General Terms and Conditions of Sale

1.1. All quotations made, and/or any order for Goods which is accepted, by HRH are subject to these Conditions and any other terms which are agreed to in writing by the parties. These Conditions are to the exclusion of any previous dealings between HRH and any Purchaser or the imposition of additional or alternative terms and conditions by a Purchaser. These Conditions set out the entire agreement between the parties in relation to their subject matter.
1.2. A quotation is not a binding offer to sell. HRH may withdraw, revoke, or vary a written quotation at any time prior to HRH accepting an order in response to that quotation.
1.3. HRH reserves the right to accept or decline, in whole or in part, any order for Goods placed by a Purchaser.
1.4. The agreement to supply Goods to the Purchaser starts on the date HRH agrees to supply the Goods to the Purchaser
1.5. HRH reserves the right to engage a Subcontractor to manufacture and/or supply any part of the Goods quoted or of any materials or services to be supplied to Customer.

2.1. Subject to these Conditions, the price of Goods will be as agreed between HRH and the Purchaser at the time of HRH’s acceptance of the Purchaser’s order.
2.2. HRH may at its discretion vary the price for any Goods to be supplied pursuant to the Quotation as described in the Quotation.

3.1. Payment for Goods purchased from HRH must be paid in the full amount of each invoice without delay, deduction, set-off, or counterclaim by the due date issued on the invoice.
3.2. Unless agreed upon in writing by HRH, the purchaser must pay the full amount of each invoice by the due date.
3.3. The Customer may request an extension of the Due Date by giving written notice to HRH. The Customer must outline the reasons for an extension.
3.4. HRH may, in its absolute discretion, grant the Customer an extension of the Due Date by notice within 7 Business Days of the notice to HRH.
3.5. HRH may charge interest on all amounts overdue, from the date of default until the date of payment in full, at a rate of 2% per month on an amount remaining unpaid on the Due Date (as extended under clause 3.4, if applicable).

4.1. The Purchaser agrees that legal and equitable title to the Goods is retained by HRH until HRH receives payment in full, from the Purchaser for the Goods. Until the Purchase has paid all monies owing to HRH on the account, the Purchaser must;

(a) Hold the Goods as bailee of HRH;
(b) Keep the Goods in good and merchantable condition and fully insure the Goods against loss or damage however caused;
(c) Not sell the Goods except with the prior written consent of HRH or in the ordinary course of the Purchaser’s business, provided that any such sale is at arms’ length and on market terms and any proceeds of resale (to the extent they relate to the Goods) will be held on trust for HRH in a separate account or otherwise; clearly identified in the books and records of the Purchaser;
(d) Not create any encumbrance over the Goods which is inconsistent with HRH’s title and ownership of the Goods;
(e) Where the Purchaser processes the Goods, either by using the Goods to manufacture other goods or by incorporating the Goods in or with any other goods, the Purchaser must hold such part of the new goods (“Processed Goods”) and the proceeds of sale of the Processed Goods on trust for HRH; and
(f) Store the Goods and such part of the Processed Goods separate from its own goods and those of any other third party so that they are readily identifiable as the property of HRH.

4.2. For the purpose of clause 4.1 “such part “means an amount equal in dollar terms to the amount owed by the Purchaser to HRH at the time the Goods are used in the manufacture of, or incorporated into, the Processed Goods.
4.3. If the Purchaser is in breach of its obligation to make payment for the Goods by the due date, the Purchaser becomes subject to an Insolvency Event or in HRH’s reasonable opinion the payment of any amount in respect of the Goods supplied by HRH is in jeopardy, the Purchaser must (at its cost) return to HRH any Goods to which title is retained by HRH immediately.
4.4. If the Purchaser does not return the Goods to HRH on demand under clause 4.3, the Purchaser:
(a) irrevocably authorises representatives of HRH to enter upon any site where the Goods are located to take possession of the Goods without prior notice; and
(b) indemnifies HRH for all fees (including legal fees on a full indemnity basis), costs and other Losses incurred or suffered by HRH (including any such fees, costs and Losses which arise out of a claim made by or against HRH) in connection with retaking possession of the Goods or the exercise by HRH of its rights under this clause.
4.5. HRH will be entitled to resell any Goods which have been returned to it or it has taken into possession under clause 4.3 or 4.4.
4.6. The Customer irrevocably consents to HRH entering its premises to recover possession of Goods for the purposes of this Clause.
4.7. The Customer has no right to claim title to or possession of the Goods by way of set-off or counterclaim.

