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TERMS & CONDITIONS OF SALE
1) DEFINITIONS: In these Terms and Conditions of Sale:
“Heiniger” means Heiniger Australia Pty Ltd ACN 009 342 278 and any of its related bodies corporate as that term is defined in
the Corporation Act 2001;
“Application” means the Heiniger application for credit form submitted by the Customer to Heiniger and accepted by Heiniger;
“Contract” has the meaning provided in clause 3 of these Term and Conditions
“Customer” means any legal entities, including; public companies, private companies, partnerships, trusts individual sole traders and government bodies, who accept goods from Heiniger;
“Goods” means any goods and services supplied by Heiniger to the Customer;
“Order” has the meaning provided in clause 6 of these Terms and Conditions;
“Payment Date” has the meaning provided in clause 15 of these Terms and Conditions;
“PPSA” means the Personal Property Securities Act (2009) (Cth) and any associated regulations or subsidiary legislation;
“PPSR” means the Personal Property Securities Register established in accordance with s147 of the PPSA; and
“Terms and Conditions” means these terms and conditions of sale as may be amended from time to time in accordance with clause 33.
2) INTERPRETATION: These Terms and Conditions:
3) THE CONTRACT: These Termsand Conditions together with:
together make up the contract between Heiniger and the Customer for the supply of goods by Heiniger to the Customer (“Contract”).
4) BINDING TERMS AND CONDITIONS: The only contractual terms which are binding upon Heiniger are those set forth herein or otherwise agreed to in writing by Heiniger and those, if any, which are imposed by law and which cannot be excluded. Where a term is imposed by law, the operation of such terms will be restricted and modified in operation to the maximum extent possible so as to comply with these Terms and Conditions. These Terms and Conditions and any agreement including them will be governed by the law of Western Australia and Heiniger and the Customer submits to the jurisdiction of the Courts of Western Australia. Any terms or conditions put forward by a Customer (whether contained in an Order or otherwise) will not be binding on Heiniger so far as they purport to amend, annul or vary any of these Terms and Conditions, unless specifically agreed by Heiniger in writing. All conversations, representations and statements not embodied in these Terms and Conditions or agreed in writing by Heiniger shall not be binding or form part of any Contract between the Customer and Heiniger. By accepting goods from Heiniger the Customer agrees to be bound by these Terms and Conditions.
5) PRIVACY AUTHORITY: Where goods are supplied to the Customer on credit the Customer irrevocably authorises Heiniger, its employees and agents to make such enquiries as it deems necessary to investigate the credit worthiness of the Customer from time to time including (but without limiting the generality of the forgoing) the making of enquiries of persons, company or credit reporting agencies (Information Sources) and the Customer hereby authorises the Information Sources to disclose to Heiniger such information concerning the Customer which is within their possession and which is requested by Heiniger.
6) ORDERS: The Customer may seek to order goods from Heiniger from time to time by providing a purchase order to Heiniger in a form and containing such information as Heiniger may require (Order). Heiniger reserves the right to accept or reject any Order submitted by the Customer at its absolute discretion. No binding contract between the Customer and Heiniger will come into existence until Heiniger accepts the Order. A minimum handling fee will apply to orders below our minimum limit as detailed on the price list. Any amounts within this clause may change from time to time and the latest price list is deemed to show the correct amounts.
7) STATUS OF PRICE LIST: Any price list and/or quote given or made by or on behalf of Heiniger will not be construed or operate as an offer or obligation to sell but will be an invitation to treat only. The prices shown in the price list and/or quote are subject to alteration by Heiniger from time to time at its absolute discretion and notice of 30 days will be provided of such events.
8) DISCOUNTS: In circumstances where discounts are offered by Heiniger to the Customer, discounts shall only be valid if the discounted invoice is paid in full by the Payment Date. This may only be varied by written amendment, signed by an authorised Heiniger representative.
9) PARTIAL SUPPLY: If Heiniger is unable to supply the Customer’s total Order, however is able to deliver part of the Order, these Terms and Conditions will apply to all goods supplied.
10) BACK ORDERS: Heiniger will advise the Customer if an Order for goods is accepted by Heiniger but cannot be supplied at that time. Back Orders of goods will be supplied to the Customer at the price and on the Terms and Conditions applying at the time the original Order is accepted by Heiniger. Back Orders will be delivered freight free with the exception of agency ranges.
