Terms & Conditions of Sale
1. Order and Delivery Details
Customer acceptance of Quotation must be in writing and is subject to acceptance by Para-Mobility Pty Ltd in whole or in part. Receipt of purchase order from customer, does not constitute acceptance of such purchase order by Para-Mobility Pty Ltd. Any provisions in customers’ orders which conflict with or are additional to these Terms and Conditions shall be excluded from contracts for supply.
Order Cancellation Policy
Unless otherwise specifically stated in writing by Para-Mobility Pty Ltd, an order that has been accepted by Para-Mobility Pty Ltd may only be cancelled with Para-Mobility Pty Ltd’s written consent.
2. Transportation
Australian Orders: Freight is at the cost of the customer. Freight cost has been estimated at time of order, however, may be revised at time of delivery if cost has increased. The method of transportation and the carrier will be at the selection of Para-Mobility Pty Ltd. The customer will, upon receipt of the goods, inspect the same and lodge any complaint in accordance with clause 8(d) below.
Export Orders: Para-Mobility Pty Ltd will dispatch export orders under FCA (named place of delivery) and you must utilise an Authorised Para-Mobility Pty Ltd Freight Forwarder. It is the customer’s responsibility to negotiate all relevant contractual terms with the Freight Forwarder and you agree that Para-Mobility Pty Ltd is not in any way liable for the acts or omissions of the Freight Forwarder. You also acknowledge and agree that you and/or the Freight Forwarder will export the Para-Mobility Pty Ltd Products within 15 days and confirm this, upon request from Para-Mobility Pty Ltd. When requested by Para-Mobility Pty Ltd, you and/or the Freight Forwarder will provide supporting documents as proof of export as required under Australian Tax Laws.
3. Uncontrollable Events and Delays
While Para-Mobility Pty Ltd will endeavour to adhere to requested delivery times, it shall not be liable to the customer for any claim for loss or damages of any kind, for any delays. In the case of delays caused by circumstances beyond the control of Para-Mobility Pty Ltd or by the suppliers to Para-Mobility Pty Ltd, Para-Mobility Pty Ltd will have the right to either suspend deliveries without notice or to cancel the order.
4. Prices
Unless the customer has a written supply agreement with Para-Mobility Pty Ltd to the contrary, Para-Mobility Pty Ltd reserves the right to change prices and/or otherwise pass on cost increases to the customer at any time and will use reasonable efforts to provide at least 30 days’ notice. Revised prices may apply to all orders shipped after the effective date of the price change. For clarity, blanket orders and orders specifying future dated shipments may also be billed at the pricing in effect on the date of shipment. Unless otherwise expressly indicated, prices are exclusive of all taxes, delivery charges, insurance, duties and associated expenses, which will be charged to the customer (as applicable).
5. Manufacturer's costs
Any such additional costs will be passed on to the customer. All price changes will be made in compliance with the current applicable Government Regulations.
6. Credit Terms
Credit may be given to customers who have had their Credit Application on the prescribed form approved by Para-Mobility Pty Ltd prior to ordering goods. Where credit is given, Payment Terms shall be as agreed in writing between Para-Mobility Pty Ltd and the customer and accounts shall be settled in full on or by the agreed due date. In the event Payment Terms have not been agreed, Para-Mobility Pty Ltd’s Standard Payment Terms of full settlement of account prior to delivery of the goods applies. Any variations to Payment Terms must be authorised by Para-Mobility Pty Ltd in writing.
Failure to pay an account on the due date entitles Para-Mobility Pty Ltd to suspend delivery, refuse further orders and cancel any existing contract for supply without further notice. Credit may be withdrawn if customer exceeds the authorised credit limit.
Interest is chargeable on overdue balances at the rate of 6 per cent for the whole or part of each month during which such accounts are unpaid. The rate of interest may be varied from time to time by Para-Mobility Pty Ltd giving written notice to the customer.
Customer may be required by Para-Mobility Pty Ltd to give security and/or surety. Para-Mobility Pty Ltd is entitled to recover all and any legal and other costs and expenses arising from the collection of any overdue monies.
Para-Mobility Pty Ltd is authorised to make all reasonable enquiries as to the creditworthiness and financial responsibility of a customer who has applied for and/or has been given credit including obtaining credit reports from credit reporting agencies from time to time.
7. Return Goods and Claims Procedure
The following specifies the conditions under which returned goods and claims for adjustment of account will be accepted by Para-Mobility Pty Ltd:
(a) Claims must be initiated by phone or email. For all claims, contact Para-Mobility Pty Ltd’s Customer Care Department
The unilateral deduction of unverified claim amounts from periodic remittances to Para-Mobility Pty Ltd is a practice not consistent with this policy and procedure.
