Puretec Pty Ltd Terms & Conditions of Supply (“Terms”)

    1. 1.1These Terms apply to all supplies of Goods by Puretec to the Customer.
    2. 1.2These Terms take precedence over any document of the Customer or elsewhere.
    3. 1.2These Terms, together with:
      1. 1.3.1an Order submitted by the Customer and accepted by Puretec; and
      2. 1.3.1any Incoterms ® (2020) specified in this document,
      3. comprise the complete contract between Puretec and the Customer for the supply of the Goods. All other terms and conditions, express or implied, are excluded to the fullest extent permitted by the Laws.
    4. 1.4The Customer may accept these Terms by returning a signed copy of the Terms to Puretec or by reply email confirming its acceptance to the Terms.
    5. 1.5Notwithstanding clause 1.4, the Customer is deemed to accept these Terms if the Customer:
      1. 1.5.1places any order for Goods from Puretec; or
      2. 1.5.1accepts a Pricing Schedule; or
      3. 1.5.1makes payment of any invoice to Puretec, after these Terms have been provided to the Customer.
    6. 1.6Puretec agrees to supply Goods to the Customer in accordance with these Terms.
    1. 2.1Puretec may issue a Pricing Schedule to the Customer, which is valid for 60 days from the date of issue.
    2. 2.2Pricing Schedules are based upon the cost of Goods available at the time of preparation of the Pricing Schedule and assume the timely supply by the Customer of necessary details and instructions to Puretec.
    3. 2.3Following the provision of a Pricing Schedule to the Customer, the Puretec is not obliged to supply the Goods unless and until the Pricing Schedule has been formally accepted by the Customer by:
      1. 2.3.1the Customer signing the Pricing Schedule and returning to Puretec; or
      2. 2.3.2the Customer indicating its acceptance in writing in some other format acceptable to Puretec (including email).
    4. 2.4Prior to the Customer accepting the Pricing Schedule, Puretec reserves the right to amend any Pricing Schedule to take into account any rise or fall in the cost of supplying the Goods. Puretec will notify the Customer of any amendment as soon as practicable, at which point the amended Pricing Schedule will apply.
    5. 2.5An indication in a Pricing Schedule of the time frame for the provision of the Goods is an estimate only and is not a fixed time frame. Subject to any obligations in respect of consumer guarantees under the Australian Consumer Law (ACL), this estimate is not binding on Puretec.
  3. 3.ORDERS
    1. 3.1Orders by the Customer for the provision of Goods must accord with the following requirements:
      1. 3.1.1Any Order over $10,000 must be in writing by the Customer to Puretec;
      2. 3.1.2Any Order less than $10,000 may be made verbally by the Customer unless Puretec requires otherwise (which Puretec may do in its sole discretion.)
    2. 3.2An Order will be binding on Puretec under this contract once the Order has been accepted by Puretec, either in writing or by Puretec’s performance.
    3. 3.3Puretec reserves the right to refuse an Order either in whole or in part. Any Order or part of an Order not accepted by Puretec will be deemed to have been refused by Puretec.
    4. 3.4Subject to the Laws, once Puretec has accepted an Order, the Customer must not alter or modify the Order without the prior written consent of Puretec.
    5. 3.5If Puretec 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, Puretec reserves the right to revise and amend the price accordingly.
    6. 3.6The Customer must not:
      1. 3.6.1Cancel or defer delivery of an Order or part of an Order, unless agreed by Puretec; or
      2. 3.6.2Return Goods already delivered, except with the prior written consent of Puretec and on such terms and conditions as is reasonably required by Puretec, which include the following:
  4. 4.PRICES
    1. 4.1The price for Goods is EXW (EX SELLER’S WAREHOUSE] pursuant to Incoterms ® (2020), unless otherwise agreed in writing.
    2. 4.2The price of Goods is subject to variation at any time before Puretec accepts an Order, provided the Customer accepts the variation in writing.
    3. 4.3Unless 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 these Terms or the supply of Goods. All excises and duties are payable by the Customer, and if paid for by Puretec must be reimbursed by the Customer on demand.
    4. 4.4Invoices may be issued to the Customer by fax or email.
  5. 5.PAYMENT
    1. 5.1Subject to the Customer being issued a tax invoice, and unless Puretec gives the Customer credit, the Customer must pay for all Orders in full at the time of the Order.
