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Terms and Conditions

Terms and Conditions

  1. Acceptance of application

    1. This Application is accepted by Valves, Fittings upon receipt by the Applicant of written notification given by Valves, Fittings’s authorised representative (“the Notification”) that the Application is accepted by Valves, Fittings.

    2. If this Application is successful a fixed credit limit will be determined by Valves, Fittings. Should the account balance exceed the limit Valves, Fittings reserves the right to withhold the credit facility without notice to the Applicant.

  2. Credit limit

    1. The Notification, at Valves, Fittings’s absolute discretion, may state the aggregate maximum credit limit Valves, Fittings will extend to the Applicant. Valves, Fittings may alter the aggregate maximum credit limit or extend credit to the Applicant in excess of the aggregate maximum credit limit upon notice to the Applicant.

  3. Payment of GST

    1. The Applicant agrees that all Goods and Services Tax (“GST”) imposed pursuant to A New Tax System (Goods and Services Tax) Act 1999 (Cth) on goods the subject of any contract between the Applicant and Valves, Fittings will be paid by the Applicant. The price shall be increased by the amount of any GST and other taxes and duties which may be applicable (except if such taxes are expressly included in any quotation given by Valves, Fittings).

  4. Payment of invoices

    1. The Applicant understands that any quotation for goods supplied by Valves, Fittings is valid only for the period for acceptance stated in the quotation document or, if no period is stated, then within 30 days.

    2. The Applicant understands that it will receive a tax invoice at the time of purchase, and that payment in full must be forwarded to, and received by, Valves, Fittings within 30 days of the end of the calendar month in which the tax invoice was issued.

    3. The Applicant understands that, should the Applicant default in payment of any monies due under an invoice, no further credit will be allowed until notified by Valves, Fittings.

    4. The Applicant agrees that Valves, Fittings has the right to charge interest at the current Bank of Western Australia Ltd overdraft rate on all overdue monies up to the date of payment provided that the interest rate will not exceed 1.5% per calendar month.

  5. Guarantor and authority to make inquires

    1. The Applicant agrees to pay any duty in relation to the credit account and any guarantee entered into as required by Valves, Fittings.

    2. The Applicant agrees that expenses, costs or disbursements, plus any GST applicable thereto, incurred in recovering any outstanding monies, including debt collection agency fees and legal costs will be paid by the Applicant on a solicitor/client basis.

    3. The Applicant agrees to provide a Guarantor or Guarantors acceptable to Valves, Fittings on the terms and conditions set out in part (B.) of this Application. Any Guarantors must be natural persons and must sign the attached Guarantee prior to the submission of this Application.

    4. The Application gives Valves, Fittings and its authorised representatives authority to make inquiries as to credit and financial responsibility of the Applicant and the Guarantor and obtain and/or give trade/commercial references from time to time.

  6. Passing of risk

    1. The goods ordered by the Applicant from Valves, Fittings are at the Applicant’s risk from the time that the goods leave Valves, Fittings’s premises for delivery to the Applicant.

  7. Passing of property

    1. Ownership of all goods ordered by the Applicant from Valves, Fittings remains with Valves, Fittings until:

      1. the Applicant has paid the full price of the all goods outstanding; and

      2. the Applicant has met all other obligations due by the Applicant to Valves, Fittings in respect of all contracts between Valves, Fittings and the Applicant, and that the goods, or proceeds of the sale of goods, shall be kept separate until Valves, Fittings has received payment and all other obligations of the Applicant are met.

    2. The Applicant agrees that upon receipt of the delivered goods, the Applicant must store the goods separately from property belonging to the Applicant.

