This following document sets forth the Terms and Conditions for the Helios Power Solutions website:
CONDITIONS OF SALE AND CREDIT
The sale of goods by Helios Power Solutions Pty Limited (“Helios”) is made upon the conditions below. Any supply of goods by Helios to the customer made after the date of acceptance of these conditions is a supply pursuant to the supply agreement constituted by these conditions and the relevant order accepted by Helios and any such supply does not give rise to a new or separate agreement. If there are any inconsistencies or ambiguity or conflict between these conditions and those printed on the customer’s purchase order or any other document issued by the customer, the former will prevail unless expressly agreed to by Helios in writing.
The prices quoted are based on the quantities quoted by Helios. Helios reserves the right to amend the prices quoted should there be any variation between Helios’s quoted quantity and the customer’s purchase order quantity. Notification regarding any variation to the price shall be provided to the customer prior to the order being confirmed.
Where currency exchange rates are quoted on Helios’s written quotation, the actual invoice price shall be adjusted by Helios according to the applicable exchange rate on the date of the invoice. The percentage of the actual invoice price affected by this currency variation is 100% unless otherwise agreed to in writing by Helios.
Any claims for short delivery or defective goods must be made in writing within seven (7) days of receipt of the goods.
Cancellations and Returns
Cancellation of the customer’s orders and returns can only be accepted after prior agreement in writing by Helios. Under no circumstances will goods be accepted for return when they were specifically ordered on the customer’s behalf. Standard stock items will only be accepted if returned in their original packaging and condition. When cancellations or returns are accepted they will be subject to an inspection and restocking charge of a minimum of 15% of the invoice value.
Helios will do its best to meet delivery estimates but the customer shall have no right of action against Helios in respect of any loss occurring to the customer by reason of Helios being unable to do so. Failure to meet a delivery date shall not prejudice any contracts as regards to other deliveries.
A nominal delivery charge will be made against all orders. When Helios is unable to complete an order from stock, this charge will only apply to the first delivery. Customers requesting scheduled deliveries will be charged for each delivery.
The customer shall pay for each delivery of goods within thirty (30) days from the date of invoice, or as otherwise agreed to in writing by Helios. If the customer fails to make payment by the due date, Helios may at its option withhold further deliveries or cancel a contract without prejudice to any of its existing rights and will be freed from any further obligations incurred by Helios in accepting the customer’s order in the first place.
If payment is not received within the stipulated time, the customer agrees to pay interest at the rate of twelve (12) per cent per annum (or 1% per month) on any overdue amount calculated from the due date until the payment is received by Helios. Any acceptance by Helios of late payment without claiming interest, shall not amount to a waiver of Helios’s rights to claim such interest resulting from any future late payment. All amounts payable by the Customer under these Terms must be paid without set-off or counter claim of any kind.
These conditions of sale constitute and embody the entire understanding and agreement of the parties and supersede all prior representations, agreements, statements and understandings whether oral or in writing and shall be varied only in writing executed by the parties. The customer shall be deemed to have accepted these conditions upon placing an order for goods with Helios, accepting delivery of all or any part of the goods or otherwise acknowledging these conditions or signifying its acceptance in some other way, whichever first occurs. Helios may from time to time vary these conditions by giving notice to the customer in writing and any such variations shall only be applicable to the customer’s orders received after the date of that notice.
Passing of Risk and Property
Risk in the goods shall pass to the customer upon delivery of the goods to the customer or collection of the goods by the customer’s agent or courier as the case may be. Ownership, title and property in the goods supplied shall not pass to the customer until the customer has paid for those goods in full including any outstanding extraneous charges pertaining to the invoice and all sums due and owing by the customer to Helios on any account has been made. Until the date of payment the Customer holds the goods as bailee for Helios. In the event of a default by the customer, then without prejudice to any other rights which Helios may have at law or under these conditions Helios 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 and Helios may recover and resell the goods.
Personal Property Securities Act 2009 (Cth) (‘PPSA’)
Defined terms in this clause have the same meaning as given to them in the PPSA. Helios and the customer acknowledge that these conditions constitute a Security Agreement and entitle Helios to claim a Purchase Money Security Interest (“PMSI”) in favour of Helios over the Collateral supplied or to be supplied to the customer as Grantor pursuant to these conditions. The goods supplied or to be supplied under these conditions fall within the PPSA classification of “Other Goods” acquired by the customer pursuant to these conditions. Helios and the customer acknowledge that Helios, as Secured Party, is entitled to register its Security Interest in the Collateral supplied or to be supplied to customer pursuant to these conditions.
Helios excludes to the extent permitted by law all warranties and conditions in relation to the goods other than those warranties expressly made pursuant to these conditions of sale. Helios extends to the customer such warranties as are offered by the manufacturers of the goods sold to the customer. The duration of this warranty shall be as stated in Helios’s written quotation to the customer. This warranty does not extend to goods subjected to misuse or improper application and maintenance by the customer. Helios shall have no liability for any loss or other indirect or consequential loss or damage.
The customer will indemnify and hold harmless Helios against any loss or damage as a result of the customer’s negligence, misrepresentation, alteration of the goods as supplied or default in relation to any of the goods.
This agreement shall be governed by and interpreted in accordance with the laws of the State of New South Wales and of the Commonwealth of Australia and the parties hereto submit to the jurisdiction of the Courts of New South Wales and the Federal Courts to which Courts of appropriate jurisdiction there shall be submitted for determination any dispute, claim or demand arising out of this agreement or anything done in pursuance or in purported pursuance thereof.