TERMS AND CONDITIONS:

HGS Standard Trading Terms & Conditions

Application

These T&Cs, and no terms and conditions of the Customer, will apply to any order for and any supply of Goods and/or Services by the Supplier to the Customer.

Order of Goods & Services

Any quotation by the Supplier does not constitute an offer to supply.

  1. Unless otherwise stated by the Supplier, any quotation by the Supplier will remain valid for 30 days from the date of the quotation provided that the Supplier may withdraw or vary a quotation at any time prior to the Supplier’s acceptance of an Order.
  2. Any Order by the Customer to the Supplier and/or any acceptance of any Goods and/or Services by the Customer will constitute agreement to these T&Cs by the Customer.
  3. No Order by the Customer will be binding on the Supplier unless the Supplier accepts the Order.
  4. If the Supplier accepts an Order, the parties will have created a binding Contract and the Supplier will supply the Goods and/or Services to the Customer, and the Customer will pay the Price to the Supplier in accordance with the terms of the Contract (which will include these T&Cs), but the Contract will be subject to:
  1. the availability of the materials necessary to supply the Goods; and
  2. the Customer completing the Supplier’s application for commercial credit and the Supplier agreeing to grant credit to the Customer (if the Customer is seeking credit terms).
    1. The Customer is not entitled to cancel any Order or Contract and must pay to the Supplier any costs associated with the Customer purporting to cancel any Order or Contract.
    2. The Customer must provide the Supplier with all information, instructions, reports, drawings, specifications and properties of Goods and/or Services, and all facts and things relevant to the Goods and/or Services and performance of the Supplier’s obligations, at the time the Customer requests any quotation from the Supplier and prior to providing any Order to the Supplier.
    3. If at any time the Supplier considers that any information, document or other thing provided by the Customer to the Supplier is not sufficient to enable the Supplier to supply the Goods and/or Services to the Customer in accordance with the Contract, the Customer must, at the Customer’s cost, provide such further information, documents or assistance as the Supplier considers reasonably necessary.
    4. The Customer must ensure the specifications and properties of Goods and/or Services stated in any Order by the Customer will be fit for the intended purpose of the Goods and/or Services.
    5. The Supplier will be entitled to rely on the accuracy of any plans, specifications or other information provided by the Customer.
    6. If there are any errors in any plans, specifications or other information provided by the Customer to the Supplier, the Supplier will, in addition to the Supplier’s other rights under these T&Cs or at law, be entitled to vary the Price.
    7. The Customer will be responsible for the quantity of any Goods and/or Services in any Order and the Supplier will not have any liability to the Customer if there is any excess or shortfall of the Goods and/or Services for the intended purpose.
    8. The Supplier may cancel any Contract at any time prior to delivery of the Goods and/or Services with no liability other than to repay any amount of the Price paid in advance of the cancellation.

Price

  1. Unless otherwise agreed by the Supplier in writing, the Price will be the Supplier’s list price on the date of despatch of the Goods and/or Services and is subject to variation (whether before or after the acceptance of an Order or before or after the formation of a Contract or during the term of a Contract).
  2. Unless otherwise agreed by the Supplier in writing, the Supplier may invoice the Customer for Goods and/or Services on the date the Supplier supplies the Goods and/or Services.
  3. Unless otherwise stated by the Supplier in writing, the Price is exclusive of any delivery charges and exclusive of GST.
  4. The Customer must not withhold, make deductions from, or set-off, payment of any money owed to the Supplier for any reason.
  5. The Supplier may charge, in addition to the Price, any other fees, charges and surcharges that the Supplier notifies to the Customer from time to time.
  6. The Price will be increased by the amount of any Carbon Costs which are applicable from time to time.