11) DELIVERY AND DELIVERY CHARGES: Any time or date named and accepted by Heiniger for delivery, dispatch, shipment or arrival of the goods is an estimate only and does not constitute a condition of the Contract. All delivery charges, including but not limited to overnight transport, air freight or other special delivery including ancillary charges or fees attached to priority delivery services will be for the account of the Customer, with the exception of back orders, and payable on the Payment Date or as otherwise notified by Heiniger to the Customer in writing.
12) ACCEPTANCE: The Customer must inspect the goods immediately upon delivery and must, within 7 days from the date of despatch of the goods to the Customer or its agent, give written notice to Heiniger of any matter or thing by reason of which the Customer alleges that the goods are not in accordance with the Contract. If the Customer fails to give such notice then the goods will be deemed to have been accepted by the Customer and the Customer must pay for the goods in accordance with the provisions hereof.
13) RETURNS: Returns may only be made if approved by Heiniger in writing prior to return. Authorised returns must be freight prepaid by the Customer. Heiniger will credit returned goods only if they are, in Heiniger's opinion acting reasonably, in a saleable condition upon return. Heiniger reserves the right to charge a handling charge equivalent to 10% of the price of goods returned payable on the Payment Date or as otherwise notified by Heiniger to the Customer in writing. Acceptance of the returned goods by Heiniger shall not constitute any acceptance of any claim.
14) RISK AND INSURANCE: Goods supplied by Heiniger to the Customer will be at the Customer’s risk immediately on receipt by the Customer or its agent (whichever is the sooner) unless otherwise agreed in writing by an authorised representative of Heiniger (Possession Date). The Customer indemnifies Heiniger for any refusal of delivery or for any damage incurred to the goods during the course of delivery or collection. The Customer should insure the goods for their full insurable value from the Possession Date at their own cost against such risks as are appropriate or reimburse Heiniger for such costs incurred on their behalf.
15) PAYMENT TERMS: All invoices must be paid by the 25th of the month following purchase or other date as agreed in writing by an authorised officer of Heiniger (Payment Date). Payment for the goods sold by Heiniger to the Customer must be tendered in the manner set out in the invoice on or before the Payment Date, or on or before such other date as agreed in writing (including email) between Heiniger and the Customer. The Customer must ensure that all invoices are paid to Heiniger in full without demand, deduction, abatement, counter-claim or set-off. Where a Customer makes a payment from a source outside Australia, the Customer is responsible for (without limitation) all bank and government charges, taxes, fees, withholdings and currency exchange transaction and other costs and must ensure that the full amount of the invoice is received by Heiniger. Where the payment is received by Heiniger by electronic transfer or cheque, the entry in Heiniger’s bank statement will be prima facie evidence of the amount having been received.
16) TIMING OF PAYMENT: Payment will be deemed to have been made:-
18) APPLICATION OF PAYMENTS:
19) USE OF THE GOODS:
The Customer must not use the goods other than for their intended use and in accordance with the manufacturer’s instructions and without limiting any other provision of the Contract, Heiniger shall not be liable for any damage, loss or claim suffered by the Customer as a result of the Customer failing to comply with this clause.
20) RETENTION OF TITLE:
21) INTELLECTUAL PROPERTY:
"Intellectual Property" means the specification and design of goods developed by Heiniger or any original or copy designs, data sheets, manuals or specifications supplied by Heiniger including but not limited to, copyright, design right, trademarks or other intellectual property, patents, database rights, rights in trademarks, designs, circuit layout, know how, trade secrets, formulae and confidential information (whether registered or unregistered), applications for registration and rights to apply for registration, of any of the foregoing rights and all other intellectual property rights or equivalent or similar forms of protection existing anywhere in the world including but not limited to those defined in Article 2 of the Convention establishing the World Intellectual Property Organisation of July 1967.
24) TECHNICAL INVESTIGATIONS:
The Customer hereby indemnifies Heiniger against all liability, claims, damage, loss, costs and expenses (including, without limitation, legal fee, costs and disbursements on a full indemnity basis) incurred by Heiniger as a result of a breach by the Customer of a term of the Contract or if Heiniger is unable to repossess the goods or to trace the proceeds from any dealings with the goods permitted by the Contract, for any reason.