    1. 6.1The Customer has no entitlement to credit unless, in Puretec’s sole discretion, Puretec extends credit to the Customer, only up to the Credit Limit approved in writing by Puretec.
    2. 6.2The Customer may apply to Puretec in writing to increase or reduce the Credit Limit at any time. Puretec may agree or refuse to increase the Credit Limit in its absolute discretion.
    3. 6.3The Customer agrees and acknowledges that:
      1. 6.3.1the Customer must apply for credit from Puretec, and discuss the Customer’s credit history with Puretec if Puretec reasonably requests.
      2. 6.3.2Puretec may impose conditions on the provision of credit or in the circumstances of increase to the Credit Limit in its absolute discretion, for example including the requirement for a bank guarantee or Guarantee and Indemnity;
      3. 6.3.3the Customer is required to ensure at all times that the aggregate amount of all outstanding invoices issued by Puretec to the Customer does not exceed the Credit Limit.
    4. 6.4In submitting a request for credit to Puretec, the Customer represents and warrants that:
      1. 6.4.1all the information provided to Puretec is accurate, correct and complete; and
      2. 6.4.2the Customer is not the subject of an Insolvency Event.
    5. 6.5At any time and for any reason in Puretec’s sole discretion, Puretec reserves the right to refuse to supply any Goods to the Customer on credit. Such refusal does not affect the Customer’s liability for unpaid Goods.
    6. 6.6If the Customer fails to comply with these Terms or fails to pay any amount to Puretec when due, or the Customer is subject to an Insolvency Event, the balance of the Customer’s account will become due and payable immediately.
    1. 7.1If the Customer fails to pay any amount due to Puretec by the due date specified in the invoice and if the Customer fails to remedy such breach within a further 7 days, then:
      1. 7.1.1All invoices rendered by Puretec will become immediately due and payable;
      2. 7.1.2Puretec may cancel any outstanding Order unless Delivery has occurred;
      3. 7.1.3Puretec 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.
    2. 7.2The Customer will be liable for all of Puretec’s costs and expenses incurred in recovering overdue payments from the Customer, which include agent fees and legal fees and expenses on a full indemnity basis;
    3. 7.3Puretec will credit any part-payments made by the Customer in the following order of priority:
      1. 7.3.1first, against any costs or expenses incurred in recovering overdue payments;
      2. 7.3.2secondly, against interest that accrues on overdue payments; and
      3. 7.3.3thirdly, against any invoices that are due and payable to Puretec.
    1. Subject to the Laws, if the Customer fails to advise Puretec in writing of any fault or defect in the Goods, or failure of Goods to accord with the Customer’s Order, within 7 days from Delivery, the Customer is deemed to have accepted the Goods and to have accepted that the Goods are not faulty and accord with the Customer
    1. 9.1This clause applies to all deliveries of Goods unless otherwise agreed by Puretec and the Customer in writing.
    2. 9.2“Delivery” of Goods is deemed to have occurred when Goods are left at the delivery address specified in the Order.
    3. 9.3The Customer may, by prior written notice to Puretec, elect to arrange for delivery of Goods at its own cost from Puretec’s warehouse.
    4. 9.4Unless clause 9.3 applies, Puretec 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. Puretec may engage a sub-contractor to deliver Goods to the Customer.
    5. 9.5The 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.
    6. 9.6Puretec may deliver Goods by instalment or partial shipments and the Customer will accept each such delivery.
    7. 9.7Puretec 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 Puretec.
    8. 9.8If delivery of Goods is delayed or does not occur for a cause other than Puretec’s own negligence or breach:
      1. 9.8.1Puretec shall not be liable to the Customer for any loss incurred by the Customer;
      2. 9.8.2the Customer shall be liable for any additional delivery charges and for any losses incurred by Puretec in re-arranging delivery; and
      3. 9.8.3the Customer shall not be entitled to cancel the Order by reason thereof.
    1. 10.1Where the Customer has been invoiced for uncollected or undelivered Goods and the Customer does not collect or arrange delivery within 60 days, to the extent permitted by the Laws, Puretec will treat the Goods as abandoned and take whatever action it deems necessary without being liable to the Customer.
    1. 11.1In placing an Order and to avoid returns, the Customer acknowledges that it has checked the information in the Order and any specifications for the Goods prior to placing the Order.
