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Puretec Pty Ltd Terms & Conditions of Sale

  1. APPLICATION OF THIS AGREEMENT

    The Seller agrees to supply Goods on the terms and conditions of this Agreement. All other terms and conditions, express or implied, are excluded to the fullest extent permitted by the Laws, including any terms and conditions sought to be imposed by the Customer.

  2. ORDERS

    • An Order will be binding on the Seller under this Agreement once the Order has been accepted by the Seller, either in writing or by the Seller’s performance.
    • The Seller reserves the right to refuse an Order either in whole or in part. Any Order or part of an Order not accepted by the Seller will be deemed to have been refused by the Seller.
    • Subject to the Laws, once the Seller has accepted an Order, the Customer may not alter or modify the Order without the prior written consent of the Seller.
    • If the Seller agrees to any variation requested by the Customer in relation to details, sizes, quantities, delivery instructions or any other item or matter on which an Order is based, the Seller reserves the right to revise and amend the price accordingly.
    • The Customer may not:
      • Cancel or defer delivery of an Order or part of an Order; or
      • Return Goods already delivered, except with the prior written consent of the Seller and on such terms and conditions as is reasonably required by the Seller, which include the following:
        • A re-stocking charge of 20% of the price of the Goods returned, payable by the Customer to the Seller;
        • The Seller’s reasonable labour costs associated with restoring non-stock items to the conditions as supplied by the Seller, or as supplied by the manufacturer (if the manufacturer is not the Seller).
  3. PRICES

    • The price for Goods is EX SELLERS WAREHOUSE unless otherwise agreed in writing.
    • The price of Goods is subject to variation at any time before the Seller accepts an Order, provided the Customer accepts the variation in writing.
    • Unless otherwise stated in an Order, all prices are in Australian dollars and do not include any goods and services tax, stamp duty and other excises and duties that may be imposed in relation to this Agreement or the supply of goods. All excises and duties are payable by the Customer, and if paid for by the Seller must be reimbursed by the Customer on demand.
    • Invoices may be issued to the Customer by fax or email.
  4. PAYMENT

    • Subject to the Customer being issued a tax invoice, and unless the Seller gives the Customer credit, the Customer must pay for all Orders as follows:
      • A deposit equal to one third of the total price detailed in an Order at the time an Order is accepted by the Seller;
      • Further progress payments as detailed in an Order (if any); and
      • The balance of the price on Delivery.
    • The Seller’s List Price will apply to all Orders unless:
      • The Seller quotes a price that is less than the List Price; and
      • The Customer makes payment of the quoted price by the due date specified in the invoice.
    • The Seller may, in its absolute discretion, extend credit to the Customer when supplying Goods. In the event that the Seller extends credit to the Customer, the Customer must pay invoices within 30 days of Delivery. The Seller reserves the right to refuse credit to a Customer, even when it has previously extended credit to that Customer.
  5. OVERDUE PAYMENTS

    If the Customer fails to pay any amount due to the Seller by the due date specified in the invoice and if the Customer fails to remedy such breach within a further 7 days, then:

    • All invoices rendered by the Seller will become immediately due and payable;
    • The Seller may cancel any outstanding Order unless Delivery has occurred;
    • The Seller may charge interest on any amount outstanding from the due date until payment is made, calculated daily, at an annual rate equal to 5% per annum plus the applicable Cash Target Rate as specified by the Reserve Bank of Australia from time to time;
    • The Customer will be liable for all of the Seller’s costs and expenses incurred in recovering overdue payments from the Customer, which include mercantile agents and legal fees and expenses on a full indemnity basis;
    • The Seller will credit any part-payments made by the Customer in the following order of priority:
      • first, against any costs or expenses incurred in recovering overdue payments;
      • secondly, against interest that accrues on overdue payments; and
      • thirdly, against any invoices that are due and payable to the Seller.
  6. ACCEPTANCE AND CLAIMS

    Subject to the Laws, acceptance of the Goods by the Customer delivered shall be deemed for all purposes to have taken place at the expiration of seven days from Delivery.

  7. DELIVERY

    • This clause applies to all deliveries of Goods unless otherwise agreed by the parties in writing.
    • “Delivery” of Goods is deemed to have been occurred when Goods are left at the delivery address specified in the Order.
    • The Customer may, by prior written notice to the Seller, elect to arrange for delivery of Goods at its own cost from the Seller’s warehouse.
    • Unless clause 7)c) applies, the Seller will at its own cost arrange delivery of the Goods to the delivery address specified in the Order or such other address that the parties mutually agree in writing. The Seller may engage a sub-contractor to deliver Goods to the Customer.
    • The Customer shall be responsible for ensuring that delivery of the Goods can occur and will, at its own expense, provide all reasonable assistance when unloading Goods at the nominated delivery address.
    • The Customer must notify the Seller promptly in writing of any shortages, damage or defects in the Goods that may have occurred prior to delivery.
    • The Seller may deliver Goods by instalment or partial shipments and the Customer will accept each such delivery.
    • The Seller will use its best endeavours to ensure that Goods are delivered to the Customer within the timeframe and for the costs that it has estimated, however, such estimates are not binding on the Seller.
    • If delivery of Goods is delayed or does not occur for a cause other than the Seller’s own negligence or breach:
      • the Seller shall not be liable to the Customer for any loss incurred by the Customer;
      • the Customer shall be liable for any additional delivery charges and for any losses incurred by the Seller in re-arranging delivery; and
      • the Customer shall not be entitled to cancel the Order by reason thereof.
  8. RETENTION OF TITLE & PASSAGE OF RISK