(b) Goods the subject of a claim must not be returned to Para-Mobility Pty Ltd without prior agreement and the issue of a Para-Mobility Pty Ltd Returned Goods Authorisation.
Provided the claim is within this policy, Para-Mobility Pty Ltd will arrange for collection of the goods by its authorised carrier and will credit the customer’s account as soon as possible, following receipt of the goods by Para-Mobility Pty Ltd and subject to the conditions as noted below. If goods are returned without Para-Mobility Pty Ltd Returned Goods Authorisation requests for credit may be rejected. Para-Mobility Pty Ltd will not accept freight forward charges.
Credits issued prior to receipt of returned goods are done so in good faith conditional upon the following:
(i) the goods physically returned to Para-Mobility Pty Ltd correspond to the goods described in the claim; and
(ii) with the exception of damaged or defective goods claims, the goods are in saleable condition and retain sufficient shelf life to enable Para-Mobility Pty Ltd to offer the goods for sale under the standard shelf-life policy applicable to such goods.
The claim may be rejected or adjusted to the extent such conditions are not met.
(c) The standard notification period for claims is 14 days from invoice date.
(d) Claims beyond the notification periods, or otherwise made or taken outside this policy and procedure will not be accepted.
8. Policy Relating to Specific Types of Claim
(a) Errors attributable to Para-Mobility Pty Ltd or its Carriers – Claims must be initiated within 14 days of invoice, quoting applicable invoice number(s).
(b) Goods will not be accepted for return and credit under any circumstances unless subject to quality complaint, damage or warranty provisions as described in (d) and (e) below.
(c) Pricing Claims – Claims for credit based on incorrect pricing of goods, services or other Para-Mobility Pty Ltd charges, must be made to Para-Mobility Pty Ltd within 14 days of invoice date, quoting applicable invoice number(s).
(d) Goods Damaged, Lost in Transit or Short Delivered – Such claims must be made within 7 days of date of invoice, quoting invoice number. Damaged goods must not be returned to Para-Mobility Pty Ltd without prior agreement. Within this policy, Para-Mobility Pty Ltd will arrange for collection of the goods and credit the customer’s account subject to clause 7(a) above. The processing of claims for goods lost in transit or short delivered will be subject to prior verification against delivery/receipt documentation maintained by Para-Mobility Pty Ltd’s carriers. Claims against goods received “subject to check” will not be accepted unless this practice has been specifically agreed between the parties in advance.
(e) Claims regarding allegedly Defective Products – Except where specific warranty provisions apply, claims alleging defective product must be made to Para-Mobility Pty Ltd within 3 months of invoice. Where a specific warranty period applies from date of purchase, this will define the period within which claims will be accepted. All goods alleged to be defective are subject to inspection by Para-Mobility Pty Ltd’s Representatives and/or staff prior to acceptance of the claim. The initial point of contact for such claims is the Customer Care team. Where a claim is proven, credit will be given as soon as possible.
(f) The Return of Goods at the Instigation or Request of Para-Mobility Pty Ltd – With the prior agreement of the customer, Para-Mobility Pty Ltd will initiate the collection of subject goods and issue a credit upon verification of the quantities and dollar amounts involved.
(g) Rebates and Other Allowances – These claims must be submitted to Para-Mobility Pty Ltd in writing and will be processed by Para-Mobility Pty Ltd upon verification.
9. Property & Risk
Risk in the goods shall pass on delivery but legal and equitable title shall remain with Para-Mobility Pty Ltd until it has received payment in full for those goods. Pending such payment, the customer shall hold the goods as bailee for Para-Mobility Pty Ltd and shall return the goods to Para-Mobility Pty Ltd if so requested. Notwithstanding the foregoing, the customer as fiduciary may sell or deal with the goods in the ordinary course of its business whereupon the bailment shall immediately terminate. The customer shall, if so required, identify the goods as belonging to Para-Mobility Pty Ltd. All risks in respect of delivery will be borne by the customer from the time the goods cease to be within the actual legal possession of Para-Mobility Pty Ltd or its agents.
10. Warranty Statement
(a) Customer’s Rights – Customers should seek advice as to their rights. Any rights implied by statute that cannot be excluded restricted or modified are not affected by this procedure or by endorsements on the goods or packages. Subject to that, Para-Mobility Pty Ltd’s liability for the goods is limited to claims permitted under this procedure and to any express warranty given on the goods and liability for consequential loss including loss arising from negligence is hereby excluded. In cases where it is legally permitted, any remaining liability implied by statute is limited, at Para-Mobility Pty Ltd’s option, to repair or replacement of the goods.
(b) Distributor Obligations – A distributor must inform its customer that statutory rights may exist despite contrary endorsements on the goods or packages. The reseller must only limit its liability to its customers to the extent permitted by statute.
