in its absolute discretion, withhold or cancel any current or future Purchase Orders and not incur any liability to the Purchaser for loss as a result of any such withholding or cancellation.
b) If an event as described in paragraph 12(a) occurs, all amounts payable by the Purchaser to Integrity Health & Safety shall immediately become due and payable notwithstanding that the due date for such payment may not yet have arisen.
13 TITLE
a) Title to the Goods remains with Integrity Health & Safety and does not pass to the Purchaser until the Purchaser pays all amounts owing to Integrity Health & Safety in respect of those Goods.
b) At all times before title in the Goods passes to the Purchaser, the Purchaser must:
a. store the Goods so that they are clearly identified as the property of Integrity Health & Safety;
b. hold the Goods as bailee for Integrity Health & Safety; and
c. keep proper records of account with respect to its purchase, receipts, sale and parting with possession of the Goods.
c) Upon any default by the Purchaser, Integrity Health & Safety is entitled to retake possession of the Goods and resell them and, for that purpose, the Purchase authorises Integrity Health & Safety to enter the Purchaser’s premises and remove the Goods. Integrity Health & Safety must use reasonable care in entering and removing such Goods, but will not be liable for any damages caused if it has acted reasonably.
d) If any Goods are resold by the Purchaser before ownership of those Goods has passed to the Purchaser, the proceeds of such sale will be received and held by the Purchaser in trust for Integrity Health & Safety to the extent of the Purchaser’s indebtedness to Integrity Health & Safety, and the balance, if any, will belong to Purchaser.
e) Integrity Health & Safety may bring an action for recovery of the price of the Goods even where ownership of the Goods may not have passed to the Purchaser.
f) The Purchaser agrees that this ‘retention of title’ clause amounts to a security interest (“Security Interest”) within the meaning of the Personal Property Securities Act 2009 (Cmlth) (“PPSA”) and applies to all current and future Purchase Orders.
14 PPSA
a) The Purchaser acknowledges and agrees that these Terms:
a. (i) constitute a security agreement for the purpose of the PPSA; and
b. (ii) create a Security Interest in:
i. (a) all Goods supplied by Integrity Health & Safety to the Purchaser; and
ii. (b) all Goods that will be supplied in the future by Integrity Health & Safety to the Purchaser.
c. Integrity Health & Safety may, in its sole discretion, do any of the following:
i. (i) register or give any notification in connection with any Security Interest and exercise any rights in connection with any Security Interest; and
ii. (ii) give notice to the Purchaser requiring it to do anything which Integrity Health & Safety requires for the purpose of registering any Security Interest on the PPSA register.
d. The Purchaser undertakes to:
i. sign any further documents and/or provide any further information, which information the Purchaser warrants to be complete, accurate and up-to-date in all respects, which Integrity Health & Safety may require to enable registration of a financing statement or financing change statement on the Personal Property Securities Register (“PPSR”);
ii. not register a financing change statement as defined in section 10 of the PPSA or make a demand to alter the financing statement pursuant to section 178 of the PPSA in respect of the secured Goods without the prior written consent of Integrity Health & Safety;
iii. be responsible for all costs incurred by Integrity Health & Safety in obtaining an order pursuant to section 182 of the PPSA; and
iv. waive any rights it may have under sections 115 of the PPSA upon enforcement.
e. Pursuant to section 157 of the PPSA, unless otherwise agreed to in writing by Integrity Health & Safety, the Purchaser waives the right to receive a verification statement in respect of any financing statement or financing change statement relating to any Security Interest.
f. Any terms used in this clause that are defined in the PPSA shall have the same meaning.
15 PURCHASER’S CANCELLATION
Unless otherwise agreed by Integrity Health & Safety in writing, the Purchaser shall have no right to cancel any Purchase Order.
16 WARRANTY AND LIABILITY
a) Integrity Health & Safety accepts no liability, other than any liability it must accept pursuant to the Australian Consumer Law or other applicable law, for any claim of any kind whatsoever, including without limitation for loss of profits or consequential or indirect loss, by the Purchaser or any other person arising out of or in connection with:
a. (i) any conditions, warranties, descriptions, representations, conditions as to fitness or suitability for any purpose, tolerance to any conditions, merchantability or otherwise, whether express or implied by law, trade custom or otherwise; or
b. (ii) any representations, warranties, conditions or agreement made by any agent or representative and Integrity Health & Safety expressly excludes all such conditions, warranties, representations, descriptions and agreements to the maximum extent permitted by law.
b) Integrity Health & Safety’s liability shall not in any circumstances exceed the price paid by the Purchaser for the Goods or Services which have been purchased by the Purchaser.
c) Without limiting the generality of clause 16(a), Integrity Health & Safety will not be liable for any:
a. (i) defects or damage caused in whole or part by misuse, abuse, neglect, electrical or other overload, unsuitable lubricant, improper installation, repair, alteration, accident or otherwise;
b. (ii) transportation, installation, removal, labour or other costs; or
c. (iii) technical advice or assistance given or tendered by Integrity Health & Safety to the Purchaser in connection with the manufacture, construction or supply of Goods or Services.
d) Nothing in these Terms excludes, restricts or modifies any condition, warranty or liability which is implied by the Australian Consumer Law or other applicable laws.
17 ALTERATION TO CONDITIONS
Integrity Health & Safety may, at any time, vary or replace these Terms.
18 WAIVER
a) If Integrity Health & Safety exercises or fails to exercise any right or remedy available to it under these Terms, this will not prejudice its rights to exercise that right or remedy in the future.
b) Waiver of any of these Terms by Integrity Health & Safety will only be effective if specified in writing and signed by an authorised representative of Integrity Health & Safety.
19 NO ASSIGNMENT
The Purchaser may not transfer or assign its rights under these Terms without the prior written consent of Integrity Health & Safety, which consent may be given or withheld at Integrity Health & Safety’s absolute discretion.
20 GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws of the State of New South Wales, Australia. Integrity Health & Safety and the Purchaser submit to the non-exclusive jurisdiction of the Courts of New South Wales and the Federal Courts of Australia and agree that any legal proceedings may be heard in these Courts.
21 SERVICES – INFLUENZA VACCINATIONS
All Purchase Orders for the provision of influenza vaccinations are regulated by the general terms and conditions of these Terms and are supplemented by specific terms and conditions as contained in the proposal.
22 SERVICES – TRAINING
All Purchase Orders for the provision of first aid, CPR and other training are regulated by the general terms and conditions of these Terms and are supplemented by specific terms and conditions as contained in the e-mail confirmation