Terms and Conditions of Trade
1. ORDER FOR GOODS
An order given to AHPC is binding on AHPC and the Customer, if
(a) a written acceptance is signed for or on behalf of AHPC; or
(b) the Goods are supplied by AHPC in accordance with the order; or
(c) Orders via web portal have been completed after checking the terms and conditions agreement check box and the customer has submitted a purchase order reference.
An acceptance of the order by AHPC is then to be an acceptance of these conditions of sale by AHPC and the Customer and these Terms and Conditions will override any conditions contained in the Customer’s order. AHPC reserves the right to accept a part only of any order by notifying the Customer in writing or by delivering the goods to the Customer. No order shall be binding on AHPC until accepted by it.
An order which has been accepted in whole or in part by AHPC cannot be cancelled
All prices are subject to change without notice and all orders are accepted for delivery on the condition that goods will be invoiced at the prices ruling at the date that the goods are due for despatch.
Payment for goods and costs shall be made by the Customer so that AHPC receives monies on or before the last working day of the month following invoice date.
Should the customer default in making any payment then AHPC shall have the right to:
(a) charge interest at the rate charged by AHPC’s bankers for overdraft accommodation, such interest shall apply from the date that the invoice was due for payment until the date payment is received by AHPC; and/or
(b) withhold further deliveries or cancel a contract without prejudice to any of its existing rights.
Goods and Services Tax (GST) will be shown separately in the account for the sale of the goods and the provision for service. The amount of GST payable in respect of the supply of the goods is payable by the Customer. The Customer must indemnify AHPC in respect of GST paid and payable by AHPC in respect of the supply of the goods and of the service.
Goods may be returned by prior arrangement only, other than in the case of warranty or consumer guarantee claims. A restocking charge of up to 25% of the invoice price may be charged at AHPC’s discretion, to offset AHPC costs in any quality rechecking, packaging and administrative costs of such returns.
6. DELIVERY DELAYS
The times quoted for delivery are estimates only and AHPC accepts no liability for failure or delay in delivery of goods. The Customer is not relieved of any obligation to accept or pay for goods by reason of any delay in delivery. Goods may be delivered by instalments at the discretion of AHPC. Risk in accepting the goods passes to the Customer on delivery, which occurs when the goods are delivered to the Customer’s premises as indicated on the order.
7. TITLE OF GOODS
Risk in the goods shall pass upon delivery but title to the goods shall remain with AHPC until all monies owing by the Customer to AHPC have been paid in full, whether such monies are in respect of the monies payable under a specific contract or on any other account whatsoever and until such time the Customer shall, if so required by AHPC, store the goods in a manner which clearly indicates that the goods are owned by AHPC and the Customer shall in any event hold the goods as bailee thereof subject nevertheless to its right to deal with the goods in the ordinary course of its business on the basis that any monies received as result of such dealing shall be held by the Customer in a separate account for the benefit of AHPC. In the event that the Customer does so deal with the goods but does not obtain payment therefore the Customer shall, at AHPC’s request, assign to AHPC any debt owing to the Customer in relation to such dealing and the Customer hereby irrevocably appoints AHPC as its attorney with all powers permitted by law for the purpose of perfecting any such assignment and to effect a recovery of any such debt in the name of the Customer for the benefit of AHPC. The provisions of this clause shall apply notwithstanding any subsequent or other agreement between the parties under which AHPC or a related company of it gives the Customer credit.
AHPC is authorised to enter the premises of the Customer without prior notice in order to retake possession of any goods to which title has not passed to the Customer. The Customer agrees to pay all expenses, legal or otherwise, incurred by AHPC by reason of retaking or attempting to retake possession of goods.
8. PERSONAL PROPERTIES AND SECURITIES ACT 2009 (Cth) (“PPSA”)
Defined terms in this clause have the same meaning as given to them in the PPSA. AHPC and the Customer acknowledge that these Terms and Conditions constitute a Security Agreement and gives rise to a Purchase Money Security Interest (PMSI) in favour of AHPC over the goods supplied or to be supplied to the Grantor pursuant to these Terms and Conditions. The goods supplied or to be supplied under these Terms and Conditions fall within the PPSA classification of “Other Goods” acquired by the Customer pursuant to these Terms and Conditions. AHPC and the Customer acknowledge that AHPC, as Secured Party, is entitled to register its interest in the goods supplied or to be supplied to Customer, as Grantor, under these Terms and Conditions on the PPSA Register as Collateral.
To the extent permissible at law, the Customer:
(a) waives its right to receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relating to a Security Interest granted by the Customer, as Grantor, to AHPC.
(b) agrees to indemnify AHPC on demand for all costs and expenses, including legal costs and expenses on a solicitor/client basis, associated with the;
(i) registration or amendment or discharge of any Financing Statement registered by or on behalf of AHPC; and
(ii) enforcement or attempted enforcement of any Security Interest granted to AHPC by the Customer.
(c) agrees that nothing in sections 130 to 143 of the PPSA will apply to these Terms or the Security under these Terms and Conditions.
(d) agrees to waive its right to do any of the following under the PPSA:
(i) receive notice of removal of an Accession under section 95;
(ii) receive notice of an intention to seize Collateral under section 123;
(iii) object to the purchase of the Collateral by the Secured Party under section 129;
(iv) receive notice of disposal of Collateral under section 130;
(v) receive a Statement of Account if there is no disposal under section 130(4);
(vi) receive a Statement of Account under section 132(3)(d) following a disposal showing the amounts paid to other Secured Parties and whether Security Interests held by other Secured Parties have been discharged.
(vii) receive notice of retention of Collateral under section 135;
(viii) redeem the Collateral under section 142; and
(ix) reinstate the Security Agreement under section 143.
AHPC’s liability in respect of a breach of a consumer guarantee or any express warranty provided by AHPC for the goods not of a kind ordinarily acquired for personal, domestic or household use is limited to, to the extent permissible by law and at AHPC’s option;
(a) the replacement of the goods or the supply of equivalent goods;
(b) the repair of the goods;
(c) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(d) the payment of the cost of having the goods repaired.
To the extent permitted by law, all other warranties whether implied or otherwise, not set out in these Terms and Conditions are excluded and AHPC is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate the Customer for:
(a) any increased costs or expenses;
(b) any loss of profit, revenue, business, contracts or anticipated savings;
(c) any loss or expense resulting from a claim by a third party; or
(d) any damage or fault in performance arising out of incorrect or inappropriate operation of the goods by the Customer;
(e) any special, indirect or consequential loss or damage of any nature whatsoever caused by the AHPC failure to comply with its obligations.
These Terms and Conditions are to be construed in accordance with the laws from time to time in the State of New South Wales and the Commonwealth of Australia. These Terms and Conditions contain all of the terms and conditions of the contract between the parties and may only be varied by agreement in writing between the parties.
Any conditions found to be void, unenforceable or illegal may, to that extent be severed from the Agreement.