Trading Terms & Conditions
Hipac Healthcare Pty Ltd
ACN 600 353 688
(“Hipac”)
Trading Terms and Conditions
For Sale of Goods
These Trading Terms & Conditions (“Terms”) apply (unless otherwise previously agreed in writing) to the supply of Goods by Hipac to a Customer from time to time. Any supply of Goods by Hipac to the Customer made after the date of acceptance of these Terms is a supply pursuant to the supply agreement constituted by these Terms and the relevant order accepted by Hipac and any such supply does not give rise to a new or separate agreement.
1. Interpretation
In these Terms unless the contrary intention appears:
- “Additional Charges” includes all delivery, handling and storage charges, goods and services tax, testing, stamp duty, interest, legal and other costs of recovery of unpaid money and all other government imposts and all money, other than the Purchase Price, payable by the Customer to Hipac arising out of the sale of the Goods.
- “Customer” means the person to or for whom the Goods are to be supplied by Hipac.
- “Goods” means the goods sold to the Customer by Hipac and includes any services provided by Hipac to Customer.
- “Hipac” means Hipac Healthcare Pty Ltd ACN 600 353 688.
- “PPSA” means the Personal Property Securities Act 2009 (Cth)
- “Purchase Price” means the list price for the Goods as charged by Hipac at the date of delivery or such other price as may be agreed by Hipac and the Customer prior to delivery of the Goods.
2. Quotations
Unless otherwise agreed or indicated by Hipac, a quotation by Hipac is open for acceptance within 30 days of the date of quotation.
3. Order for Goods
3.1 An order given to Hipac is binding on Hipac and the Customer, if:
3.1.1 a written acceptance is signed for or on behalf of Hipac; or
3.1.2 the Goods are supplied by Hipac in accordance with the order.
3.2 An acceptance of the order by Hipac is then to be an acceptance of these Terms by Hipac and the Customer and these Terms will override any conditions contained in the Customer’s order. Hipac 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 is binding on Hipac until accepted by it.
3.3 An order which has been accepted in whole or in part by Hipac cannot be cancelled by the Customer without obtaining the prior written approval of Hipac, which it may refuse in its absolute discretion.
3.4 Pricing is subject to USD/AUD fluctuation. In the event of an exchange rate movement Hipac reserves the right to withdraw and/or reissue the quote accordingly.
3.5 All goods are quoted exclusive of GST and any other duties and taxes unless specifically listed.
4. Warranties
4.1 Hipac’s liability is limited to, to the extent permissible by law and at Hipac’s option;
4.1.1 in relation to the Goods: the replacement of the products or the supply of equivalent products the repair of the products the payment of the cost of replacing the products or of acquiring equivalent products; or The payment of the cost of having the products repaired
4.1.2 where the Goods are services: the supply of service again; or the payment of the cost of having the services supplied again.
4.2 Any claims to be made against Hipac for short deliver of Goods must be lodged with Hipac in writing within 15 days of the delivery date.
4.3 The following warranties apply to Hipac product ranges: At Risk Patient Protection Products – as stated on our website www.hipac.com.au Hospital Furniture – 1 year from date of dispatch Lighting, Booms, Integration – 1 year from date of dispatch Operating Tables – 1 year from date of dispatch Accessories & Spare Parts (excluding hand controls, mattresses or gel) – 1 year from date of dispatch) Hand Controls, Mattresses or Gel – 3 months from date of dispatch
4.4 To the extent permitted at law, all other warranties whether implied or otherwise, not set out in these Terms are excluded and Hipac is not liable in contract, tort (including, without limitation, negligence or breach of statutory duty) or otherwise to compensate Customer for:
4.4.1 any increased costs or expenses;
4.4.2 any loss of profit, revenue, business, contracts or anticipated savings;
4.4.3 any loss or expense resulting from a claim by a third party; or
4.4.4 any special, indirect or consequential loss or damage of any nature whatsoever caused by Hipac’s failure to complete or delay in completing the order to deliver the Goods.
5. Delivery
5.1 The times quoted for delivery are estimates only and Hipac 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 Hipac.
5.2 Risk in accepting the Goods passes on delivery to the Customer.
5.3. Unless otherwise agreed, delivery shall be deemed to have taken place;
5.3.1 If the good are to be collected from Hipac’s premises #then; just prior to the Goods being loaded onto the carrier organised by the Customer; or at the time and date when the Goods are scheduled to be collected by the Buyer; whichever occurs first, or; (iii) if the Goods are to be delivered to the Customer’s address as nominated by the Customer, then just prior to the Goods being unloaded from the Carrier at the nominated address in accordance with the order.