    2. 11.2For changes of mind, Puretec is not obligated to accept returns or provide refunds. In this case, it is in Puretec’s sole discretion as to whether accept returns or provide refunds.
    3. 11.3The Customer acknowledges that special, custom or non-stocked items are not returnable unless the Laws require otherwise.
    4. 11.4Puretec reserves the right to charge to the Customer:
      1. 11.4.1a re-stocking charge of 20% of the price of the Goods returned;
      2. 11.4.2Puretec’s reasonable labour costs associated with restoring non-stock items to the conditions as supplied by Puretec, or as supplied by the manufacturer (if the manufacturer is not Puretec);
    5. 11.5The Customer acknowledges that any returns must be made within 30 days, with their tax receipt in their original, unused, undamaged and resalable condition including the packaging.
    6. 11.6Delivery fees paid are non-refundable, to the extent permitted by the Laws.
    7. 11.7Goods sold and marked “Clearance” or “Ex-display” are not refundable.
  12. 12.OUT OF STOCK
    1. 12.1In circumstances that any Goods in the Order are out of stock, Puretec will advise the Customer by email or phone and provide an indication as to availability and an anticipated delivery time.
    2. 12.2If the Goods in the Order have subsequently sold out or are not available and the Customer has paid for the Goods, Puretec will refund or replace the Goods with an equivalent product at the election of the Customer.
    1. 13.1Where the Customer arranges for a third party to install, repair or service the Goods, the Customer must contract separately with that third party.
    2. 13.2Puretec will not be liable for any failure or fault of in the Goods, in circumstances that the Goods have been installed, serviced or repaired by a third party, that is not a subcontractor of Puretec.
    1. 14.1Until all amounts due in respect of Goods have been received by Puretec in full:
      1. 14.1.1Puretec remains the legal and beneficial owner of the Goods, even if the Customer has installed the Goods or combines the Goods with other goods.
      2. 14.1.2Unless otherwise agreed in writing by Puretec, the Customer must hold the Goods as Puretec’s bailee and agent and must keep the Goods physically separate from all other goods and products purchased by the Customer from other suppliers.
      3. 14.1.3If requested by Puretec, the Customer must notify Puretec where it holds any Goods supplied under these Terms. The Customer must allow Puretec reasonable access to its premises during business hours to inspect the Goods in its possession upon reasonable notice from time to time.
      4. 14.1.4If:
        • (a)The Customer fails to pay any amount (whether in part or whole) payable in respect of any Goods by the time required for payment;
        • (b)The Customer suffers an Insolvency Event; or
        • (c)These Terms are terminated or becomes terminable at the option of Puretec, Puretec may, without notice to the Customer, enter at any reasonable time any premises where Goods are located (or believed by Puretec to be located) and take possession of those Goods. Puretec’s permission to enter the Customer’s premises for that purpose is irrevocable. Puretec 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 Puretec under this clause.
    2. 14.2If the Goods are on-sold by the Customer before full payment is made to Puretec, the Customer holds the proceeds of sale on trust for Puretec, pending such full payment.
    3. 14.3The Customer must reimburse to Puretec all costs incurred by Puretec in exercising its rights under this clause.
    4. 14.4Risk 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 Puretec’s interest is noted on the policy. Puretec may require the Customer to demonstrate compliance with this clause including by producing a copy of the insurance policy.
  15. 15.PPS LAW
    1. 15.1This clause applies to the extent that these Terms provide for or contains a ‘security interest’ for the purposes of the Personal Property Securities Act 2009 (Cth) (“PPS Law”) (or part of it).
    2. 15.2The security interest granted to Puretec is a ‘purchase money security interest’ (“PMSI”) to the extent that it can be under section 14 of the PPS Law.
    3. 15.3The Customer agrees that all collateral which is, at any time, subject to Puretec’s security interest secures its own purchase price.
    4. 15.4The Customer agrees, in addition, to the extent possible under the PPS Law, that all collateral which is at any time subject to Puretec’s security interest secures as a PMSI to the purchase price of all collateral supplied to the Customer.
    5. 15.5This clause does not limit what other amounts are secured under these Terms.