11. Use of the Company Name
The customer will not use the name of Para-Mobility Pty Ltd or its logo in advertising, stationery, business cards or literature without the prior approval of Para-Mobility Pty Ltd other than in the case of material supplied by Para-Mobility Pty Ltd to the customer.
12. Personal Property Securities Act
(a) Security Interest – the customer acknowledges that:
(i) if (pursuant to clause 9 or otherwise) the customer sells or otherwise disposes of the goods before the purchase price of goods has been paid in accordance with this agreement, it does so as Para-Mobility Pty Ltd’s fiduciary agent and the Proceeds of such sale or other disposal are also property of Para-Mobility Pty Ltd and are held by the customer on trust for Para-Mobility Pty Ltd;
(ii) the retention of title in relation to goods which are supplied under this agreement gives rise to a Security Interest in the goods in favour of Para-Mobility Pty Ltd being a Purchase Money Security Interest which payment of the purchase price for those goods; and
(iii) Para-Mobility Pty Ltd’s rights and interest in Proceeds derived from the goods also constitute a Security Interest in such Proceeds.
(b) Registration and verification statements
(i) Para-Mobility Pty Ltd may, at the customer’s expense, register any Security Interest granted under this agreement on the PPS Register in any manner it chooses. The customer must provide Para-Mobility Pty Ltd with any information it requires for the purposes of effecting such registration.
(ii) For the purposes of section 157(3) of the PPSA, the customer irrevocably and unconditionally waives its right to receive any notice from Para-Mobility Pty Ltd in connection with the registration of a Security Interest arising under this agreement.
(c) Further assurances – The customer agrees to take such steps as Para-Mobility Pty Ltd reasonably requires to perfect or otherwise ensure the enforceability and first ranking priority of any Security Interest granted to it under this agreement, including by:
(i) obtaining and giving consents;
(ii) producing and providing receipts;
(iii) attending to the signing of documents or procuring the signing of documents;
(iv) facilitating the registration of any Security Interest on the PPS Register;
(v) facilitating the giving of notice to any person, including any person who also has, or appears to have, a Security Interest over Relevant Collateral; and
(vi) facilitating the exercise of Para-Mobility Pty Ltd’s right in enforcing any Security Interest.
(d) No Accession or fixture – The customer agrees to ensure that unless otherwise agreed in writing by Para-Mobility Pty Ltd:
(i) the goods do not become a fixture to any land;
(ii) the goods do not become an Accession to other goods; and
(iii) it takes such steps as Para-Mobility Pty Ltd reasonably requires to prevent or remedy the affixation of the goods to any land or goods including by:
(A) procuring appropriate acknowledgements and consents from landlords, mortgagees and property owners; and
(B) detaching, or procuring the detachment of, the goods from any land or goods to which they become attached.
(e) Non-applicable provisions – Para-Mobility Pty Ltd and the customer agree that for the purposes of section 115 of the PPSA, the following sections of the PPSA will not apply to any Relevant Collateral:
(i) Section 95 (notice by Secured Party of removal of Accession);
(ii) Section 121(4) (notice by Secured Party of enforcement of Security Interest in liquid assets);
(iii) Section 125 (obligation of Secured Party to dispose of or retain Collateral after seizure);
(iv) Section 130, to the extent that it requires Para-Mobility Pty Ltd to give any notice to the customer (notice by Secured Party of disposal of Collateral);
(v) Section 132(3)(d) (obligation of Secured Party to show amounts paid to other Secured Parties in statement of account);
(vi) Section 132(4) (statement of account by Secured Party if it does not dispose of Collateral within prescribed period); and
(vii) Section135 (notice by Secured Party of retention of Collateral).
(f) Seizure – Without limitation to any other provision of this agreement, it is a default of the customer under this agreement for the purposes of section 123(1) of the PPSA if any person with a Security Interest in Relevant Collateral seizes or becomes entitled to seize that Relevant Collateral without the consent of Para-Mobility Pty Ltd.
(g) Definitions
In this clause:
- Accession has the meaning given in the PPSA.
- Collateral has the meaning given in the PPSA.
- PPSA means the Personal Property Securities Act 2009 (Cth).
- PPS Lease has the meaning given in the PPSA.
- PPS Register means the Personal Property Securities Register established under the PPSA.
- Proceeds has the meaning given in the PPSA.
- Purchase Money Security Interest has the meaning given in the PPSA.
- Relevant Collateral means Collateral which is the subject of a Security Interest granted under this agreement.
- Secured Party has the meaning given in the PPSA.
- Security Interest has the meaning given in the PPSA.
13. Privacy
This clause applies where Para-Mobility Pty Ltd collects, uses and discloses personal information provided by the customer.
