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Terms of service

PURAPOOL PTY. LTD.

GENERAL TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS OR SERVICES

Definitions.

“Buyer” means the entity to which Seller is providing Products or Services under the Contract.
“Contract” means either the contract agreement signed by both parties or the purchase order signed by the Buyer and accepted by the Seller in writing, for the sale of Products or Services.

“Contract Price” means the agreed price stated in the Contract for the sale or Invoice of Products and Services, including adjustments (if any) in accordance with the Contract.
“Products” means the equipment, parts, materials, supplies, and other goods the Seller has agreed to supply to the Buyer under the Contract.
“Seller” means the entity providing Products or performing Services under the Contract.
“Services” means the services the Seller has agreed to perform for the Buyer under the Contract.
“Terms and Conditions” means these “General Terms and Conditions for the Sale of Products or Services”, together with any modifications or additional provisions specifically stated in the Seller’s final quotation or specifically agreed upon by the Seller in writing.

 

  1. Delivery and Shipping Terms


(a) For shipments that do not involve export the Seller shall deliver products to the buyer at the quoted price as per the Invoice. For export shipments, the Seller shall arrange to deliver the Products to the Buyer with the Buyer paying all shipping delivery costs and charges plus handling associated with the export of goods. Delivery times are approximate and are dependent upon prompt receipt by Seller of all information necessary to proceed with the work without interruption. If Products delivered do not correspond in quantity, type or price to those itemized in the shipping invoice or documentation, the Buyer shall notify the Seller within ten (10) days after receipt.

(b) For all other shipments, title to Products shall pass to the Buyer after Products have been cleared for export. When the Buyer arranges the export shipment, the Buyer will provide the Seller evidence of exportation acceptable to the relevant tax and custom authorities.
(c) Risk of loss shall pass to the Buyer upon delivery. If any Products to be delivered under this Contract cannot be shipped to or received by the Buyer when ready, due to any cause attributable to the Buyer, then the Seller may ship the Products to be delivered under this Contract to a storage facility, including storage at the place of manufacture or repair or to an agreed freight forwarder. If the Seller places Products into storage, the following apply:

(d) (i) Title and risk of loss immediately pass to the Buyer if they have not already passed and delivery shall be deemed to have occurred (ii) any amounts otherwise payable to the Seller upon delivery or shipment shall be due (iii) a fee of two percent (2%) of the value of the Products will be charged to the Buyer and (iv) when conditions permit and upon payment of all amounts due, the Seller shall make the Products and repair equipment available to the Buyer for delivery.

(e) Any liability of the Seller for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or adjusting the Invoice respecting such Products to reflect the actual quantity delivered.

 

  1. Cancellation of Purchase Order


The Buyer may cancel its order only with the prior written consent of the Seller, which Seller may withhold in its sole discretion. All cancellations will be subject to payment to the Seller of reasonable and proper cancellation charges. The Buyer may return Products only at its sole cost and only with the prior written authorization of the Seller, subject to a restocking fee as agreed by the parties. No returns of special, custom, or made-to-order Products will be permitted. No returns will be permitted more than thirty (30) days after delivery.

 

  1. Title and Risk of Loss

As collateral security for the full payment of the purchase price of the Products, the Buyer hereby grants to the Seller a lien on and security interest in and to all of the right, title and interest of the Buyer in, to and under the Products, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The Seller shall have the right to file any and all documents and take any action it deems necessary to fully establish protection of its security interest in the Products; however, the failure of the Seller to file any such document shall not in any way act as a waiver of Seller’s right to such security interest.

 

  1. Assembly/Installation work

In the event the Buyer desires for the Seller to perform any assembly/installation work, the said work will be performed pursuant to a separate agreement to be entered into in writing by both the Buyer and the Seller detailing the terms of the said work.

  1. Set-up Charges


A non-recurring set-up charge may be imposed for any special tooling, including without limitation, dies, fixtures, moulds and patterns acquired to manufacture items sold subsequent to this contract. Such special tooling shall be and remain the Sellers property notwithstanding payment of any charges therefore by the Buyer unless otherwise agreed to. Payment of charges in connection with tooling or apparatus does not constitute ownership of same. All charges in connection with this contract will be imposed only with the knowledge and acceptance of the Buyer. The Seller shall have the right to alter, discard or otherwise dispose of any special tooling or other property at its sole discretion at any time.