    Until all amounts due in respect of Goods have been received by the Seller in full:

    • The Seller remains the legal and beneficial owner of the Goods, even if the Customer installs the Goods or commingles the Goods with other goods.
    • Unless otherwise agreed in writing by the Seller, the Customer must hold the Goods as Seller’s bailee and agent and must keep the Goods physically separate from all other goods and products purchased by the Customer from other suppliers.
    • If requested by the Seller, the Customer must notify the Seller where it holds any Goods supplied under this agreement. The Customer must allow the Seller reasonable access to its premises during business hours to inspect the Goods in its possession upon reasonable notice from time to time.
    • If:
      • The Customer fails to pay any amount (whether in part or whole) payable in respect of any Goods by the time required for payment;
      • The Customer enters in bankruptcy, liquidation or composition with its creditors, has a receiver or manager appointed over all or any part of its assets, enters into administration or becomes insolvent; or
      • This agreement is terminated or becomes terminable at the option of the Seller, the Seller may, without notice to the Customer, enter at any reasonable time any premises where Goods are located (or believed by the Seller to be located) and take possession of those Goods. The Seller’s permission to enter the Customer’s premises for that purpose is irrevocable. The Seller is not liable to the Customer in contract, tort or otherwise, or any costs, damages, expenses or losses incurred by the Customer as a result of any action taken by the Seller under this clause.
    • If the Goods are on-sold by the Customer before full payment is made to the Seller, the Customer holds the proceeds of sale on trust for the Seller, pending such full payment.
    • The Customer must reimburse to the Seller all costs incurred by the Seller in exercising its rights under this clause.
    • Risk in all Goods will pass to the Customer on delivery. The Customer’s obligation to insure Goods commences when risk passes to the Customer. The Customer must insure the Goods for their full value and ensure that the Seller’s interest is noted on the policy. The Seller may require the Customer to demonstrate compliance with this clause including by producing a copy of the insurance policy.
  9. PPS LAW

    • This clause applies to the extent that this agreement provides for or contains a ‘security interest’ for the purposes of the Personal Property Securities Act 2009 (Cth) (“PPS Law”) (or part of it).
    • The security interest granted to Seller is a ‘purchase money security interest’ (“PMSI”) to the extent that it can be under section 14 of the PPS Law.
    • The Customer agrees that all collateral which is, at any time, subject to the Seller’s security interest secures its own purchase price.
    • The Customer agrees, in addition, to the extent possible under the PPS Law, that all collateral which is at any time subject to the Seller’s security interest secures as a PMSI to the purchase price of all collateral supplied to the Customer.
    • This clause does not limit what other amounts are secured under this agreement.
    • The parties agree that the payments will be applied in the following order of precedence:
      • to obligations that are not secured, in the order in which those obligations were incurred;
      • to obligations that are secured, but not by PMSIs, in the order in which those obligations were incurred;
      • to obligations that are secured by PMSIs, in the order in which those obligations were incurred.
    • The Seller may register its security interest as a PMSI. The Customer must do anything (such as obtaining consents and signing documents) which the Seller requires for the purposes of:
      • Ensuring that the Seller’s security interest is enforceable, perfected and otherwise effective under the PPS Law;
      • Enabling the Seller to gain first priority (or any other priority agreed to by the Seller in writing) for its security interest; and
      • Enabling the Seller to exercise rights in connection with the security interest, and to assure performance of its obligations, the Customer hereby gives the Seller an irrevocable power of attorney to do anything the Seller considers the Customer should do under this agreement.
    • The rights of the Seller under this agreement are in addition to and not in substitution for Seller’s rights under other law (including the PPS Law) and Seller may choose whether to exercise rights under this agreement, and/or under such other law, as it sees fit.
    • Sections 95, 96, 125, 130, 132(3)(d), 132(4), 135, 142, 143 of the PPS Law do not apply and, for the purpose of section 115 of the PPS Law are “contracted out” of this document in respect of goods that are not used predominantly for personal, domestic or household purposes.
    • Sections 123, 126, 128, 129 and 134(1) of the PPS Law confer rights on the Seller and the Customer agrees that in addition to those rights, the Seller shall, if there is a default by the Customer, have the right to seize, purchase, take possession, or apparent possession, retain, deal with or dispose of any Goods, not only under the PPS Law but also, as additional and independent rights, under this agreement and the Customer agrees that the Seller may do so in any manner it sees fit including (in respect of dealing and disposal) by private or public sale, lease or license.
    • The Customer waives its rights to receive a verification statement in relation to registration events in respect of commercial property under section 157 of the PPS Law.
    • Solely for the purpose of allowing the Seller the benefit of section 275(6) of the PPS Law, the parties agree that neither of them must disclose information of the kind that can be requested under section 275(1) of the PPS Law, to the extent requested under section 275.
  10. PRE-DELIVERY INSPECTION & AFTER SALES SERVICING

