These are the terms and conditions of sale of goods and materials supplied by Repipe Connection Pty Limited A.C.N 127 720 370, Repipe Connection WA Pty Ltd A.C.N 147 969 015, Repipe Connection Sydney Pty Ltd A.C.N 156 349 647, Torque Control Pty Ltd, t/as Repipe Connection NT A.C.N 125 609 261 and Repipe Fabrication WA Pty Ltd A.C.N 162 386 521 (Repipe) to any person, firm or company placing an order with Repipe.
- Orders are subject to approval and acceptance by Repipe. Subject to law, Repipe may in its absolute discretion, refuse to supply goods to the Customer without giving any reason for its decision. The Customer acknowledges that Repipe is not able to guarantee supply or repeat orders of the same design, quality or price.
- The Customer in selecting goods for use in any order agrees, undertakes and acknowledges that it will not rely on Repipe’s skill, demonstration or judgement or on that of any person by whom negotiations are conducted. Repipe will not accept any returns or claims if the customer determines that the goods or any components of the goods are not suitable for their intended purpose.
- Any changes to an order must be in writing.
- he Customer agrees that each order shall be deemed to include a representation that it is solvent and able to pay all of its debts as and when they fall due
- The Customer shall at all times comply with Repipe’s minimum invoice policy as may at any time and from time to time apply on such terms as Repipe considers reasonable.
- When any order is placed the Customer shall inform Repipe of any facts which might reasonably affect any decision to accept the order and/or grant credit and that any failure to do so shall be deemed to create and constitute an inequality of bargaining position, the taking of an unfair advantage of Repipe and to be unconscionable, misleading and deceptive.
- Repipe may increase the current price of Goods and Services from time to time at its own discretion and without notice.
If Repipe grants any credit facility and/or time to pay:
- Ownership in Products shall not pass to the Customer until payment in full of all monies owed to Repipe and Repipe reserves the right to take possession and dispose of Products as it sees fit at any time until full payment is received;
- The Customer grants permission to Repipe to enter any property to recover the Products with such force as is necessary;
- The Customer agrees that a certificate purporting to be signed by an officer of Repipe identifying Products as unpaid shall be conclusive evidence that Products have not been paid for and of Repipe’s title to those Products;
- The Customer agrees that the outstanding monies owed is a security interest within the meaning of the Personal Property Securities Act 2009 (Cth) (“PPSA”);
- The Customer agrees that sections 95, 130, 132(3)(d), 132(4), 135 and 143 of the PPSA will have no application to the agreement between Repipe and the Customer in respect of these Terms and the Customer waives its rights under section 157 of the PPSA to receive a notice under that section.
- Products shall be deemed to be dealt with by the Customer on a “first in first out” basis at all times. REPIPE Pipe Connection & Valves
- Payment in full must be made by Customer for all goods supplied to the Customer within 30 days after the end of the month in which the goods are invoiced.
- If the Customer fails to pay for goods supplied by the due date Repipe may recover from the Customer the price of those goods as a liquidated sum.
- Repipe may allocate a credit limit to the Customer’s account at any time. This limit will be advised in writing to the Customer and may be reduced by Repipe at any time. Any credit provided in excess of the credit limit shall be repayable on demand.
- Repipe, at its discretion, may suspend supplies of goods to Customers who are in default or have failed to make any payment in accordance with clause 3(a) until full payment of all amounts due has been received.
- Repipe will claim from the Customer all costs, expenses and charges incurred relating to any action taken by Repipe to recover goods or monies due from the Customer, including but not limited to, any collection agent costs or legal costs.
- Payment is only received by Repipe when it receives a cheque or when the proceeds of other methods of payment are credited and all payments are cleared to Repipe’s bank account.
