Terms & Conditions
Terms of Sale
- “Us/we” means Ecrotek Australia LP.
- “You” means the customer, person, company or other business purchasing goods from Ecrotek Australia LP.
- “PPSA” means the Personal Property Securities Act 2009.
- These terms of sale apply to the purchase of goods by you from us.
- If there is any conflict between these terms of sale and any other communication between you and us, these terms will prevail unless we have otherwise agreed in writing.
- We reserve the right at any time or from time to time, to amend, vary or add to these terms with effect from the date on which we let you know about any change.
- You must pay us promptly for the goods and in any event no later than the 20th of the month following the issuance of an invoice.
- We may grant credit to you in our sole discretion. Similarly, we may withdraw any credit provided to you at any time in our sole discretion.
- If you do not pay us in full or on time, we may:
- stop supplying goods to you until your account is brought up to date;
- withdraw any credit provided to you;
- charge you interest on all monies up to the rate of 24% per annum calculated on a daily basis from the due date for payment until we are paid in full;
- charge you for all of our expenses and legal costs incurred in obtaining payment from you; and
- take back the goods we have supplied to you.
RISK AND OWNERSHIP
- All risk in the goods supplied passes to you on delivery.
- We retain ownership of the goods until we are paid in full.
- We have a returns policy relating to the goods which is available on our website.
- Our liability for any loss, damage or injury arising from any defect in the goods or any other breach of our obligations to you is limited to 5 times the cost of the goods (less GST) or $1,000, whichever is the greater.
- We will not be liable for any consequential or indirect loss or special damages of any kind.
- In consideration of us agreeing to supply the goods to you, you and the guarantor charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by you or the guarantor either now or in the future, to secure the performance by you or the guarantor of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
- You and the guarantor indemnify us from and against all our costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising our rights under this clause.
- You and the Guarantor irrevocably appoints us and each director of us as your true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on your or the guarantor’s behalf.
CHANGE IN CONTROL
- You must give us not less than fourteen (14) days prior written notice of any proposed change of ownership of you or your business or company, or any other change in your details (including but not limited to, changes in your name, address, contact phone or fax number/s, or business practice). You will be liable for any loss incurred by us as a result of your failure to comply with this clause.
ACCURACY OF PLANS AND MEASUREMENTS
- We are entitled to rely on the accuracy of any plans, specifications and other information provided by you. You acknowledge and agree that in the event that any of this information provided by you is inaccurate, we accept no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.
- Where we have designed, drawn or developed Goods for you, or where you modify, change or improve our goods, then we will have the copyright in any designs and drawings and documents.
- You warrant that all designs, specifications or instructions given to us will not cause us to infringe any patent, registered design or trademark in the execution of your order and you agree to indemnify us against any action taken by a third party against us in respect of any such infringement.
- You agree that we may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which we have created for you.
PERSONAL PROPERTY SECURITIES ACT 2009
- You agree that:
- For the purpose of sections 115(1) and 115(7) of the PPSA;
- The secured party need not comply with sections 95,118,121(4),125,130,132(3)(d); and
- ii. Sections 142 and 143 are excluded;
- For the purpose of sections 115(7) of the PPSA, we need not comply with sections 132 and 137(3).
- You agree not to exercise your rights under sections 142 and 143 of the PPSA if we enforce our security interests under Chapter 4 of the PPSA.
- You agree to do, at your own expense, all things which we ask to ensure our security interests are enforceable, perfected and otherwise effective and have the priority we require.
- To the extent the law permits, you waive your rights to receive any notice that is required by;
- Any provision of the PPSA (including a notice of a verification statement); or
- Any other law before a secured party or Receiver exercises a right, power or remedy; and
- Any time period that must otherwise lapse under any law before a secured party or Receiver exercises a right, power or remedy.
- If the law which requires a period of notice or a lapse of time cannot be excluded, but the law provides that the period of notice or lapse of time may be agreed, that period or lapse is one day or the minimum period the law allows to be agreed (whichever is the longer).
- However, nothing in this clause prohibits we or any Receiver from giving notice under the PPSA or any other law.
- You grant us a security interest in all of your present and after-acquired goods as supplied by us and in the proceeds of sale under to the PPSA.
- We may register a financing statement in respect of any such security interest on the Personal Property Securities Register and if so, you will pay all of our expenses and legal costs in connection with the registration of a financing statement or financing change statement relating to the security interest created by this agreement.
- You agree that:
CONSUMER GUARANTEES AUSTRALIAN CONSUMER LAW
- Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
- The failure by us to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect our right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
- These terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales in which we have our principal place of business, and are subject to the jurisdiction of the Courts in that state.
- Subject to clause 4.4, we shall be under no liability whatsoever to you for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by you arising out of a breach by us of these terms and conditions (alternatively our liability will be limited to damages which under no circumstances will exceed the Price).
- You shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to you by us nor to withhold payment of any invoice because part of that invoice is in dispute.
- We may license or sub-contract all or any part of our rights and obligations without your consent.
- We may amend these terms and conditions at any time. If we make a change to these terms and conditions, then that change will take effect from the date on which we notify you of such change. You will be taken to have accepted such changes if you make a further request for us to provide Goods to you.
- Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
- You warrant that you have the power to enter into this agreement and have obtained all necessary authorisations to allow you to do so, that you are not insolvent or bankrupt and that this agreement creates binding and valid legal obligations on you.