The personal information Para-Mobility Pty Ltd collects will include contact details, personal details and financial information. The customer agrees that Para-Mobility Pty Ltd may use the personal information to provide services to the customer, to fulfill its obligations pursuant to these Terms and Conditions, to fulfill administrative functions associated with these services (for example assessment of credit worthiness), for account management, to enter into contracts with the customer or third parties, and for marketing and client relationship purposes.
If the customer does not provide all personal information requested by Para-Mobility Pty Ltd, Para-Mobility Pty Ltd may in its sole discretion refuse to sell the goods or to provide the associated services to the customer.
The customer can access the personal information Para-Mobility Pty Ltd holds about the customer and request corrections by placing a request in writing to Para-Mobility Pty Ltd. This right is subject to some exceptions; for example, the customer may not obtain access to information relating to existing or anticipated legal proceedings.
Para-Mobility Pty Ltd’s privacy policy complies with the Australian Privacy Principles as set out in the Privacy Amendment (Enhancing Privacy Protection) Act 2012 as amended from time to time and details how the customer’s personal information will be managed when dealing with Para-Mobility Pty Ltd.
The customer consents to and authorises Para-Mobility Pty Ltd to use, manage and disclose the customer’s personal information in accordance with Australian Privacy Principles as set out in the Privacy Amendment (Enhancing Privacy Protection) Act 2012 as amended from time to time.
14. Anti-Bribery
The customer represents, warrants and covenants that the customer and its affiliates, owners, officers, directors, employees, agents, subcontractors, consultants, and representatives (collectively referred to as “Representatives”) will perform all of customer’s obligations under these Terms and Conditions in compliance with all local, state, national, and international statutes, rulings, regulations, ordinances, and governmental directives, including, without limitation, those pertaining to anti-bribery (example: U.S. Foreign Corrupt Practices Act, U.K. Bribery Act), money laundering, competition, regulation of trade, the environment, transportation, safety, health, and employment (collectively referred to as “Laws”) that apply to Para-Mobility Pty Ltd, customer, either party’s business, and the Para-Mobility Pty Ltd products and/or services to which these Terms and Conditions relate. The customer further represents and warrants that neither it nor its Representatives will take any action that might cause Para-Mobility Pty Ltd to violate any Law. The customer will advise Para-Mobility Pty Ltd immediately if it learns, or has any reason to know, of (i) any violation of any Law by the customer or its Representatives that occurred or may have occurred in performing the customer’s obligations under these Terms and Conditions or (ii) any failure of the customer or any of its Representatives to comply with the customer’s obligations under this clause.
15. Anti-Slavery Policy Statement
This policy reflects Para-Mobility Pty Ltd’s commitment to ensure to the best of our ability that there is no modern slavery in any part of our business operations. We are committed to acting ethically and with integrity in all business dealings and relationships, and where possible, to ensure modern slavery is not taking place in our own business or supply chain. As part of our contracting processes, we will include specific prohibitions against the use of forced, compulsory or trafficked labour, or anyone held in slavery or servitude. Our business also expects its service providers, suppliers and contractors to share our commitment to act lawfully and ethically and to work to ensure that modern slavery is not taking place within its organisation or within its supply chain.
16. Trade Compliance
The customer will comply with all applicable trade laws and regulations affecting Para-Mobility Pty Ltd products. The customer will not directly or indirectly sell, export, re-export, or transfer Para-Mobility Pty Ltd product (1) to the Crimea region, Cuba, Iran, Syria or North Korea, or in violation of any other applicable economic sanctions or trade embargoes; (2) for use in activities involving nuclear, chemical, or biological weapons, safeguarded and unsafeguarded nuclear materials, missiles, space launch vehicles, unmanned aerial vehicles, or maritime nuclear propulsion; or (3) to any third parties in violation of restrictions imposed under applicable laws and regulations. The obligations of this clause are material provisions of these Terms and Conditions of Sale, shall apply to the customer and any and all of its subsidiaries, affiliates, and personnel, and shall survive the completion, early termination, cancellation, or expiration of these Terms and Conditions.
17. Variation of Agreement
All Para-Mobility Pty Ltd sales are subject to these Terms and Conditions unless varied in writing by Para-Mobility Pty Ltd. Any oral agreement which does not conform to these Terms and Conditions shall not be binding on Para-Mobility Pty Ltd. Para-Mobility Pty Ltd reserve the right to vary these Terms and Conditions upon giving not less than 14 days’ notice.
18. Governing Law and Jurisdiction
These Terms and Conditions shall be governed by the laws of New South Wales and subject to the jurisdiction of the courts of New South Wales.
Note: This document operates and should be read in conjunction with Para-Mobility Pty Ltd price lists and other statements of terms and conditions of trade in effect at any given time.