4. Limitation of Liability
The Customer agrees:
- To limit any claim it makes to the cost of replacement of Products or of acquiring equivalent products;
- That Repipe shall not be liable for any loss or expense arising after seven days from delivery (or at all once Products have been unpacked, affixed and/or otherwise used or applied) after which there shall be deemed to be unqualified acceptance;
- That to the fullest extent legally permissible Repipe shall not be liable for any damages for personal injury, any damage to property and/or any contingent, consequential, direct, indirect, special or punitive damages whether due to negligence or otherwise and the Customer acknowledges this limit of liability and agrees to limit any claim accordingly;
- That to the fullest extent legally permissible no other term, condition, agreement, warranty, representation and/or understanding whether express or implied, in any way extending to, otherwise relating to or binding upon Repipe other than these Terms is made or given by or on behalf of Repipe other than by these Terms save and except to the extent otherwise required by law.
- Any and all statements made by Repipe as to the weight, length, quantity, dimensions or performance characteristics of goods are approximate and should be construed as such by the customer.
- Unless agreed to the contrary in writing, Repipe reserves the right to supply an alternative brand or substitute product.
The Customer agrees that:
- No dealing between Repipe and the Customer shall be or be deemed to be a sale by sample;
- The Customer shall rely on its own knowledge and expertise in selecting Products for any purpose and any advice or assistance given by or on behalf of Repipe shall be accepted at the Customer’s risk and shall not be deemed to have been given as an expert or adviser nor to have been relied upon;
- Products are sold subject to each and every manufacturer’s trading terms and conditions and are protected by each and every manufacturer’s warranty and Repipe shall not be liable to the extent that any manufacturer is liable under a manufacturer’s warranty unless otherwise required by law; and
- Repipe shall not be liable nor responsible for any failure to comply with any requirements of the Customer or any other person (whether relating to manufacture, design, fabrication, installation and/or any other particular intended use of any Products and/or otherwise) which are not precisely and accurately communicated in writing directly to the appropriate personnel at Repipe prior to the entry by Repipe into any relevant sale contract. REPIPE Pipe Connection & Valves
6. Cancellations and Returns
The Customer agrees that:
- The Customer shall at no time cancel the whole or part of any order placed without
Repipe’s prior approval, Repipe may invoice the Customer for any costs incurred by Repipe in relation to the order and its cancellation, including the cost of any materials, labour or transport.
- Repipe, in its absolute discretion, may accept returned goods from the Customer. Goods returned will be subject to a re-stocking charge equivalent to 20% of the gross invoice value of the returned goods. A $55 (GST Inclusive) minimum charge applies to re-stocking charges.
- Where goods have been returned as a result of Repipe error – no re-stocking fee will apply.
- Notwithstanding any other provisions of these Terms the Customer shall not return Products without first providing to Repipe an original invoice as proof of purchase; and
- Notwithstanding any other provisions of these Terms the Customer shall not return any
Products which have been custom made, custom cut, custom processed or custom acquired.
- Repipe accepts no responsibility or duty to deliver but may elect to arrange delivery at its discretion and without liability and at the Customer’s cost and risk in all things;
- Repipe shall not be liable for delay or any failure or inability to deliver;
- Products shall be deemed to be delivered as soon as they are ready for delivery at which time risk shall be deemed to have passed to the Customer; and
- Repipe may charge for frustrated delivery to cover Repipe’s reasonable expenses.
8. Other Terms and Conditions
No terms and conditions sought to be imposed by the Customer upon Repipe shall apply.
9. Recovery Costs
The Customer shall pay all costs and expenses (including legal costs on an indemnity basis) incurred by Repipe and/or its agents in respect of the Customer whether relating to any debt, possession of Products and/or otherwise.
10. Customer Restructure
The Customer shall notify Repipe in writing of any change in its structure and/or management including any change in director, shareholder and/or management and any change in partnership or trusteeship within seven days of the date of any such change.
The Customer agrees that all contracts made with Repipe shall be deemed to be made in the State nominated by Repipe and the Customer agrees to submit to the jurisdiction of the appropriate Court nominated by Repipe in the capital city of that State.
