Legal Information - the important fine print.

Legal Entities

The ‘Holmwood Group of Companies’ is a registered umbrella brand name, representing the collective entities of:

All purchase orders and invoices will be from one of the individual entities above.

Terms and Conditions of Sale

All supplies made by any entity are governed by these general terms and conditions of sale.

1. General – these terms and conditions are deemed to be incorporated into all quotations and sales contracts (express or implied) for the supply of goods to the Purchaser and supersede all terms previously issued by the Company. Any order placed by a Purchaser is deemed to be an order incorporating these terms and conditions, notwithstanding any inconsistencies which may be introduced in the purchaser’s order, unless expressly agreed to by The Holmwood Group of Companies and/or subsidiaries (“the Company”) in writing. The Company reserves the right to change the terms and conditions without prior notice.

2. Quotation and Prices – The prices quoted are based on the Company’s estimated cost of production and manufacture and supply of the whole amount of the Purchaser’s order at the time of quotation. The prices quoted are subject to alteration without notice to the Purchaser, due to any increase in the Company’s costs between the date of quotation and the date or dates of delivery. Such costs shall include but are not limited to freight, taxes, import duties, labour costs, material charges, profit margin, costs of overtime and other government imposts and rates of exchange as applicable. Unless otherwise expressly agreed by the Company in writing, all goods will be charged for at the price applicable at the date of delivery.

3. Description – any description of the goods is given by way of identification only and use of each description shall not constitute a contract of sale by description

4. GST – all prices quoted are exclusive of GST, which if applicable will be added to the purchaser’s account at the prevailing rate as currently set by the Australian Taxation Office, or relevant legislation, and must be paid by the Purchaser in addition to the price of the goods.

5. Terms of Payment – payment terms for cash is 7 days from the date of invoice, provided however that if a completion date is specified, payment shall be due on the actual date of completion, unless otherwise agreed. Payment terms for a credit account are 30 days from the date of invoice.

6. Overdue Accounts – overdue invoices will accrue an interest rate of 3% per annum above the Company’s overdraft rate, so certified by the Secretary of the Company. Interest will accrue from the date of default until payment is made in full. If a credit account exceeds its limit or is not paid in accordance with the payment terms, or in the event of the Purchaser entering into any arrangement with its creditors, gong into receivership or liquidation, the Company reserves the right to cancel the credit account without prior notice and all balances owing will become due. Payment and any future transactions will return to cash with order or cleared funds basis before delivery.

7. Delivery – any time quoted for delivery is an estimate only and is not binding on the Company. The company shall not be liable for any loss or damage howsoever arising as a result of or in consequence of any failure to deliver or delay in delivery arising from any circumstances of whatsoever nature which are outside the Company’s control. The Purchaser shall not be relieved of any obligation to accept or pay for goods by reason of any delay in delivery or performance. The Company reserves the right to deliver by instalments and each instalment shall be deemed to be sold under separate contract. Failure of the Company to deliver any instalment shall not entitle the Purchaser to cancel the balance of the order.

8. Risk – the risk of loss or damage to goods shall pass to the Purchaser on delivery or on the date upon which they are put into store by the Company, either pursuant to a request by the Purchaser or because the Purchaser has failed to take delivery of the goods on a specified completion date (in which event, storage charges shall be payable by the Purchaser). Insurance for goods in transit to the Purchaser’s specified point of delivery is at the Purchaser’s expense and responsibility.

9. Title – until the Company has been paid in full for all goods supplied to the Purchaser under any contract whatsoever between the Purchaser and the Company, the goods shall remain the property of the Company. The Customer shall store the goods separately in such a way that they can be readily identified as being the property of the Company. Should the goods or any of them be affixed or added to any other items, such attachment shall be effected by the Purchaser solely as an agent for the Company and the Company shall have full legal and beneficial title to the whole of the new product.

10. PPS Act – The Purchaser and the Company hereby acknowledge that the Personal Property Securities Act 2009 (“PPS Act”) applies to all transactions pursuant to these Terms & Conditions and otherwise, and that this Agreement constitutes a security agreement for the purposes of the PPS Act. The Purchaser will grant a Security Interest in all present and after acquired goods as security for all monies now and in the future owing by the customer. The Purchaser agrees that the Company may at its discretion, affect a registration on the Personal Properties Security Register in relation to any Security Interest contemplated by this Agreement, prior to the Attachment of the Company’s Security Interest in the Goods. The customer agrees to provide all assistance reasonably required to enable the registration of a Security Interest. The Purchaser will do all such things and sign all such documents as are necessary and reasonably required to enable the Company to acquire a perfected Security Interest in all goods supplied within the time specified within the PPS Act. The Purchaser indemnifies the Company for any liability of any costs of registration, maintenance, enforcement or discharge of Security Interest and such other costs and expenses as the Company may incur. The customer will not, without notice, change its name or initiate any change to any registered documentation, or act in any manner which would impact on the registered Security Interest of the Company. The customer agrees to waive or exclude such sections of the PPS Act as the Company may require, subject to those sections being capable of exclusion.

Definitions – “Attachment” has the meaning given in section 19 of the PPS Act, and attached and attachment has corresponding meanings

“Collateral” has the meaning given in section 10 of the PPS Act and refers to the Equipment

“Security Interest” has the meaning given in section 12 in the Personal Properties Security Act 2009

11. Limitation of Liability – save as otherwise provided for in these terms and conditions, the Company shall not be liable to the Purchaser or the Purchaser’s servants, agents, customers or representative for any direct, indirect, incidental or consequential loss or damages of any nature howsoever caused (whether based on tort or contract or otherwise) including but not limited to loss of profits, loss of production, loss of sale opportunity or business reputation, direct or indirect labour costs and overhead expenses and damage to the equipment or property or any other claim whatsoever arising directly or indirectly or in any way attributable to the performance of these terms and conditions. Any claim by the Purchaser for shall not be recognized by the Company unless the claim is made in writing within fourteen (14) days of the date of delivery of the goods. The Company’s liability is limited to the replacement of goods or the supply of equivalent goods or the repair of the goods, at the Company’s option.