Delivery of Goods

  1. If the Supplier agrees to deliver Goods, the Supplier:
  2. Will charge delivery charges, demurrage, waiting time and other charges in the Supplier’s price list or otherwise nominated by the Supplier from time to time;
  3. will endeavour to deliver the Goods to the Delivery Address on the Delivery Date; and
  4. may charge further delivery charges if the Customer is unable to receive delivery of the Goods at the Delivery Address or on the Delivery Date or in accordance with any other delivery arrangements.
  5. The Supplier will only deliver Goods during the Supplier’s usual business hours unless the Supplier agrees otherwise in writing.
  6. The Supplier will not be liable for any delay in the delivery of Goods to the Delivery Address. The Supplier may deliver Goods in separate installments.
  7. The Customer will ensure a member of the Customer’s Personnel will be at the Delivery Address on the Delivery Date to sign the delivery docket on the Customer’s behalf.
  8. The Supplier may deliver Goods to the Delivery Address regardless of whether there is anyone at the Delivery Address at the time of delivery.
  9. The Customer agrees:
  10. the Supplier’s responsibility for delivery of Goods will cease at the kerbside or public roadway frontage of the Delivery Address;
  11. the Customer must provide safe access for delivery of Goods including but not limited to providing safety measures such as traffic control; and
  12. the Supplier may refuse to deliver Goods, and return the Goods at the Customer’s cost, if the Supplier or a member of the Supplier’s Personnel considers it would be unsafe to delivery the Goods.
  13. The signature of a member of the Customer’s Personnel on the delivery docket will represent the Customer’s acknowledgement that the Goods comply with the Contract and these T&Cs.
  14. A certificate signed by a director or secretary of the Supplier in relation to delivery of the Goods will be prima facie evidence of the fact and the Customer will not object to the admissibility of such a certificate in any legal proceedings.
  15. The Customer must inspect any Goods immediately on collection or delivery of the Goods.

Risk

  1. If the Supplier agrees to deliver Goods, the Customer will be deemed to have accepted the Goods, and the risk in the Goods will pass to the Customer, immediately when the Goods are delivered to the Delivery Address regardless of whether there is anyone at the Delivery Address at the time of delivery.
  2. If the Supplier agrees to supply the Goods on an ex-bin or ex-works basis, or the Customer otherwise agrees to collect the Goods, the Customer will be deemed to have accepted the Goods, and the risk in the Goods will pass to the Customer, immediately when the Goods are placed on any vehicle or means of conveyance.

Title

  1. The Customer will not receive title to Goods until the Customer makes full payment of the Price and any other amounts payable to the Supplier.
  2. Until title in the Goods passes to the Customer in accordance with these T&Cs, the Customer will:
  1. be only a bailee of the Goods;
  2. ensure the Goods are kept separate and identifiable from other goods;
  3. not grant any Security over the Goods to any third party;
  4. return any Goods to the Supplier immediately on request;
  5. authorise the Supplier or any agent of the Supplier to enter any land and premises owned, occupied or controlled by the Customer where the Goods are located and take possession of the Goods; and
  6. hold the proceeds from any sale or disposal of the Goods on trust for the Supplier,
  7. and the Supplier may repossess, retain, deal with and/or sell the Goods as the Supplier determines in the Supplier’s absolute discretion if the Customer does not pay the Price and any other amounts payable to the Supplier by the due date for payment or the Customer is the subject of Administration.
    1. The Supplier may, for the purposes of exercising the Supplier’s rights under clause 6.2, enter any premises owned, occupied or controlled by the Customer and remove the Goods including but not limited to by detaching or unfixing the Goods from any goods or land to which the Goods are attached or fixed.