    3. It is further agreed that:

      1. the Applicant shall not deal with the money of Valves, Fittings in any way which may be adverse to Valves, Fittings;

      2. until such time as ownership of the goods passes from Valves, Fittings to the Applicant, Valves, Fittings may give notice in writing to the Applicant to return the goods or any of them to Valves, Fittings. Upon such notice the rights of the Applicant to obtain ownership or any other interest in the goods shall cease;

      3. if the Applicant fails to return the goods to Valves, Fittings then Valves, Fittings or Valves, Fittings’s agent may enter upon and into land and premises owned, occupied or used by the Applicant, or any premises as the invitee of the Applicant, where goods are situated and take possession of the goods, without being responsible for any damage thereby caused;

      4. receipt by Valves, Fittings of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then Valves, Fittings’s ownership of rights in respect of the goods shall continued;

      5. the Applicant shall not charge the goods in any way nor grant nor otherwise give any interest in the goods while they remain the property of Valves, Fittings;

      6. Valves, Fittings may require payment of the price or the balance of the price due together with any other amounts due from the Applicant to Valves, Fittings arising out of these terms and conditions, and Valves, Fittings may take any lawful steps to require payment of the amounts due and the price;

      7. Valves, Fittings can issue proceedings to recover the price of the goods sold notwithstanding that ownership of the goods may not have passed to the Applicant.

    4. Valves, Fittings and any of its employees is hereby irrevocably authorised to enter upon any premises occupied by the Applicant in order to take possession of any of the goods delivered by Valves, Fittings for which payment has not been made under cause 4.2 above.

  8. Inspection of goods

    1. The Applicant shall inspect the goods on delivery or installation and must notify Valves, Fittings of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote within seven (7) days of delivery or installation. If the Applicant does not give Valves, Fittings an opportunity to inspect the goods or installation within a reasonable time following delivery, the goods or installation shall be conclusively presumed to be in accordance with the terms and conditions and free from any defect or damage.

    2. The Applicant understands that where second-hand goods are provided the Applicant will receive notification, and acknowledges that the Applicant will fully inspect the second-hand goods, and indemnifies Valves, Fittings against any loss or damage arising therefrom.

  9. Delivery of goods

    1. Delivery of goods shall be to the Applicant’s address, and the Applicant shall make all arrangements necessary to take delivery of the goods whenever they are tendered for delivery, or delivery shall be made to the Applicant at the premises of Valves, Fittings.

    2. The Applicant agrees that:

      1. delivery of the goods to a carrier, either named by the Applicant, or, failing such naming, to a carrier at the discretion of Valves, Fittings, for the purpose of transmission to the Applicant, is deemed to be a delivery of the goods to the Applicant;

      2. the failure of Valves, Fittings to deliver shall not entitle either party to treat this contract as repudiated; and

      3. Valves, Fittings shall not be liable for any loss or damage whatever due to failure by Valves, Fittings to deliver the goods (or any of them) promptly or at all.

  10. Warranty

    1. The warranty period is (unless agreed otherwise in writing) twelve (12) months, and does not cover:

      1. damage to other goods (apart from those covered by warranty), or other losses, loss of profits, damages or injuries or consequential loss; and

      2. any claim that is not made within the applicable warranty period, and in accordance with the procedures and requirements set out in this clause.

    2. The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:

      1. failure by the Applicant to correctly set up, apply, fit, or properly maintain the product; or

      2. failure by the Applicant to follow any instructions or guidelines provided by the manufacturer or Valves, Fittings; or

      3. any use of the product other than for any application specified on a quote or order form; or

      4. the continued use of the product after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user of the product; or

      5. fair wear and tear on the product; or

      6. human error in operating or using the product; or

      7. any accident; or

      8. an act of God; or

      9. if the product is repaired, altered or overhauled without Valves, Fittings’s consent; or

      10. the Applicant sells the product or allows any person other than the Applicant or an employee of the Applicant to use or control the product.

  11. The Consumer and Competition Act (Cth) (“CCA”) and Fair Trading Act (“FTA”)

    1. Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the CCA or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where applicable.

  12. Default

    1. Without prejudice to any other remedies Valves, Fittings may have, if at any time the Applicant is in breach of any obligation (including those relating to payment), Valves, Fittings may suspend or terminate the supply of goods and the supply of credit to the Applicant, or require cash on delivery. Valves, Fittings  will not be liable to the Applicant for any loss or damage the Applicant suffers because Valves, Fittings exercised its rights under this clause.

