1. Definitions
1.1 In these Terms:
2.1 Any orders placed with The Irrigation Hub:
(a) are subject to acceptance by The Irrigation Hub; and
(b) constitute an acceptance of these Terms.
2.2 No purchase order, sales agreement or other agreement:
(a) will bind The Irrigation Hub, unless accepted (in its absolute discretion) by The Irrigation Hub; and
(b) may be cancelled without The Irrigation Hub’s written consent.
3. Prices
3.1 The prices charged for the Goods shall be those agreed to and acknowledged by The Irrigation Hub in its sole discretion upon acceptance of a sales agreement or purchase order.
3.2 Unless otherwise specified, prices are in Australian dollars (AUD). Prices are subject to change without notice.
3.3 Any variation in prices after an order has been made will be notified to the Customer in writing before supplying the corresponding Goods. If the increase is significant and the Customer does not agree to the increase, the Customer may cancel the order by providing notice in writing to The Irrigation Hub before the Goods are supplied.
3.4 If goods and services tax or any similar tax (GST) has application to any supply made under these Terms, The Irrigation Hub may, in addition to any amounts payable in accordance with these Terms, recover from the Customer an additional amount on behalf of GST, such amount to be calculated by multiplying the amount payable by the Customer for that supply by the prevailing GST rate.
3.5 All Goods supplied by The Irrigation Hub must be paid in full by the date stated in The Irrigation Hub’s invoice (Due Date) and if not paid in full by that time, will attract interest at the Standard Default Contract Rate as published from time to time by the Queensland Law Society.
3.6 The Customer acknowledges that the Customer is not entitled to avoid or suspend payment of the total invoice because of a dispute regarding any one item in that invoice or any other invoice and agree to pay such amount as is not in dispatch strictly in accordance with the Terms.
4. Shipping Costs
4.1 The Customer will be responsible for all shipping costs unless the order is eligible for pre-paid freight as described in The Irrigation Hub's price list (or otherwise notified by the Irrigation Hub).
5. Delay
5.1 The Irrigation Hub shall have no liability for delay, failure, or refusal to accept Customer’s orders or to ship products to Customer if the delay, failure, or refusal results from:
(a) capacity restraints;
(b) demand in excess of available supply;
(c) labour strikes or lockouts; or
(d) any cause beyond The Irrigation Hub’s control.
6. Problems with Goods
6.1 The Irrigation Hub will under no circumstances accept a return or be liable to accept a return of Goods which are manufactured for a custom order or manufactured using the Customer’s specifications (unless the Goods are determined by TheIrrigation Hub to be defective in manufacture or materials).
6.2 If the Customer believes there are any discrepancies with the Goods supplied, The Irrigation Hub must be notified within 7 days of the Customer's receipt of the Goods. No discrepancies will be accepted after this period.
6.3 Written permission must be received from The Irrigation Hub prior to return of any product within 30 days from the invoice date. The Irrigation Hub will not accept returns unless the products are in new, resalable condition. Returned items are subject to a fifteen percent (15%) restocking charge unless return occurrence is due to The Irrigation Hub error. Credit will be based on invoice price. In addition, the Customer is responsible for arranging shipment and paying all freight charges associated with returning the product to The Irrigation Hub’s warehouse.
7. Passing of Title and Risk
7.1 Risk in the Goods transfers upon delivery of the Goods to the Customer.
7.2 Notwithstanding the delivery of the Goods or part thereof, the Goods remain the sole and absolute property of The Irrigation Hub as full legal and equitable owner until such time as the Customer has paid The Irrigation Hub the total amount owing to The Irrigation Hub.
7.3 The Customer acknowledges that it receives possession of and holds Goods delivered by The Irrigation Hub solely as bailee for The Irrigation Hub until such time as the total amount owing is paid to The Irrigation Hub. Until such time as the Customer becomes the owner of the Goods, it must store the Goods in a way that clearly identifies it as the property of The Irrigation Hub.
7.4 If the Customer does not pay for any Goods on the Due Date then The Irrigation Hub is hereby irrevocably authorised by the Customer to enter the Customer’s premises (or any premises under the control of the Customer or as agent of the Customer in which the Goods are stored at such premises) and use reasonable force to take possession of the Goods without liability for the tort of trespass, negligence or payment of any compensation to the Customer whatsoever.
7.5 On retaking possession of the Goods, The Irrigation Hub may elect to refund to the Customer any part payment that may have been made and to credit the Customer with the value of the Goods less any charge for recovery of the Goods, or to resell the Goods (including legal fees on the indemnity basis).
8. Security and the Personal Property Securities Act 2009 (Cth)
8.1 The Customer agrees to grant a "Purchase Money Security Interest" in respect of the Goods (being commercial property) supplied to the Customer by The Irrigation Hub under these Terms. Where it is appropriate to do so, the Customer acknowledges The Irrigation Hub may register a Purchase Money Security Interest in the Personal Property Securities Register in respect of those Goods.
8.2 For the avoidance of doubt, the Customer acknowledges and agrees that it grants to The Irrigation Hub a security interest in all Goods supplied by The Irrigation Hub, Services rendered by The Irrigation Hub and other costs and charges owing by the Customer to The Irrigation Hub (whether now or in the future) and in any proceeds from the sale of the Goods.
8.3 For the purposes of section 14(6) of the PPSA, the Customer (and The Irrigation Hub) agree that any payments received from the Customer by The Irrigation Hub pursuant to or in any way connected with these Terms, will be applied in such order as The Irrigation Hub deems fit in its absolute discretion.
8.4 The Customer consents to: (a) and agrees to execute any other document or instrument required to give effect to the security interests created by these Terms; and (b) the registration with the relevant authority or public register of any security interest created by these Terms or any other document required to give effect to a security interest created by these Terms, including without limitation the registration of a financing statement or financing change statement on the Personal Property Securities Register.