Credit and Personal Properties Securities

  1. The Customer must make full payment of the Price and any other amounts payable to the Supplier before the Supplier supplies Goods and/or Services to the Customer unless the Supplier has granted credit terms to the Customer in which case the Customer must make full payment of the Price and any other amounts payable to the Supplier within 30 days after the end of the month in which the Supplier supplied the Goods and/or Services to the Customer (or such alternative period agreed by the Supplier in writing). There is an HGS Credit Client form to complete here.
  2. If the Supplier grants credit terms to the Customer, then to secure the punctual payment of all amounts owed by the Customer to the Supplier, the Customer grants to the Supplier:
    1. a security interest over all present and after-acquired property of the Customer in relation to which the Customer can be a grantor of a security interest, whether or not the Customer has title to the property, including but not limited to all retention of title property; and
  1. The Customer agrees and acknowledges the Supplier may (without limiting the Supplier’s other rights under these T&Cs, at law or otherwise) lodge caveats over the Customer’s property and take any other action to secure and enforce the Supplier’s Security Interest.
  2. The Customer must reimburse the Supplier for the full amount of any bank or other fees associated with any dishonoured payments or cheques and any legal, debt recovery or other expenses incurred by the Supplier associated with any action by the Supplier to recover money from the Customer.
  3. The Customer:
    1. agrees with the Supplier that neither the Customer, nor the Supplier, will disclose confidential information
  1. The Security Interest will immediately become enforceable (whether or not the amounts owed by the Customer to the Supplier have become payable) if an Event of Default occurs, without the need for any demand or notice under a document, and the Supplier may appoint a Receiver to property the subject of the Security Interest (and fix the Receiver’s remuneration) or exercise any power exercisable by a Receiver even if a Receiver has not been appointed.

Force Majeure

  1. The Supplier will not be liable to the Customer for any failure to perform, or delay in performing, the Supplier’s obligations under these T&Cs if the failure or delay is due to any cause beyond the Supplier’s reasonable control and if any such failure or delay continues for a period of 14 days the Supplier may terminate any affected Contract.

Confidential Information & Intellectual Property

  1. The Customer will not use, or disclose, any Confidential Information disclosed to the Customer.
  2. All Intellectual Property Rights in all designs, drawings, technical information and documents created by the Supplier in relation to the Goods and/or Services will remain with the Supplier and will not be assigned to the Customer and no supply of Goods and/or Services to the Customer will grant to the Customer any Intellectual Property Rights in respect of the Goods and/or Services or such designs, drawings, technical information or documents.
  3. If the Supplier supplies any designs, drawings, technical information or documents to the Customer as part of the Goods and/or Services, the Supplier grants the Customer a non-exclusive, non-transferrable, right to use the designs, drawings, technical information and documents strictly and only for the purposes of the Customer’s use of the Goods and/or Services.
  4. The Customer warrants that the Supplier’s use of any designs, instructions or documents provided by the Customer to the Supplier will not infringe the Intellectual Property Rights of any other party.

Approvals

  1. The Customer must, at the Customer’s expense, obtain all Approvals necessary for and incidental to the supply of the Goods and/or Services.

Security

  1. The Supplier will not be required to provide a bank guarantee or any other form of Security and the Customer will not be entitled to retain any retention money from the Price for any reason.

