The following words have the following meanings:

• “www.safepoolsolutions.com.au” is an operating website of Safe Pool Solutions Pty Ltd
• “Customer” means the third party for whom SPS is providing Goods.
• “Goods” mean any goods, parts, equipment or a material supplied or installed by ‘SPS P/L’ and extends to any services provided by the company.

1. ORDERS

• (a) The Customer agrees to the terms and conditions contained in this document upon the Customer signing this form, or upon the Customer placing an order for Goods, whether or not any payment has been made to ‘SPS P/L’.
• (b) ‘SPS P/L’ is under no obligation to supply Goods unless the Customer places an order with ‘SPS P/L’.
• (c) If quotations are provided, they are valid for the time frame stated on the quotation and are conditional on the Customer supplying correct details. Quotations are also subject to availability of products and subject to change due to fluctuations in product pricing.
• (d) Any prices quoted by ‘SPS P/L’ are exclusive of GST, freight, delivery fees and insurance unless advised in writing otherwise.
• (e) Unless previously agreed, the Customer may only cancel an order if ‘SPS P/L’ is indemnified for any loss caused by such cancellation.

2. RETENTION OF TITLE & PPSA

• (a) Title in any Goods will not pass to the Customer until ‘SPS P/L’ has received full payment for the Goods, and until all payments owing by the Customer to ‘SPS P/L’ have been paid in full. Until such time, ‘SPS P/L’ has the right to call for, or recover the Goods, and for this purpose, ‘SPS P/L’, its employees or its agents may, without notice, enter the Customer’s premises or other place where the Goods may be stored. The Customer, when requested to do so, must deliver the Goods to ‘SPS P/L’, and ‘SPS P/L’ shall not be held liable for any cost or damage caused by such recovery.
• (b) If any payment for the Goods is overdue in whole or part, ‘SPS P/L’ may (without prejudice to any of its rights) recover or sell the Goods, or, on demand, require the Customer to pay interest on the outstanding amount at the rate of 10% for each 7 days overdue from the due date up to and including the actual date payment is received in full.
• (c) The Customer must pay to ‘SPS P/L’ any expenses incurred by ‘SPS P/L’ in exercising its rights under these terms due to the Customer’s failure to pay any debts to ‘SPS P/L’ when due.
• (d) ‘SPS P/L’ reserves the right to withhold further delivery of Goods, recover any Goods and to withdraw any credit arrangement, should full payment not be forthcoming for any reason.
• (e) The Customer agrees that by signing this form or by placing an order for Goods, it consents to granting a security interest (as defined in the Personal Property Securities Act 2009) in favour of ‘SPS P/L’ in respect of all the Customer’s present and future personal property and proceeds, and/or, the Goods themselves, as collateral for any amounts payable by the Customer to ‘SPS P/L’. The Customer consents to ‘SPS P/L’ registering an interest on the Personal Property Securities Register (PPSR) to protect its security interest and agrees to do all things necessary to enable ‘SPS P/L’ to register such an interest. The Customer waives its right to receive notification of the registration.
• (f) For the avoidance of any doubt with respect to clause 2
• (e), the Customer acknowledges that ‘SPS P/L’s security interest is considered a purchase money security interest (PMSI) for the purposes of registration on the PPSR.
  
  

3. PAYMENT TERMS

• (a) The Customer must make payment for the Goods by the due date nominated by ‘SPS P/L’ on its invoice/s.
• (b) No retentions are permitted unless previously agreed to in writing by ‘SPS P/L’.
• (c) The Customer must indemnify ‘SPS P/L’ for any costs that ‘SPS P/L’ incurs in attempting to recover monies which the Customer owes to ‘SPS P/L’.
  
  

4. REPLACEMENT PARTS

If any Goods or parts in any Goods are replaced, these will be standard manufacturer’s parts or equivalent standard, and the parts replaced will remain the property of ‘SPS P/L’ until full payment for any outstanding order is received from the Customer.