12. Credit Limit
The grant of any credit facility or nomination of any credit limit is an indication only of Repipe’s intention at the time. Repipe may vary and/or withdraw any credit facility at any time at its discretion and without any liability to the Customer or any other party.
13. Security for Payment
As security for payment to Repipe of all monies payable by the Customer, the Customer does hereby charge in favour of Repipe all of the Customer’s interest in freehold and leasehold property both current and later acquired.
14. Forward Orders:
The Customer agrees:
- To pay for so much of any forward order as is from time to time invoiced by Repipe;
- That no delay or failure to fulfil any part of such order shall entitle any cancellation or variation of any order or delay or reduce any payment; and
- To pay any demurrage and/or other costs and expenses of Repipe in handling and/or holding Products once ready for delivery. REPIPE Pipe Connection & Valves
15. Force Majeure
Repipe shall not be or be deemed to be in default or breach of any contract as a result of Force Majeure. Force Majeure shall include any cause beyond the reasonable control ofRepipe including strikes and lockouts.
16. Power of Attorney
For the purpose of giving effect to the Customer’s obligations under these Terms (in particular clause 13. of these Terms) the Customer hereby irrevocably appoints the Accountant (or like equivalent) for the time being of Repipe as the Customer’s attorney in all things.
The Customer agrees to pay into an interest-bearing trust account in the joint names of Repipe and the Customer any amount claimed by Repipe as a condition precedent to any dispute by the Customer of any such claim on the basis that upon resolution of the dispute the trust fund and any interest shall be dispersed according to the resolution. This clause shall operate as a bar to any defence or claim by the Customer until fully complied with.
Upon the appointment of an Administrator, Receiver, Receiver and Manager, Liquidator or Trustee in Bankruptcy to the Customer or a breach of any of these Terms by the Customer, Repipe may inter alia retain all monies paid, cease further deliveries, recover from the Customer any loss of profits arising and/or at Repipe’s election take immediate possession of Products not paid for without prejudice to any other rights Repipe may have and without Repipe being liable in any way to any person.
Any part of these Terms being a whole or part of a clause shall be capable of severance without affecting any other part of these Terms.
20. Goods and Services Tax [GST]
All monies payable to Repipe and any other consideration for any other “taxable supply” (within the meaning of A New Tax System (Goods and Services Tax) Act 1999 (Cth) and associated legislation as amended from time to time) shall unless Repipe otherwise directs be deemed at all times to be exclusive of GST and/or any other applicable taxes, government charges, levies and/or imposts of any kind whatsoever – any and all of which must be paid by the Customer to Repipe as and when and in such manner as Repipe reasonably requires.
21. Warranty Policy
Save and except as required by law no warranty is given where Repipe is not the manufacturer of Products other than the warranty offered by the manufacturer and to the fullest extent legally permissible Repipe’s liability shall in all cases be strictly limited in accordance with clauses 4 & 5 of these Terms.
22. Credit Information
The Customer irrevocably authorises Repipe and its servants and agents to make such enquiries from time to time as Repipe may deem necessary to obtain information and/or to investigate the creditworthiness of the Customer including enquiries with persons nominated as trade references, bankers of the Customer, any other credit provider, any credit reporting agency, any land titles office, the ASIC, ITSA and/or any similar body and/or related information service [“the Sources”] and including personal credit and consumer credit information and any property, business and/or solvency information. The Customer by this clause irrevocably authorises the Sources to disclose anything about the Customer which is in the Sources’ possession and the Customer agrees that Repipe may disclose any information it has about the Customer to any interested person (subject only to any obligations Repipe may have under the Privacy Act 1988 (Cth)).
The Customer agrees that it shall be deemed to have notice of any change to these Terms and be bound by any subsequent versions of these Terms as they appear on the website www.repipe.com.au whether or not the Customer has actual notice thereof. A copy of any subsequent versions of these Terms may also be obtained by request.