5.4 In the event that delivery of the Goods or service is delayed at the Customer’s request while Hipac staff are at the Customer’s premises, Hipac reserves the right to charge the Customer a waiting time rate at $138.70 per hour per staff member.
5.5 In the event that delivery of the Goods is delayed at the Customer’s request prior to delivery, Hipac reserves the right to invoice the Customer for the Goods which are stored at its warehouse pending delivery.
5.6 The normal hours of work by Hipac staff are 7:00am – 5:00pm Monday to Friday, excluding public holidays. In the event that the Customer requests delivery of the Goods or service after normal work hours, the Customer shall notify Hipac of this requirement prior to placing the order. Hipac may in its discretion decided to reject the order, or accept the order and charge an additional 50% loading.
5.7 All Additional Charges are payable by the Customer in addition to the Purchase Price of the Goods.
5.8. Return of Goods will not be accepted by Hipac except by prior agreement in writing with Hipac. Hipac may refuse to accept any Goods returned which it has not agreed to and may reship the Goods to the Customer at the Customer’s expense. Any Goods returned will be subject to a restocking charge of 20% of the Purchase Price of those Goods. Made to order and custom products are not returnable.
6. Structural Mounting
6.1 Where Goods are supplied that require structural mounting, it shall be the responsibility of the Customer to ensure that suitable structural mounting is provided as per Hipac guidelines attached to the relevant quotation or order confirmation. The Customer must provide the required structural mounting at the mount location.
6.2 Any quotations or orders which require structural mounting will allow for one structural test of the structural mounting. If Hipac determines that it is not fit for purpose and further testing is required, the Customer will incur Additional Charges for any additional testing.
7. Price and Payment
7.1 The Customer must pay the Purchase Price and the Additional Charges to Hipac.
7.2 If the Customer is in default, Hipac may at its option withhold further deliveries or cancel a contract without prejudice to any of its existing rights.
7.3 All payments are due as per the payment terms show on the quote and invoice.
7.4 All amounts payable by the Customer under these Terms must be paid without set-off or counter claim of any kind.
7.5 Hipac reserves its right to requirement payment in advance or otherwise modify its credit terms.
8. Advice and Information
8.1 Any advice or information provided by Hipac in relation to the Goods or their use under any specific conditions, the life and wear of the Goods or their immunity from the possibility of attack by corrosion, pitting, erosion, chemical, electrolytic action or otherwise is given in good faith and is believed by Hipac to be appropriate and reliable but is given without any liability as to the suitability of the Goods for a particular purpose.
9. Retention of Title
9.1 Ownership, title and property of the Goods remains with Hipac until payment in full for the Goods and all sums due and owing by the Customer to Hipac on any account has been made. Until the date of payment:
9.1.1 the Customer has the right to sell the Goods in the ordinary course of business;
9.1.2 until the Goods have been sold by the Customer in the ordinary course of the Customer’s business, the Customer holds the Goods as bailee for Hipac;
9.1.3 the Goods are always at the risk of the Customer.
9.2 The Customer is deemed to be in default immediately upon the happening of any of the following events:
9.2.1 if any payment to Hipac is not made promptly before the due date for payment;
9.2.2 if the Customer ceases to carry on business or stops or suspends payment or states its intention of so doing or is unable to pay its debts as they fall due or if any cheque or bill of exchange drawn by the Customer payable to Hipac is dishonoured;
9.3 In the event of a default by the Customer, then without prejudice to any other rights which Hipac may have at law or under this agreement:
9.3.1 Hipac or its agents may without notice to the Customer enter the Customer’s premises or any premises under the control of the Customer for the purposes of recovering the Goods.
9.3.2 Hipac may recover and resell the Goods;
9.3.3 if the Goods cannot be distinguished from similar Goods which the Customer has or claims to have paid for in full, Hipac may in its absolute discretion seize all goods matching the description of the Goods and hold same for a reasonable period so that the respective claims of Hipac and the Customer may be ascertained. Hipac must promptly return to the Customer any goods the property of the Customer and Hipac is in no way liable or responsible for any loss or damage to the Goods or for any loss, damage or destruction to the Customer’s business howsoever arising from the seizure of the Goods.