    6. 15.6The Puretec and the Customer agree that the payments will be applied in the following order of precedence:
      1. 15.6.1to obligations that are not secured, in the order in which those obligations were incurred;
      2. 15.6.2to obligations that are secured, but not by PMSIs, in the order in which those obligations were incurred;
      3. 15.6.3to obligations that are secured by PMSIs, in the order in which those obligations were incurred.
    7. 15.7Puretec may register its security interest as a PMSI. The Customer must do anything (such as obtaining consents and signing documents) which Puretec requires for the purposes of:
      1. 15.7.1Ensuring that Puretec’s security interest is enforceable, perfected and otherwise effective under the PPS Law;
      2. 15.7.2Enabling Puretec to gain first priority (or any other priority agreed to by Puretec in writing) for its security interest; and
      3. 15.7.3Enabling Puretec to exercise rights in connection with the security interest, and to assure performance of its obligations, the Customer hereby gives Puretec an irrevocable power of attorney to do anything Puretec considers the Customer should do under these Terms.
    8. 15.8The rights of Puretec under these Terms are in addition to and not in substitution for Puretec’s rights under other law (including the PPS Law) and Puretec may choose whether to exercise rights under these terms, and/or under such other law, as it sees fit.
    9. 15.9Sections 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.
    10. 15.10Sections 123, 126, 128, 129, and 134(1) of the PPS Law confer rights on Puretec and the Customer agrees that in addition to those rights, Puretec 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 these Terms. The Customer agrees that Puretec may do so in any manner it sees fit including (in respect of dealing and disposal) by private or public sale, lease, or license.
    11. 15.11The 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.
    12. 15.12Solely for the purpose of allowing Puretec the benefit of section 275(6) of the PPS Law, Puretec and the Customer 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.
    1. 16.1Subject to clause 16.2 below, the Customer acknowledges that these Terms do not entitle the Customer to receive from Puretec any complimentary pre-delivery site inspection or after sales servicing of the Goods.
    2. 16.2Puretec may provide a pre-delivery site inspection and/or after sales service upon entering into a separate agreement in respect of such services.
    3. 16.3If the parties do not enter into a separate agreement in relation to such services, the Customer acknowledges that Puretec will have no obligation to provide such services unless required under the Laws.
    1. 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.
    1. 18.1The Customer expressly agrees that use of the Goods is at the Customer’s risk. To the fullest extent allowed by the Laws, Puretec’s liability for breach of any express term or implied term into these Terms by any law is limited to the:
      1. 18.1.1replacement of the Goods or the supply of equivalent Goods; or
      2. 18.1.2refund of the Goods; and
      3. 18.1.3repair of the Goods.
    2. 18.2All information, specifications and samples provided by Puretec in relation to the Goods are approximations only and, subject to any mandatory guarantees under the Australian Consumer Laws, small deviations or slight variations from them which do not substantially affect the Customer's use of the Goods will not entitle the Customer to reject the Goods upon Delivery or to make any claim in respect of them.
    3. 18.3Any advice, recommendation, information, assistance or service given by Puretec in relation to Goods, is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given. It is provided without any warranty or accuracy, appropriateness or reliability. Puretec does not accept any liability or responsibility for any loss, damage, claims or expense of any kind suffered as a result of the Customer's reliance on such advice, recommendation, information, assistance or service.
    4. 18.4To the fullest extent permissible by the Laws, Puretec is not liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the provision of or failure to provide Goods, or otherwise arising out of the provision of Goods, whether based on terms of trade, negligence, strict liability or otherwise, even if Puretec has been advised of the possibility of damages.
    5. 18.5The Laws may give to the Customer certain consumer guarantees, which cannot be restricted, limited or varied.
    6. 18.6Puretec’s Goods, like any product, may fail early due to unforeseen circumstances. To mitigate the risk of property damage caused by such failure, the Customer acknowledges that:
      1. 18.6.1the Goods should be regularly examined for leakage and/or deterioration and replaced when necessary;
      2. 18.6.2a 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;
      3. 18.6.3the water supply should be turned off if the premises are vacant for any extended period of time; and,
      4. 18.6.4all of the recommendations above should be conveyed by the Customer to the end user of the Goods.
  19. 19.REPAIRS
    1. Save and except where Goods are repaired under clause 18 above, the Customer will be liable for the costs of repairing any Goods that are returned to Puretec for repair.