 

 

  1. Contract Price

(a) The Buyer shall purchase the Products and, if applicable, shall pay for the services provided, from the Seller at the Contract Price. Prices are subject to change without prior notice and the Seller shall thereafter notify the Buyer of any price increases. In the event of a price increase, the Buyer may cancel any undelivered portion of any order by written notice to the Seller, provided such notice is received by the Seller not more than seven (7) days after the Buyer’s receipt of the Seller’s notice of price increase. Upon cancellation, the Buyer shall pay the Seller: (1) the Contract Price for all Products which have been completed or are in the process of completion, (2) components or goods secured by the Seller from outside sources for the performance of the Contract, and (3) special tooling and equipment procured for the performance of the Contract. All prices shall be confidential and the Buyer shall not disclose such prices to any unrelated party.
(b) All Contract Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by the Buyer.
(c) The Contract Price excludes shipping and handling charges, which are the obligation of the Buyer and will be added to the invoice if prepaid by the Seller.

 

  1. Payment Terms
    (a) Payment of the goods are to be paid in full as per the submitted invoice provided by the Seller.
    (b) If the Buyer disputes any invoice or portion thereof, it shall notify the Seller in writing within ten(10) days of receipt of the said Invoice. The Buyer is to detail the reason for the dispute, and pay all undisputed amounts. All charges not timely disputed in writing shall be deemed to be undisputed and shall be due and payable as set forth above.
  2. Disclaimer of Warranty (a)
    The Seller warrants that all products manufactured by the Seller shall, at the time of sale, comply with applicable Seller specifications. All products not manufactured by the Seller are sold only with the warranties provided by the manufacturer of products, if any. The Seller makes no other warranty with respect to the products and disclaims any and all warranties, express or implied, including the implied warranties or merchantability and fitness for a particular purpose. The Seller’s personnel are not authorized to alter this disclaimer of warranty. Customer service only shall not be deemed to act as a warranty or approval of the Buyer’s installation, use or maintenance of the Products nor shall the Seller be liable for failure to detect improper use, maintenance or installation of the Products by the Buyer.
  3. Limitation of Liability

In no event shall the Seller be liable to the Buyer or any third party for any loss of use, revenue or profit or diminution in value. In no event shall the Seller’s aggregate liability arising out of or related to the contract, whether arising out of or related to breach of contract, (including negligence) or otherwise, exceed the total of the amounts paid to the Seller for the products sold or, as to services, for the amounts paid to the Seller for services performed hereunder.

 

 

  1. Mis-use of products

The Buyer must not use the Products in connection with any hazardous activity where the failure of a single component could cause substantial harm to persons or property. If so used, the Buyer agrees to indemnify and hold the Seller harmless from any and all causes of action, claims, costs, liabilities and losses that arise from or relate to the use of the Products in such facilities, applications or activities.

 

  1. Compliance with Laws

(a) The Seller shall take reasonable steps to ensure the Products are in conformity with applicable laws and regulations, however, the Buyer acknowledges that the Products may be used in various jurisdictions and therefore the Seller cannot warrant compliance with all applicable laws and regulations. The Seller disclaims any representation or warranty that the Products conform to Federal State or local laws, regulations, ordinances, codes or standards, except as expressed by the Seller in writing. The Buyer shall comply with all applicable laws, regulations and ordinances. The Seller is committed to complying with all relevant export laws.

 

  1. Intellectual Property

Where Purapool Pty. Ltd. has designed, drawn or developed goods then the copyright in any drawings and designs and documents shall remain the property of Purapool Pty. Ltd. Under no circumstances may such designs, drawings and documents be used without the express written approval of Purapool Pty. Ltd.

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.

 

  1. Confidential Information

All non-public, confidential or proprietary information of the Seller, including but not limited to specifications, samples, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by the Seller to the Buyer whether disclosed orally or disclosed or accessed in written, electronic or other form of media and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Seller in writing. Upon the Seller’s request the Buyer shall promptly return all documents and other materials received from the Seller.