5. DELIVERY

• (a) Unless otherwise agreed, ‘SPS P/L’ takes no responsibility for loss or damage to the Customer’s property during the delivery of Goods to the Customer.
• (b) The Goods will be at the sole risk of the Customer upon the earlier of the Goods being collected by the Customer (or by any person on the Customer’s behalf), or, the Goods being dispatched for delivery to the Customer.
• (c) Unless agreed otherwise, ‘SPS P/L’ will not be responsible for unloading goods upon delivery.
• (d) No claim for shortages of Goods will be considered by ‘SPS P/L’ unless they are received from the Customer in writing within 3 days of delivery.
• (e) ‘SPS P/L’ may refuse delivery of any Goods if the Customer’s debts to ‘SPS P/L’ remain outstanding after the due date for payment.
• (f) ‘SPS P/L’ will not be liable for any delays in delivering Goods to the Customer.
  
  

6. GOODS RETURNED

• (a) Any requests to allow credits for Goods will be decided at the discretion of ‘SPS P/L’ and such claims will only be considered if the Goods are returned within 3 business days to ‘SPS P/L’ in the same condition they were delivered in and with any return freight prepaid by the Customer.
• (b) ‘SPS P/L’ may charge the Customer a restocking fee on any Goods it accepts for credit.
  
  

7. WARRANTIES

• (a) New Goods If within a period of 12 months from the date of delivery any new Goods sold by ‘SPS P/L’ (other than purchased equipment as referred to in Clause 7.4) are found to be defective in materials or workmanship, or do not conform to any applicable drawings and specifications approved in writing by ‘SPS P/L’, then ‘SPS P/L’ will, at its option, either repair or provide replacement parts or Goods provided that:
  • (a) The Customer has given written notice to ‘SPS P/L’ of any alleged defect within the warranty period;
  • (b) The Customer has provided ‘SPS P/L’ a reasonable opportunity to perform all appropriate tests on the Goods;
  • (c) The defective Goods or parts are promptly returned. Any defective Goods or parts replaced will become ‘SPS P/L’ property and the repaired or new Goods or parts will be delivered free to the Customer’s site;
• 7.2 Repaired Goods For repaired Goods, the warranty period is 3 months from the date of repair and shall only apply to Goods or parts repaired or replaced by ‘SPS P/L’. No separate warranty shall apply to repaired goods as a whole or to parts not repaired or replaced by ‘SPS P/L’.
• 7.3 Exceptions The warranties given by ‘SPS P/L’ in 7.1 and 7.2 above do not cover:
  • (a) Fair “wear and tear”, or failures or damage not reported to ‘SPS P/L’ within the warranty period.
  • (b) Failures or damage due to misapplication, abuse, improper installation or abnormal conditions of operation.
  • (c) Failures or damage due to operation, either intentional or otherwise, above or below rated capacities or in an otherwise improper manner.
  • (d) Failures or damage resulting from Goods which have been in any way tampered with or altered by anyone other than an authorised representative of ‘SPS P/L’.
  • (e) Goods damaged in shipment or without the fault of ‘SPS P/L’.
  • (f) Failures or damage resulting from the incorporation of, or failure of, non-‘SPS P/L’ manufactured or supplied parts in the Goods. 7.4 Purchased Equipment ‘SPS P/L’ does not warrant any equipment or other goods of other manufacturers which is designated by the Customer or purchased by ‘SPS P/L’ for resale to the Customer either separately or as a part of operating in conjunction with equipment or other goods manufactured by ‘SPS P/L’. For such equipment or other goods, the Customer must rely on the warranty given by the manufacturer of the equipment or other goods.
• 7.4 Purchased Equipment ‘SPS P/L’ does not warrant any equipment or other goods of other manufacturers which is designated by the Customer or purchased by ‘SPS P/L’ for resale to the Customer either separately or as a part of operating in conjunction with equipment or other goods manufactured by ‘SPS P/L’. For such equipment or other goods, the Customer must rely on the warranty given by the manufacturer of the equipment or other goods.