    1. Puretec reserves the right to correct any clerical errors in relation to catalogues, quotations, and other documents prepared by Puretec.
    1. 21.1These Terms may only be varied by the written agreement of both parties.
    2. 21.2If Puretec gives written notice to the Customer of a proposed variation to these Terms and if the Customer, following receipt of the written notice, submits an Order for Goods, the Customer is deemed to have agreed to Puretec’s proposed variation.
    3. 21.3For the purposes of 21.2 above, “written notice” constitutes any one of the following:
      1. 21.3.1Puretec providing notice of the proposed variation to the Customer at its nominated address (which may include by email);
      2. 21.3.2Puretec publishes amended terms on its website, www.puretec.com.au;
      3. 21.3.3Puretec displaying amended terms at the premises from where Puretec conducts its business.
  22. 22.PRIVACY
    1. Puretec uses all personal information collected from the Customer in accordance with its Privacy Policy, a copy of which is available on Puretec’s website.
    1. 23.1If circumstances beyond Puretec's control prevent or delay its provision of the Goods, Puretec is relieved of any obligation to provide the Goods while those circumstances continue. Puretec may elect to terminate any Order or hold any Order until such circumstances have ceased.
    2. 23.2Circumstances beyond Puretec’s control include, but are not limited to, unavailability of materials or components, fire, flood, storm or other severe weather condition, any pandemic including the Covid-19 pandemic declared by the World Health Organisation, lockdown or quarantine ordered by a government agency, transport difficulties, and failures or malfunctions of computers or other information technology systems.
  24. 24.GENERAL
    1. 24.1If any of the provisions of these Terms are unlawful or invalid by reason of any applicable statute or rule of law, then such provision shall be severed from the rest of these Terms which shall remain valid and binding on the parties.
    2. 24.2A reference to any statutory provision includes reference to that provision as amended or replaced.
    3. 24.3The laws of South Australia govern these Terms and each party submits to the non-exclusive jurisdiction of the South Australian courts.
    1. 25.1Credit Limitmeans the maximum amount of credit which Puretec agrees to grant to the Customer, as determined by Puretec in its sole and unfettered discretion;
    2. 25.2Customermeans the person acquiring Goods from Puretec;
    3. 25.3Deliverymeans the delivery of Goods as defined in clause 9;
    4. 25.4Guarantee and Indemnitymeans the document titled ‘Guarantee and Indemnity’ at Schedule 2 of these Terms;
    5. 25.5Guarantormeans any of the following as applicable to the Customer:
      1. 25.5.1any and all directors of the Customer;
      2. 25.5.2the person who is the sole trader, if the Customer is a sole trader;
      3. 25.5.3any and all partners if the Customer is a partnership; or
      4. 25.5.4any other related party of the Customer required by Puretec to execute the Guarantee and Indemnity;
    6. 25.6Goodsmeans 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.
    7. 25.7InsolvencyEvent means any of the following events concerning a person (including a body corporate):
      1. 25.7.1if an administrator, liquidator, receiver, receiver and manager, or other controller (as defined in the Corporations Act 2001 (Cth)) is appointed to, or over, any of the property or undertaking of the person;
      2. 25.7.2if the person becomes bankrupt;
      3. 25.7.3if a controlling trustee is appointed to, or over, any of the property or undertaking of the person;
      4. 25.7.4if the person or the person’s property becomes subject to a personal insolvency arrangement under Part X of the Bankruptcy Act or a debt agreement under Part IX of the Bankruptcy Act 1966 (Cth);
      5. 25.7.5if the person is unable to pay its debts as and when they fall become due and payable;
      6. 25.7.6if the person ceases to carry on a business.
    8. 25.8Lawsmeans all relevant Acts, regulations, codes, procedures, other statutory instruments, licences and laws applicable to the sale and supply of Goods by Puretec to the Customer, and includes where the context permits the Australian Consumer Law.
    9. 25.9Ordermeans a written or verbal order from the Customer to Puretec.
    10. 25.10Price Listmeans any document titled “Price List” or similar which is provided by Puretec to the Customer from time to time;
    11. 25.11Pricing Schedulemeans the pricing schedule or quote issued by Puretec to the Customer in relation to the Goods; and
    12. 25.12Puretec meansPuretec Pty Ltd (ABN 44 164 806 688).