12. Warranty – the Company warrants to repair or replace (at the Company’s option) all goods manufactured by the Company, which the Company in its discretion deems to be defective in material or workmanship under normal use and service within a period of twelve (12) months from the date of delivery. The warranty is limited to repair or replacement of the defective goods, and all other costs including cartage and installation are the responsibility of the Purchaser. To obtain the benefit of this warranty, the Purchaser must give notice in writing to the Company immediately upon the fault becoming apparent. Repairs or alterations to the goods manufactured by the Company that are not performed by the Company or without the Company’s written authority shall void this warranty. Goods and components not manufactured by the Company are not covered by this warranty, but the Company will endeavour to obtain for the Purchaser the benefit of any applicable manufacturer’s warranty.

13. Implied Terms – all conditions and warranties express or implied by statute or common law, equity, trade, custom or use or otherwise are hereby expressly excluded to the maximum extent permitted by law. Where permitted, the liability of the Company for a breach of a condition or warranty that cannot be excluded is limited at the Company’s option to the replacement or repair of the goods or the supply of equivalent goods, or the cost of replacing or repairing the goods or acquiring equivalent goods.

14. Design and Specification – the Company reserves the right to modify its design and revise specifications at any time without notice. In particular, the Company may make substitutions during manufacture where the approximate capacity and operation of the goods is not affected and where no additional cost is implied on the Purchaser.

15. Repairs and Site Requirements – the Company reserves the right to increase the charges specified in its quotation for repairs and/or commission of goods if, due to causes beyond the Company’s reasonable control, it is unable to complete such work in the time allowed. The Company reserves the right to increase the charges specified in its quotation for call-outs or repairs undertaken after hours. The Purchaser will at its own cost and expense, arrange for electric power to the site where repairs are being undertaken, and suitable hoisting and toilet facilities for the person performing the labour for the Company.

16. Representations – the Purchaser acknowledges that except as set out in these terms and conditions, the Company, its servants, agents, or representatives have not made any representations or undertakings in relation to the fitness of the goods or installation for any particular purpose, or any other matter.

17. Intellectual Property – all drawing, jigs or designs produced by the Company remain the property of the Company, and nothing in this agreement has the effect of assigning the Company’s intellectual property.

18. Confidential Information – The Purchaser shall keep secure and confidential all confidential information provided to it by the Company. Confidential Information shall include all information, data and know-how (regardless of material form) that is confidential or proprietary in nature whether or not designated as such. No confidential information of the Company shall be loaned, copied, reproduced, communicated or disclosed in any manner without the written consent of the Company.

19. Subcontracting – the Company reserves the right to subcontract the production, manufacture or supply of installation of the whole or any part of the goods or any of the materials or serves to be supplied to the Purchaser.

20. Assignment – the Company may novate or assign its rights and obligations under these terms and conditions without notice to the Purchaser. The Purchaser may not novate or assign its rights or obligations under these terms and conditions without the written consent of the Company.

21. Waiver – Failure by the Company to insist on strict performance of any term or condition herein shall not be deemed a waiver thereof or of any rights the Company may have, and shall not be deemed a waiver of any subsequent breach of any term or condition.

22. Force Majeure – the Company’s obligations under these terms and conditions are suspended to the extent that the party is prevented from performing them by an event beyond the Company’s control. “An event beyond the Company’s control” shall include but is not limited to: fire, flood, explosion, strike, lock-out or other industrial action or dispute, the breakdown of or accident to plant, unavailability or shortage of raw materials, labour, power supplies or transport facilities, inability to obtain licenses, an act of God, or any order or direction of any local State or Federal Government or government authority.

23. Notices – any notice to be given by the Purchaser or the Company shall be sent by ordinary prepaid mail to the Company or the Purchaser’s usual place of business.

24. Governing Law – any contract entered into between the Company and the Purchaser shall be subject to the jurisdiction of the State of Victoria.

General Terms and Conditions of Purchasing

Purchase Orders: Holmwood Highgate issue purchase orders and these order numbers MUST be referenced on all correspondence and documentation relating to the supply of goods.  Failure to obtain or record correct and duly authorised purchase orders will result in non-payment or at the very least, delays in processing. It is solely the supplier’s responsibility to obtain a purchase order from Holmwood Highgate prior to the manufacture or supply of goods.  Holmwood Highgate may cancel a purchase order at any time up until the supply of the goods.

Documents: All supplies made to Holmwood Highgate must be accompanied with appropriate documentation.  Failure to do so may result in refusal to accept goods into our store, along with delays or failure to pay future accounts in relation to the supply.

Pricing: Pricing noted on purchase orders must be maintained.  If pricing on purchase orders is incorrect, this must be highlighted and communicated prior to supply.  Once an order is accepted by the vendor, pricing is deemed to be accepted as stated on the purchase order.

Disputes: Holmwood Highgate will inspect goods upon receipt for Quantity, Description, Quality and Pricing. Any disputes of invoice or supply will be raised promptly. Invoices under query will be held until the dispute is settled, and then placed into routine payment cycle.

Payment: Holmwood Highgate will pay approved accounts within 45-days from End of Month of invoice.

Security: The directors of Hillington Close Pty Ltd will not sign or submit personal guarantees, nor assign charges over assets as security.  Suppliers are free to lodge any securities over goods supplied under the PPSR legislation.