8. DRAWINGS AND SPECIFICATIONS

• (a) All descriptions, specifications, drawings and particulars of weights and dimensions attached to or submitted with any quotation or tender are approximate only and the descriptions and illustrations contained in ‘SPS P/L’ catalogues, price-lists and other advertisement matter, are intended merely to present a general idea of the Goods or the Services described therein, and none of these shall form part of any contract between ‘SPS P/L’ and the Customer.
• (b) Only such descriptions, specifications, drawings and particulars of weights and dimensions as are specifically agreed by ‘SPS P/L’ in writing to form part of the contract shall do so. The designs and information concerning the Goods or the Services and as contained on any drawings which are supplied must not be disclosed to a third party without ‘SPS P/L’ prior written consent.

9. INTELLECTUAL PROPERTY RIGHTS

• (a) ‘SPS P/L’ is the owner of certain patents and registered designs as well as other intellectual property rights, including, but not limited to, copyright (together the “Intellectual Property Rights”). The Customer must not directly or indirectly manufacture or purchase from any third party the subject matter of the Intellectual Property Rights, or in any way infringe the Intellectual Property Rights or patent applications. The Intellectual Property Rights remain at all times the exclusive property of ‘SPS P/L’.
• (b) ‘SPS P/L’ retains ownership of the copyright and all other intellectual property rights in all drawings, manuals and other documents and materials provided to the Customer in connection with the Goods and/or Services. The Customer may only use such documents and materials for its own internal business purposes and to the extent necessary for it to enjoy the benefit of the Goods and/or Services, and may not disclose any of them to any third party without the prior written consent of ‘SPS P/L’, which may be granted or withheld in the absolute discretion of ‘SPS P/L’.
• (c) The Customer must keep confidential all information contained in all drawings, manuals and other documents and materials provided by ‘SPS P/L’ to the Customer in connection with the Goods and/or Services, except to the extent that such information is in or comes into the public domain otherwise than through any act or omission of the Customer. It must only disclose such information to its employees, directors and advisers on a need-to-know basis.
• (d) Where and to the extent that the Goods or the Services ordered have been designed by the Customer, the Customer is liable for and agrees to indemnify ‘SPS P/L’ against any and all costs, expenses, liabilities and losses suffered or incurred by ‘SPS P/L’ arising from any claims of infringement or alleged infringement of any third party’s intellectual property rights.

10. ACCESS

• (a) If required by ‘SPS P/L’, the Customer must allow ‘SPS P/L’ and its employees or representatives’ free and uninterrupted access to any site for the purposes of delivering the Goods or to provide any agreed demonstrations or training.
• (b) The Customer must ensure that to the extent possible, any known hazards or risks are drawn to the attention of ‘SPS P/L’ or its representatives prior to arrival on site
• (c) ‘SPS P/L’ may cancel the Customer’s order if appropriate or safe access is not available to deliver the Goods or provide any agreed demonstrations or training.
  
  

11. LIMITATIONS

• (a) To the full extent permitted by law, ‘SPS P/L’ shall not be liable to the Customer or any other third party for any claims, loss of profit or revenue (including consequential loss), or any other costs or damages resulting from this agreement, the supply of the Goods or for any demonstration or training related to the Goods.
• (b) ‘SPS P/L’ liability for any breach of these terms and conditions is limited to the lesser of the following: • The cost of repairing the Goods (if they are faulty and can be repaired); or • The cost of replacing the Goods (if they are faulty and cannot be repaired); or • The total price of the Goods (if neither of the above two points apply).
• (c) Nothing in these terms and conditions imposes any obligation on ‘SPS P/L’ to supply Goods to any third party on credit or otherwise.
• (d) ‘SPS P/L’ retains the right to cancel all contracts or agreements if the Customer is in breach of these terms and conditions for any reason.
• (e) The Customer agrees to indemnify ‘SPS P/L’ and keep ‘SPS P/L’ indemnified against any claim arising from the supply of Goods.