5.1. Where applicable, goods must be installed in accordance with HRH’s recommended installation procedures (as published from time to time and available on request from HRH’s representative) and HRH will not be liable for any Losses arising out of a failure to do so.
5.2. HRH shall be under no liability whatsoever to the Purchaser/Consumer for any indirect loss and/or expense (including loss of profit) suffered by the Purchaser/Consumer arising out of a breach by HRH of this contract.
5.3. In the event of any breach of this contract by HRH the remedies of the Purchaser/Consumer shall be limited to damages. Under no circumstances shall the liability of HRH exceed the Price of the Goods sold to the Purchaser.
5.4. HRH does not guarantee, represent, or warrant that your use of our Goods will be uninterrupted, timely, secure, or error-free.
5.5. We do not warrant that the results that may be obtained from the use of the goods will be accurate or reliable
5.6. You expressly agree that your use of, or inability to use, the Goods is at your sole risk. The products delivered to you are (except as expressly stated by HRH) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
5.7. In no case shall HRH, our directors, officers, employees, affiliates, agents, contractors, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the products procured from HRH, or for any other claim related in any way to your use of any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the goods or any products posted, transmitted, or otherwise made available via HRH, even if advised of the possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
5.8. You agree to indemnify, defend and hold harmless HRH and our, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms and Conditions or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

6.1. Unless otherwise agreed, HRH must deliver the goods to the purchaser as follows:

(a) HRH reserves the right to arrange transport by any means in its absolute discretion;
(b) The unloading of Goods is the Purchaser’s responsibility at its own cost and risk but HRH or its transport contractor may, without liability to HRH, unload the Goods if the Purchaser requests HRH to do so or is absent from the delivery location at the time HRH or its transport contractor wishes to unload and the Purchaser releases and forever discharges HRH and its transport contractor from and against any claim, cause of action or liability arising out of the unloading of Goods at the Purchasers delivery location;

6.2. Where HRH or its transport contractor enters the Purchaser’s premises or the premises of a third party to effect delivery, the Purchaser:

(a) releases HRH from any claim the Purchaser may at any time have had against HRH but for this release in respect of damage occasioned to the Purchaser’s premises or injury to persons arising out of the delivery by HRH or its transport contractor of Goods to such premises; and
(b) indemnifies and holds HRH harmless from and against any Losses suffered or incurred by HRH in respect of damage occasioned to the Purchaser’s or third party’s premises or injury to persons arising out of the delivery by HRH or its transport contractor of Goods to such premises.

HRH will not be:

(a) in breach of this Contract as a result of;
(b) or liable for,

7.1. Any failure or delay in the performance of our obligations under this Contract to the extent that such failure or delay is wholly or partially caused, directly or indirectly, by a Force Majeure Event.

8.1. Nothing in the Contract operates to transfer any of HRH’s intellectual property rights to the Purchaser/Consumer. For any intellectual property coming into existence after the date of this Contract and predominantly for the purpose of it, ownership vests in and will be property of HRH who license it to the Purchaser for the purpose of using the Goods and/or Services.