    2. If it is necessary for Valves, Fittings to either suspend or terminate the supply of goods or credit, then Valves, Fittings shall be entitled to immediate payment of a sum equal to the price of all goods then unpaid.

    3. If:

      1. any money payable to Valves, Fittings becomes overdue, or in Valves, Fittings’s opinion the Applicant will be unable to meet its payments as they fall due; or

      2. the Applicant becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

      3. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Applicant or any asset of the Applicant;

then:

  1. Valves, Fittings shall be entitled to cancel all or any part of any order of the Applicant which remains unperformed in addition to and without prejudice to any other remedies; and

  2. all amounts owing to Valves, Fittings shall, whether or not due for payment, immediately become due and payable, together with costs and expenses as provided for in clause 13.1 below.

  3. Valves, Fittings may cancel these terms and conditions or cancel delivery of goods and services at any time before the goods are delivered by giving written notice. On giving such notice, Valves, Fittings shall promptly repay to the Applicant any sums paid in respect of the price for those goods, and Valves, Fittings shall not be liable for any loss or damage whatsoever arising from such cancellation.

  4. Costs

    1. If payment is not made by the Applicant in accordance with terms of this agreement, then the Applicant must pay all costs and other expenses of whatsoever nature (including all debt collection fees and commissions and legal expenses on a solicitor/client basis) which may be incurred by Valves, Fittings in recovering any sums due.

  5. Security and charge

    1. the Applicant hereby charges all land owned or on the future acquired by it to secure all monies which are or may become owing under this agreement and:

      1. consents to an absolute caveat being registered by Valves, Fittings at any time in respect of such land to protect its charge; and

      2. must enter into a mortgage in respect of such land immediately upon request by an authorised representative of Valves, Fittings, such mortgage shall contain standard clauses prepared by Valves, Fittings’s solicitors.

  6. PPS Act and Registration

    1. The Applicant acknowledges and agrees that:

      1. all goods ordered by the Applicant from TVC, and all proceeds from the sale or other disposal of such goods, are subject to a security interest (as that term is defined in the Personal Property Securities Act 2009 (CTH) (“PPSA”) until the Applicant has paid the full price outstanding of all such goods and has met all other obligations due by the Applicant to Valves, Fittings in respect of all contracts between Valves, Fittings and the Applicant; and

      2. Valves, Fittings may register a financing statement in the Personal Property Securities Register against the Applicant and all goods ordered by the Applicant from Valves, Fittings to perfect the security interest and otherwise comply with the PPSA.

    2. At Valves, Fittings’s request, the Applicant agrees to do everything that Valves, Fittings requires in order to obtain a more effective security interest or the priority that Valves, Fittings requires over the goods or proceeds from the sale or other disposal of such goods, including, without limitation, providing details about the Applicant or the property subject to Valves, Fittings’s security interest.

    3. The Applicant waives any right to receive any notices under the PPSA unless they are required to be given and cannot be excluded, including the right to receive notice of a verification statement under section 157 of the PPSA.

    4. The Applicant must give Valves, Fittings immediate notice before it changes its name, if any ABN, ACN, ARBN or ARSN allocated to it changes, is cancelled or ceases to apply to it or if any ABN, ACN, ARBN or ARSN is allocated to it where it did not previously have one.

    5. To the extent permitted by s 115(1) and s 115(7) of the PPSA, the Applicant and Valves, Fittings agree to contract out of the following provisions of the PPSA: s 121(4) (enforcement of liquid asset security – notice); s 125 (obligation to dispose of or retain collateral); ss 129(2) and 129(3) (requirements for disposal by purchase); s 132 (obligation to give statement of account); s 142 (redemption of collateral); and s 143 (reinstatement of security agreement).

    6. To the extent permitted under the PPSA, including section 275(6) of the PPSA, the parties must not disclose information, Including the existence of and content of any documents relating to the security interest, to or at the request of an interested person as defined in section 275(9) of the PPSA.