12. VARIATIONS

• (a) These terms and conditions override all other conditions, including any which may appear on the Customer’s order or any other document, unless agreed to in writing by ‘SPS P/L’.
• (b) ‘SPS P/L’ may at its discretion, vary any of the terms contained in this document by giving written notice to the Customer.
  
  

13. RELEVANT LAW

These terms and conditions shall be governed by the laws of Queensland and the Customer agrees to submit to the jurisdiction of the courts of Queensland.

14. COMPANY OR TRUST AS CUSTOMER

(a) If the Customer is a trust or company, the person or persons placing any order for Goods, or signing this agreement on the Customer’s behalf warrants that they have full authority of the Customer to place the order and that the Customer has sufficient funds to pay for the Goods.

15. TERMS OF CREDIT

• (a) ‘SPS P/L ’ may offer the Customer credit in accordance with these terms and conditions and any other terms agreed to in writing with the Customer.
• (b) ‘SPS P/L’ may withdraw the Customer’s credit at any time, whether or not the Customer is in default of these terms and conditions.
• (c) If ‘SPS P/L’ withdraws any credit, the Customer must immediately pay all outstanding debts owed to ‘SPS P/L’.
• (d) If the Customer is in breach of these terms and conditions, it will become liable to ‘SPS P/L’ for any of ‘SPS P/L’ expenses involved in pursuing any recovery action against the Customer.
• (e) The Customer acknowledges and agrees that the credit to be provided by ‘SPS P/L’ is to be applied wholly or predominantly for commercial purposes.
• (f) Before applying for credit, the Customer (and if the Customer is a company or trust, then also the directors and trustees of such company or trust) acknowledges having read the Privacy Act provisions below and agrees to be bound by them.

16. PRIVACY ACT PROVISIONS

In this clause, the term “Customer” includes the directors of any company and the trustees of any trust that are the Customer. The Customer agrees that:

• (a) ‘SPS P/L’ may seek consumer credit information (section 18K(1)(b), Privacy Act 1988) about the Customer. If ‘SPS P/L’ considers it relevant to assessing the Customer’s application for commercial credit, The Customer agree to ‘SPS P/L’ obtaining from a credit reporting agency a credit report containing personal credit information about the Customer in relation to commercial credit provided by ‘SPS P/L’.
• (b) Exchanging information with other credit providers (Section 18N(1)(b), Privacy Act 1988) ‘SPS P/L’ may obtain personal information about the Customer from other credit providers, whose names the Customer may have provided for ‘SPS P/L’ or that may be named in a credit report, for the purpose of assessing the Customer’s application for commercial credit made to ‘SPS P/L’.
• (c) Agreement to a credit provider being given a consumer credit report to collect overdue payments on commercial credit (Section 18K(1)(h) Privacy Act 1988) ‘SPS P/L’ may obtain a consumer credit report about the Customer from a credit reporting agency for the purpose of collecting overdue payments relating to commercial credit owed by the Customer.
• (d) ‘SPS P/L’ may give information about the Customer to a credit reporting agency, for the following purposes:
  • To obtain a consumer credit report about the Customer; and/or
  • To allow the credit reporting agency to create or maintain a credit information file containing information about the Customer. The information is limited to:
  • Identity particulars – your name, sex, address (and the previous two addresses) date of birth,
  • name of employer, and drivers licence number.
  • Your application for credit or commercial credit – the fact that you have applied for credit and the amount.
  • The fact that ‘SPS P/L’ is a current credit provider to you.
  • Loan repayments which are overdue by more than 60 days, and for which debt collection action has started.
  • Advice that your loan repayments are no longer overdue in respect of any default that has been listed.
  • Information that, in the opinion of ‘SPS P/L’ you have committed a serious credit infringement (that is, fraudulently or shown an intention not to comply with your credit obligations).
  • Dishonoured cheques – cheques drawn by you for $100 or more which have been dishonoured more than once.
  • That credit provided to you by ‘SPS P/L’ has been paid or otherwise discharged.
• (e) This information may be given before, during or after the provision of credit to the Customer.