26) EXCLUSION OF IMPLIED CONDITIONS AND WARRANTIES:
28) FORCE MAJEURE:
29) TIME OF THE ESSENCE: In respect of the Customer’s obligations to make payment for goods supplied by Heiniger to the Customer, time shall be of the essence.
30) TAXES: All charges, fees, taxes, withholdings and other payments arising as a result of the sale of goods by Heiniger to the Customer are payable by the Customer either directly or upon demand by Heiniger.
31) GST: “GST” means GST within the meaning of the GST Act. “GST Act” means A New Tax System (Goods & Services Tax) Act 1999. Expressions used in this clause that are defined in the GST Act have the same meaning as given to them in the GST Act. Where required under the GST Act, GST is payable on the goods provided by Heiniger to the Customer. If GST is payable on any goods or supply made to or to be made under the arrangements between Heiniger and the Customer then the price payable for any such goods or supply will be increased by an amount equal to the amount of GST payable. The amount of GST will be separately identified on the Invoice.
32) VIENNA SALES CONVENTION: The United Nations Convention on Contracts for the International Sale of Goods (Vienna 1980) known as the Vienna Sales Convention does not apply to any Contract nor do any terms or conditions express or implied by the Vienna Sales Convention form part of any Contract.
33) VARIATION OF TERMS: Heiniger reserves the right to vary all or any of these terms upon 30 days' written notice to the Customer. Notice is deemed given three business days from when Heiniger sends notice of the amended Terms and Conditions to the address supplied by the Customer in the Application or otherwise advised in writing whether or not the Customer has received the notice. The acceptance of goods and/or services by the Customer after notice has been given is deemed to be an acceptance by the Customer of the amended Terms and Conditions. Clerical errors are subject to correction without notification.
34) SEVERANCE: If any provision of these Terms and Conditions or any Contract is or at any time becomes void or unenforceable the remaining provisions will continue in full force and effect. Any void or unenforceable provision will be replaced forthwith by a lawful and enforceable provision which so far as possible achieves the same economic benefit or burden for Heiniger and the Customer as the unlawful or unenforceable provision was intended to achieve. All obligations of the Customer under these Terms and Conditions will survive the expiration or termination of these Terms and Conditions to the extent required for their full observance and performance.
35) FURTHER ASSURANCE: The Customer must at its expense do any further act, provide further information and execute any further documents which Heiniger may reasonably request in order to protect Heiniger's title to any goods and rights, powers and remedies under these Terms and Conditions or any Contract including as may be required in order to perfect any security interest.
36) ASSIGNMENT: The Customer may not assign or transfer any of its rights or obligations as outlined in these Terms and Conditions or under any Contract. Heiniger may assign its rights and obligations without the consent of the Customer.
37) CONSENT: Where the consent of Heiniger is required in accordance with these Terms and Conditions or a Contract then Heiniger may refuse its consent at its discretion and is not required to provide a reason for doing so.
38) NO WAIVER: No delay or omission by Heiniger to exercise any right, power or remedy available to that party in respect of a Contract will impair any such right, power or remedy nor will it be construed to be a waiver of Heiniger’s rights to take action or make a claim.
39) NOTICES: All notices required to be given under this Contract must be in writing and sent to the address of the recipient nominated in the Contract or such other address nominated in writing.
40) PRIORITY: In the event of an inconsistency between these Terms and Conditions and the other documents forming part of the Contract the Terms and Conditions shall apply to the extent of the inconsistency unless otherwise agreed in writing.
41) RELATIONSHIP: Nothing in these Terms and Conditions creates any relationship of employment, agency or partnership between Heiniger and the Customer.
Heiniger understands that you care how information about you is used and shared, and we appreciate your trust that we will do so carefully and sensibly. By visiting Progroom.com.au, you are accepting the practices described in this Privacy Notice.
Controllers of Personal Information
Any personal information provided to or gathered by Progroom.com.au is controlled by Heiniger Australia Pty Ltd, 5a Tayet Link, Bibra Lake, WA 6163.
What Personal Information About Customers Does Progroom.com.au Gather?
The information we learn from customers helps us personalize and continually improve your shopping experience at Progroom.com.au. We use the information to handle orders, deliver products and services, process payments, communicate with you about orders, products, services and promotional offers, update our records and generally maintain your accounts with us, display content such as customer reviews and recommend merchandise and services that might be of interest to you. We also use this information to improve our store and platform, prevent or detect fraud or abuses of our website and enable third parties to carry out technical, logistical or other functions on our behalf.