    • Subject to clause 11)a) below, the Customer acknowledges that this agreement does not entitle the Customer to receive from Seller any complimentary pre-delivery site inspection or after sales servicing of the Goods.
    • The Seller may provide a pre-delivery site inspection and/or after sales service upon the parties entering into a separate agreement in respect of such services.
    • If the parties do not enter into a separate agreement in relation to such services, the Customer acknowledges that the Seller will have no obligation to provide such services unless required under the Laws.
  11. IMPLIED WARRANTIES & GUARANTEES

    • Terms, conditions, warranties and guarantees implied by the Laws which cannot be excluded, restricted or modified apply to the supply of the Goods to the extent required by those Laws.
    • The Seller excludes to the extent permitted by law all other terms, conditions, warranties and guarantees which might be implied into this agreement.
    • The Customer does not rely on any representation, warranty or other provision made by or for the Seller which is not expressly stated in this agreement.
  12. LIMITATION OF LIABILITY

    • If the goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then the Seller’s only obligation resulting from a breach by it of any consumer guarantee it owes to the Customer is limited to:
      • The replacement of the Goods or the supply of equivalent Goods;
      • The repair of the Goods;
      • The payment of the cost of replacing the Goods or of acquiring equivalent goods; or
      • The payment of the cost of having the Goods repaired
    • Except as required by law, the Seller will not be liable for any indirect or consequential loss or damage, loss of profit or loss of revenue whether suffered or incurred by the Customer or another personal legal entity, irrespective of whether such loss or damage arises directly or indirectly from Goods supplied by the Seller to the Customer.
    • The Seller’s Goods, like any product, may fail early due to unforeseen circumstances. To mitigate the risk of property damage caused by such failure:
      • the Goods should be regularly examined for leakage and/or deterioration and replaced when necessary;
      • a drain pan, plumbed to an appropriate drain or fitted with a leak detector, should be used whenever Goods are installed in locations where leakage could cause property damage;
      • the water supply should be turned off if the premises are vacant for any extended period of time; and,
      • all of the recommendations above should be conveyed by the Customer to the end user of the Goods.
  13. REPAIRS

    Save and except where Goods are repaired under clause 12)a) above, the Customer will be liable for the costs of repairing any Goods that are returned to the Seller for repair.

  14. CLERICAL ERROR

    The Seller reserves the right to correct any clerical errors in relation to catalogues, quotations and other documents prepared by the Seller.

  15. VARIATION TO AGREEMENT

    • Except as provided in clause 19(b), this Agreement may only be varied by the written agreement of both parties.
    • If the Seller gives written notice to the Customer of a proposed variation to this agreement and if the Customer, following receipt of the written notice, submits an Order for Goods, the Customer is deemed to have agreed to the Seller’s proposed variation.
    • For the purposes of sub-clause b) above, “written notice” constitutes any one of the following:
      • The Seller providing notice of the proposed variation to the Customer at its nominated address (which may include by email);
      • The Seller publishes amended terms on its website, www.puretec.com.au;
      • The Seller displaying amended terms at the premises from where the Seller conducts its business.
  16. GENERAL

    • If any of the provisions of this agreement are unlawful or invalid by reason of any applicable statute or rule of law, then such provision shall be severed from the rest of this agreement which shall remain valid and binding on the parties.
    • A reference to any statutory provision includes reference to that provision as amended or replaced.
    • The laws of South Australia govern this agreement and each party submits to the non-exclusive jurisdiction of the South Australian courts.
  17. INTERPRETATION

    In this agreement, unless the context requires otherwise:

    Customer” means the person that executes this document and acquires goods from the Seller.

    Delivery” means the delivery of Goods as defined in clause 10(a).

    Goods” means all goods including goods relating to water filtration treatment or supply, including but not limited to drinking water systems, water treatment systems, whole house and commercial systems, filter housings, filter cartridges, tapware, purifiers, valves, fittings and tubes.

    Laws” means all relevant Acts, regulations, codes, procedures, other statutory instruments, licences and laws applicable to the sale and supply of Goods by the Seller to the Customer.

    Order” means a written or verbal order from the Customer to the Seller.

    Seller” means Puretec Pty Ltd (ABN 44 164 806 688).