  7. Collection of information

    1. The Applicant and/or the Guarantor/s agree to Valves, Fittings obtaining from a credit reporting agency a credit report containing personal credit information about the Applicant and Guarantor/s in relation to credit provided by the Valves, Fittings.

    2. The Applicant and/or the Guarantor/s agree that Valves, Fittings may exchange information about the Applicant and Guarantor/s with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the following purposes:

      1. to assess an application by the Applicant;

      2. to notify other credit providers of a default by the Applicant;

      3. to exchange information with other credit providers as to the status of this credit account, where the Applicant is in default with other credit providers; and

      4. to assess the credit worthiness of the Applicant and/or Guarantor/s.

    3. TVC may give information about the Applicant to a credit reporting agency for the following purposes:

      1. to obtain a consumer credit report about the Applicant; and/or

      2. to allow the credit reporting agency to create or maintain a credit information file containing information about the Applicant.

    4. The Applicant consents to Valves, Fittings being given a consumer credit report to collect overdue payment on commercial credit (section 20E(2) and 20F of the Privacy Act 1988 (Cth)).

    5. The Applicant agrees that personal data provided may be used and retained by Valves, Fittings for the following purposes and for other purposes as agreed between the Applicant and Valves, Fittings or required by law from time to time:

      1. provision, and/or marketing of goods and or services by Valves, Fittings, its agents or distributors in relation to the goods and services;

      2. analysing, verifying and/or checking the Applicant’s credit, payment and/or status in relation to the provision of goods or services;

      3. processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Applicant; and

      4. enabling the daily operation of the Applicant’s account and/or the collection of amounts outstanding in the Applicant’s account in relation to the goods and services.

  8. Disposal of goods

    1. If:

      1. Valves, Fittings retains possession or control of the goods; and

      2. payment of the price is due to Valves, Fittings; and

      3. Valves, Fittings has made demand in writing of the Applicant for payment of the price in terms of this agreement; and

      4. Valves, Fittings has not received the price of the goods,

 

 

then TVC may dispose of or sell the goods as it sees fit, with no liability for any loss or damage suffered by the Applicant as a result.

  1. General

    1. This agreement supersedes all prior agreements, understandings and negotiations. No terms and conditions which are at variance with these terms and conditions apply to the provision of credit, unless expressly accepted by Valves, Fittings.

    2. If any provision of these terms and conditions is invalid, void or illegal or unenforceable, the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. All goods supplied by Valves, Fittings are subject to the laws of Western Australia and Valves, Fittings takes no responsibility for changes in the law which affect the goods supplied.

    3. The Applicant agrees that:

      1. Valves, Fittings shall be under no liability whatever to the Applicant for any indirect loss and/or expense (including loss of profit) suffered by the Applicant arising out of a breach by the Valves, Fittings of these terms and conditions;

      2. the Applicant shall not set off against the price amounts due from Valves, Fittings;

      3. Valves, Fittings may license or sub-contract all or any part of its rights and obligations without the Applicant’s consent;

      4. Valves, Fittings reserves the right to review these terms and conditions at any time and from time to time. If, following any such review, there is to be any change in such terms and conditions that change will take effect from the date on which Valves, Fittings notifies the Applicant of such change; and

      5. any variation from the plan of scheduled works or specifications, or from measurements taken on site, will be charged for on the basis of this quotation and will be shown as extras on the invoice. Payment for all extras must be made in full at their time of completion.

    4. If the Application is made by more than one Applicant, each Applicant is jointly and severally liable under this agreement.

    5. If the Applicant signs the Application as the trustee of a trust, the Applicant is personally liable for the performance of all terms and conditions contained in this agreement and agrees that Valves, Fittings’s right of recourse under this agreement shall are not limited to the Applicant’s assets, but extend to the assets of the trust.

    6. The Applicant shall pay all duties, fees and expenses associated with the Application and the registration of any caveats, withdrawal of caveats, mortgages or discharge of mortgagees and any duty.

    7. This agreement is governed by the laws of Western Australia, and the Applicant agrees to submit to the exclusive jurisdiction of the Courts of Western Australia.