Here are the types of information we gather
What About Cookies?
Does Progroom.com.au Share the Information It Receives?
Information about our customers is an important part of our business and we are not in the business of selling it to others. Progroom.com.au shares customer information only as described below and with other Heiniger Group companies and that are either subject to this Privacy Notice or follow practices at least as protective as those described in this Privacy Notice.
Third-Party Service Providers: We employ other companies and individuals to perform functions on our behalf. Examples include fulfilling orders, delivering packages, sending postal mail and e-mail, removing repetitive information from customer lists, analysing data, providing marketing assistance, providing search results and links (including paid listings and links), processing credit card payments and providing customer service. They have access to personal information needed to perform their functions, but may not use it for other purposes. Further, they must process the personal information in accordance with this Privacy Notice and as permitted by applicable data protection laws.
Protection of Progroom.com.au and Others: We release account and other personal information when we believe release is appropriate to comply with the law; enforce or apply our Conditions of Use and other agreements; or protect the rights, property or safety of Progroom.com.au, our users or others. This includes exchanging information with other companies and organisations for fraud protection and credit risk reduction. Obviously, however, this does not include selling, renting, sharing or otherwise disclosing personally identifiable information from customers for commercial purposes in a way that is contrary to the commitments made in this Privacy Notice.
With Your Consent: Other than as set out above, you will receive notice when information about you might go to third parties, and you will have an opportunity to choose not to share the information.
Whenever we transfer personal information, we will ensure that the information is transferred in accordance with this Privacy Notice and as permitted by the applicable laws on data protection.
How Secure Is Information About Me?
We work to protect the security of your information during transmission by using Secure Sockets Layer (SSL) software, which encrypts information you input.
We maintain physical, electronic and procedural safeguards in connection with the collection, storage and disclosure of personally identifiable customer information. Our security procedures mean that we may occasionally request proof of identity before we disclose personal information to you.
It is important for you to protect against unauthorised access to your password and to your computer. Be sure to sign off when finished using a shared computer.
Which Information Can I Access?
Progroom.com.au gives you access to a broad range of information about your account and your interactions with Progroom.com.au for the limited purpose of viewing and, in certain cases, updating that information.
What Choices Do I Have?
As discussed above, you can always choose not to provide information, even though it might be needed to make a purchase
If you do not want to receive e-mail or other mail from us, please contact [email protected].
Are Children Allowed to Use Progroom.com.au?
Progroom.com.au does not sell products for purchase by children. If you are under 18, you may use Progroom.com.au only with the involvement of a parent or guardian.
Conditions of Use, Notices, and Revisions
If you have any concern about privacy at Progroom.com.au, please e-mail [email protected] with a thorough description and we will try to resolve the issue for you. Our business changes constantly and our Privacy Notice and the Conditions of Use will change also. We may e-mail periodic reminders of our notices and conditions, unless you have instructed us not to, but you should check our website frequently to see recent changes. Unless stated otherwise, our current Privacy Notice applies to all information that we have about you and your account. We stand behind the promises we make, however, and will never materially change our policies and practices to make them less protective of customer information collected in the past without the consent of affected customers.
Examples of Information Collected
Information You Give Us
You provide most such information when you search, buy, post, participate in a contest or questionnaire or communicate with customer service. For example, you provide information when you: search for a product; place an order through Progroom.com.au; provide information in Your Account (and you might have more than one if you have used more than one e-mail address when shopping with us) or your profile; communicate with us by phone, e-mail or otherwise; complete a questionnaire or a contest entry form; and use our services. As a result of those actions, you might supply us with such information as: your name; address and phone number; credit card information; people to whom purchases have been dispatched (including addresses and phone numbers); and financial information.
Most mobile devices provide users with the ability to disable location services. Most likely, these controls are located in the device's settings menu. If you have questions about how to disable your device's location services, we recommend you contact your mobile service carrier or your device manufacturer.
Information from Other Sources
Examples of information we receive from other sources include: updated delivery and address information from our carriers or other third parties, which we use to correct our records and deliver your next purchase or communication more easily; account information; and credit history information from credit bureaus, which we use to help prevent and detect fraud and to offer certain credit or financial services to some customers.