9.3.4 In the event that the Customer uses the Goods in some manufacturing or construction process of its own or some third party, then the Customer must hold such part of the proceeds of sale of such manufacturing or construction process as relates to the Goods in trust for Hipac. Such part will be an amount equal in dollar terms to the amount owing by the Customer to the Hipac at the time of the receipt of such proceeds. The Customer will pay Hipac such funds held in trust upon the demand of Hipac.
10. PPSA
10.1 Defined terms in this clause have the same meaning as given to them in the PPSA.
10.2 Hipac and the Customer acknowledge that these Terms constitute a Security Agreement and entitle the Hipac to claim a Purchase Money Security Interest (“PMSI”) in favour of Hipac over the Collateral supplied or to be supplied to the Customer as Grantor pursuant to these Terms.
10.3 The goods supplied or to be supplied under these Terms fall within the PPSA classification of ”Other Goods” acquired by the Customer pursuant to these Terms.
10.4 Hipac and the Customer acknowledge that Hipac, as Secured Party, is entitled to register its Security Interest in the Collateral supplied or to be supplied to Customer pursuant to these Terms on the PPS Register.
10.5 To the extent permissible at law, the Customer:
10.5.1. 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 to Hipac.
10.5.2 agrees to indemnify Hipac on demand for all costs and expenses, including legal costs and expenses on a solicitor/ client basis, associated with the;
10.5.2.1 registration or amendment or discharge of any Financing Statement registered by or on behalf of Hipac; and
10.5.2.2 enforcement or attempted enforcement of any Security Interest granted to Hipac by the Customer;
10.5.3 agrees that nothing in sections 130 and 143 of the PPSA will apply to these Terms or the Security under these Terms;.
10.5.4 agrees to waive its right to do any of the following under the PPSA:
10.5.4.1 receive notice of removal of an Accession under section 95;
10.5.4.2 receive notice of an intention to seize Collateral under section 123;
10.5.4.3 object to the purchase of the Collateral by the Secured Party under section 129;
10.5.4.4 receive notice of disposal of Collateral under section 130;
10.5.4.5 receive a Statement of Account if there is no disposal under section 132(4);
10.5.4.6 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.
10.5.4.7 receive notice of retention of Collateral under section 135;
10.5.4.8 redeem the Collateral under section 142; and
10.5.4.9 reinstate the Security Agreement under section 143.
10.5.5 All payments received from the Customer must be applied in accordance with section 14(6)(c) of the PPSA.
11. Force Majeure
Hipac is not liable for any delay or any breach or default under these Terms due to any act of God, labour dispute difficulty in procuring materials, accidents, legislative restrictions or other acts whatsoever beyond Hipac’s reasonable control. Notwithstanding this clause, any event of force majeure shall not affect or extend the time for the performance of the Customer’s obligation to make timely payment to Hipac.
12. On-Sale
12.1 The Customer agrees that upon the on-sale of any Goods to third parties, it will:
12.1.1 inform any third party involved of these Terms;
12.1.2 inform any third party of the Hipac’s product warranties if any; and
12.1.3 not make any misrepresentations to third parties about the Goods.
13. Indemnity
To the full extent permitted by law, Customer will indemnify Hipac and keep Hipac indemnified from and against any liability and any loss or damage Hipac may sustain, as a result of any breach, act or omission, arising directly or indirectly from or in connection with any breach of any of these Terms by Customer or its representatives.
14. General
14.1 These Terms 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. The parties submit to the non-exclusive jurisdiction of the Courts of New South Wales, Australia and any courts which may hear appeals from those courts in respect to any proceedings in connection with these Terms.
14.2 These Terms contain all of the terms and conditions of the contract between the parties. No additions to, deletion from or modification of any of these Terms by the Customer will be binding on Hipac unless acknowledged and agreed to in writing by Hipac.
14.3 Hipac may amend these Terms at any time by written notice to the Customer. Any change by Hipac will be deemed to be accepted unless within 10 days from notice of such change the Customer notifies Hipac in writing of their exception.
14.4 Any conditions found to be void, unenforceable or illegal may, to that extent be severed from the Agreement.
14.5 No waiver of any of these Terms or failure to exercise a right or remedy by Hipac will be considered to imply or constitute a further waiver by Hipac of the same or any other term, condition, right or remedy.
14.6 Any errors and omissions made in the preparation of sales quotations are excluded. If errors or omissions are made Hipac reserves the right to cancel and reissue the quotation.