9.1. These terms and conditions and any contract to which they apply shall be governed by the laws of Queensland and are subject to the jurisdiction of the Courts of Queensland.
9.2. Nothing in these Conditions will constitute HRH as a subcontractor of the Purchaser
9.3. A party waives a right under these Conditions only if it does so in writing. A party does not waive a right simply because it fails to exercise the right, delays exercising the right or only exercises part of the right. A waiver of one breach of a term of these Conditions does not operate as a waiver of another breach of the same term or any other term.
9.4. Each provision of these Conditions is deemed to be separate and severable from the other provisions. If a provision in these Conditions is wholly or partly invalid or unenforceable in any jurisdiction, that provision or the part of it that is invalid or unenforceable must, to that extent, and in that jurisdiction, be treated as deleted from these Conditions. This does not affect the validity or enforceability of the remaining provisions in that jurisdiction, or of the deleted provision in any other jurisdiction.
9.5. Nothing in these Conditions restricts HRH from assigning, declaring a trust over, transferring or otherwise dealing with any receivables owed to it by the Purchaser under these Conditions, together with any associated rights and interests (including any related security) in favour of any third party. With notice to the Purchaser, HRH may assign this contract to any of its Related Corporations or, in the case of a sale of business, to any third party which acquires all or substantially all of the assets of HRH which are used in the performance of the obligations arising under these Conditions.
9.6. The Purchaser must comply with all Laws and requirements of any regulatory authority applicable to the Purchaser’s business, including without limitation those Laws and regulatory requirements relating to the environment, health, safety, storage, handling and sale of Goods. The Purchaser must comply with any processes, material safety data sheets (or similar documents), reasonable instructions or directions of HRH issued in connection with the Goods.

In these Conditions:
Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth);
Business Day means Monday to Friday (inclusive) excluding public holidays at the place of delivery;
Consumer means a person who acquires Goods pursuant to a Consumer Contract as defined in section 23(3) of the Australian Consumer Law;
Corporations Act means the Corporations Act 2001 (Cth);
Force Majeure means an act of God, war, fire, strike, lockout, trade or industrial disputes, government interference, lack of production capacity or raw materials, transport delays, accidents, breakdown of plant or machinery, non delivery or shortage of supplies, pandemic, disease or illness or any other cause beyond the Affected Party’s control but specifically excludes the lack of availability of funds or inability to make payments when due;
GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Insolvency Event means the occurrence of any of the following events in relation to a party:

(a) the party becomes insolvent as defined in the Corporations Act, states that it is insolvent or presumed to be insolvent under an applicable Law;
(b) the party is wound up by resolution or an order of a court or declared bankrupt;
(c) the party becomes an insolvent under administration as defined in the Corporations Act;
(d) the party becomes subject to one of the forms of external administration provided for in Chapter 5 of the Corporations Act;
(e) the party enters into or becomes subject to:

(i) any arrangement or composition with one or more of its creditors or any assignment for the benefit of one or more of its creditors; or
(ii) any re-organisation, moratorium, deed of company arrangement or other administration involving one or more of its creditors;

(f) any application or order is made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken which is preparatory to or could result in any of (b), (c), (d) or (e) above; (g) the party is taken, under section 459F(1) of the Corporations Act, to have failed to comply with a statutory demand; or
(g) the party suspends payment of its debts, ceases or threatens to cease to carry on all or a material part of its business;

Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to copyright, trademarks, designs, patents, circuit layouts, plant varieties, inventions and confidential information, and other results of intellectual activity in any field whether or not registrable, registered or patentable. These rights include rights in applications to register these rights and all renewals and extensions of these rights.
Law means:

(a) legislation, regulations, by-laws, orders, awards, proclamations and statutory instruments imposed or enforced by any applicable government, agency or authority;
(b) any written instrument which constitutes a requirement of an organisation which has jurisdiction in connection with the supply of the Goods; and
(c) principles of common law and equity established by decisions of the courts;

Losses means all losses, damages, liabilities, costs, charges, expenses, claims, actions, suits or proceedings;
Purchaser means a person, being an incorporated or unincorporated business or an individual, who acquires Goods from HRH, and includes a Consumer or Small Business;

Related Corporation has the meaning given to the term “related body corporate” in the Corporations Act;

Small Business means a purchaser that acquires Goods pursuant to a Small Business Contract as defined in section 23(4) of the Australian Consumer Law;
Subcontractor means any natural person, private or government entity, or a combination of the above, to whom any part of the Goods to be supplied or execution of any part of the Related Services is subcontracted by the Supplier.
Working Hours means between 7.00am and 5.00pm on any Business Day at the place of delivery.
HRH means Harvest Rural Hub ABN 77 116 901 482