8.5 The Customer hereby charges with payment of all monies due from the Customer to The Irrigation Hub in respect of all the Customer's present and future beneficial interests in all of its real and personal property.
8.6 Notwithstanding any other provision in these Terms, the Customer irrevocably and unconditionally consents to lodgement by The Irrigation Hub of a caveat or other instrument noting the interest given by this charge on the title of any property of the Customer whenever The Irrigation Hub so wishes.
8.7 The Customer must pay all costs of and incidental to the preparation, execution and registration of any instrument which is executed for the purposes of giving effect to this clause and must also pay all costs incidental to the withdrawal, discharge or release of such instrument.
8.8 To the extent permissible at law, the Customer waives its right to receive notification of or a copy of any Verification Statement confirming registration of a Financing Statement or a Financing Change Statement relation to a Security Interest granted by the Customer, as Grantor to The Irrigation Hub.
9. Costs
9.1 The Customer agrees to pay all of The Irrigation Hub's costs, charges and expenses incurred due to the Customer's default of these Terms including The Irrigation Hub's legal costs on the indemnity basis.
10. Warranties and Liability
10.1 These Terms do not attempt to exclude, restrict or modify the application of any applicable laws of the Commonwealth State or Territory which cannot be excluded, restricted or modified.
10.2 The Customer acknowledges and agrees that to the extent permitted by law, The Irrigation Hub will not be liable for, and the Customer releases The Irrigation Hub in respect of any claim, loss, cost, damage or expense (Claim) arising out of any act or omission of The Irrigation Hub or its employees, officers or agents or the manufacturer of the Goods unless that Claim is a direct result of the negligence or breach of these Terms or a warranty by The Irrigation Hub.
10.3 The parties agree that to the extent permitted by law any liability for a Claim against The Irrigation Hub that cannot be excluded will be limited to the lesser of: (i) the repair of defective Goods; (ii) the cost of the repair by a third party of defective the Goods; or (iii) the contract price of the original supply of the Goods.
10.4 Notwithstanding any of the above, the parties agree that The Irrigation Hub will under no circumstances be liable to the Customer for any indirect or consequential loss, loss of income, profit or opportunity or for any contingent, consequential direct/indirect special, or punitive damages arising out of or in connection with these Terms, at law or in equity.
10.5 The Irrigation Hub’s liability/obligations to honour any Claim under or in connection with these Terms do not extend to rectification of defects, loss or damage which is caused or contributed to by use, storage or operation of any part of the Goods other than in accordance with the more stringent of either: guidelines or specifications supplied by The Irrigation Hub or the manufacturer; industry best practice; relevant building codes; Australian Standards; or use under normal working conditions. The Irrigation Hub will also not be liable for defects, loss, costs or damage arising out of or in connection with:
(a) the misuse, neglect, or wilful destruction of any part of the Goods;
(b) any damage caused by or to the Goods as a result of continued use of any part of the Goods after a defect has been detected or ought to have been detected; or
(c) installation or fixing of Goods to other Goods or property after a defect has been detected or ought to have been detected; or
(d) breakages due to circumstances beyond The Irrigation Hub' control.
10.6 To the extent permitted by law and unless otherwise expressly agreed, The Irrigation Hub does not provide and expressly excludes all warranties whether implied by statute or otherwise in respect of any Goods.
10.7 If any provision of these Terms is held to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation, it is to be severed so that the validity and enforceability of the remaining provisions are not affected.
11. Applicable Law
11.1 The parties expressly agree that these Terms will be governed by and interpreted in accordance with the laws of Queensland.
12. Excuse
Any delay, failure to deliver, or other breach by The Irrigation Hub, wholly or partially caused by any fire, explosion, flood, riot, labour dispute, shortage accident, act of God, law, regulation, or other event or circumstance beyond The Irrigation Hub’s control shall be excused.
13. Limitation of Damages
The Irrigation Hub and its affiliates, successors and assigns, and each of their respective directors, officers, employees, and agents shall in no event be liable to Customer for any claim for direct, indirect, special, incidental, punitive or consequential damages of any types resulting from or relating to these Terms and Conditions and/or The Irrigation Hub’s supply or sale of the products to Customer.
14. Severability
The invalidity, prohibition of unenforceability, in whole or in part or any of these terms or conditions in any jurisdiction, shall not affect the validity or enforceability of the remaining terms and conditions, nor affect the validity or enforceability of that term and condition in any other jurisdiction.
15. No Assignment
Customer may not transfer or assign any of its rights or obligations hereunder without The Irrigation Hub’s prior written consent, which may be withheld by The Irrigation Hub in its sole discretion. All purported transfers or assignments without such consent are void. The Irrigation Hub may transfer or assign any of its rights or obligations hereunder without Customer’s prior written consent.
16. Waiver
The Irrigation Hub’s failure to insist, in one or more instances, upon the performance of any of the foregoing terms or conditions shall not be construed as a waiver or relinquishment of The Irrigation Hub’s right to such performance, and Customer’s obligation shall continue in full force and effect.
17. Amendment
These terms and conditions may be amended only by written amendment executed by The Irrigation Hub.
18. Entire Agreement
Except as otherwise expressly provided herein, these Terms together with any other terms and conditions provided by The Irrigation Hub to Customer on an invoice or purchase order, constitute the entire agreement between The Irrigation Hub and Customer with respect to the sale of Goods and supersede all prior representations, understandings and agreements with respect to such sale. These Terms shall prevail over those of any invoice, purchase order, agreement, or other document or understanding of Customer pertaining to this sale.