Warranties

  1. Products covered under warranty are given a stamp indicating “guaranteed 6 months warranty parts and workmanship''.
  2. The warranty is valid for six months from the date of delivery of the product or service.
  3. The guarantee is presented as a replacement; repair or replacement of the product or service not in accordance with the quality claimed by the seller and expected by the client.
  4. The guarantee is only valid if no attempt to repair, recover or modify the original aspects of the product has not been observed when the claim is made.
  5. Product installations made by the client or by another service other than services of HGS are not covered by warranty, except for measurement product details and refuel.
  6. Warranty claims must be validated by the technical manager of HGS. In the case of hydraulic or pneumatic hoses, a replacement can be provided while the warranty is under investigation.
  7. Warranty Exclusions:
    1. The warranty does not apply to parts subject to over-tightening, cracking or misalignment during use.
    2. The warranty does not apply to products whose screw or clamping nuts have been damaged during installation by the customer.
    3. The warranty does not apply to products burned, scratched, bent or crushed during use by the customer.
    4. The warranty does not apply to products applied inappropriately by the client when the products have been requested without seeking advice from HGS technician.
    5. The warranty does not cover pipes that were damaged by normal wear and tear, by misuse or abuse, or by rocks, intentionally or unintentionally.
    6. The warranty does not cover improper installation unless the installation has been done by an HGS technician.
  8. In certain conditions, HGS cannot guarantee the service granted to the client; under these conditions a stamp indicating “NOT GUARANTEED” with boxes indicating why the warranty is not granted is applied on the waybill.
  9. The warranty will not be granted for hydraulic hose assemblies with any part from a source other than HGS.
  10. The warranty will not be applied if the parts sold will be used welded or cut.
  11. The warranty does not apply when the HGS technician counsels against the intended use of the product by the customer.
  12. The technician may refuse to grant a guarantee to customers who would use their own parts in a pipe fitting or would like to remove a part if the technician found its use inappropriate.
  13. When a guarantee will not be applied, the technician will inform the customer in advance and the waybill will be sealed by the words ‘Not Guaranteed’.
  14. When a guarantee is determined to be nonconforming to specifications, the product is replaced without cost.
  15. In cases where replacement is not suitable, a credit note will be applied to the account. If the client does not have an account or a balance owing, the client will receive a cash reimbursement.
  16. It is the responsibility of the customer to carry out a visual inspection on individual parts bought before accepting the goods.
  17. All products experiencing a malfunction must be kept for inspection by the technical Department of HGS for the warranty to be applied.

Liabilities

  1. The Supplier’s liability for any Liability or Claim in relation to these T&Cs, any Contract, and any supply of Goods and/or Services (whether under statute, contract, tort, negligence or otherwise) will be limited to the amount of the Price paid by the Customer to the Supplier.
  2. The Supplier will not be liable to the Customer for any Liability or Claim of any kind arising directly or indirectly (whether under statute, contract, tort, negligence or otherwise) in relation to any indirect or consequential loss (including but not limited to any loss of actual or anticipated profits, revenue, savings, production, business, opportunity, access to markets, goodwill, reputation, publicity, or use) or any remote, abnormal or unforeseeable loss or any similar loss whether or not in the reasonable contemplation of the parties.

Release & Indemnity

  1. The Customer indemnifies the Supplier and each member of the Supplier’s Personnel from and against any Liability or Claim arising directly or indirectly in relation to:
    1. the accuracy of all information provided by the Customer to the Supplier in relation to the Services, the Delivery Address or any other matters;
    2. the Customer’s breach of these T&Cs or any Contract;
    3. the negligence or wilful misconduct of the Customer or any member of the Customer’s Personnel;
    4. the Supplier or any member of the Supplier’s Personnel delivering the Goods in accordance with the Customer’s instructions;
    5. the Supplier or any member of the Supplier’s Personnel entering the Delivery Address;
    6. damage to the property of the Customer or any third party during any delivery of Goods;
    7. any spillage, breakage or contamination of Goods during any transport or delivery;
    8. the Goods and/or Services not being fit for any particular purpose;
    9. any tests in relation to Goods and/or Services;
    10. the Customer or any member of the Customer’s Personnel directly or indirectly causing any delay in the supply of any Goods and/or Services;
    11. the Supplier having to resupply the Goods and/or Services, or undertake any rework, as a result of the actions or omissions of the Customer or any third party;
    12. the Customer or any member of the Customer’s Personnel refusing to accept any delivery; and
    13. the Customer or any member of the Customer’s Personnel purporting to cancel any Order or Contract and
    14. any proceedings, claims and demands in relation to any secured property.

Termination

  1. The Supplier may immediately terminate, or suspend the performance of, any Contract and the Customer must immediately pay any money owed to the Supplier if:
    1. the Customer breaches a term of these T&Cs or any Contract and does not remedy the breach within 7 days of receiving a notice from the Supplier requiring the Customer to do so;
    2. the Customer breaches a term of these T&Cs or any Contract which is not capable of remedy;
    3. there is any change in the Control of the Customer; or
    4. an Administration occurs in relation to the Customer.