1. SCOPE

1.1 In these Terms:

(a) ACL means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) and its associated Regulations as amended;

(b) Agreement means any agreement for the provision of goods or services by DefibsPlus to the Customer;

(c) Customer means the person, jointly and severally if more than one, acquiring goods or services from DefibsPlus;

(d) GST means the Goods and Services tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and its associated Regulations as amended;

1.2 All goods and services (Products) supplied by DefibsPlus Pty Ltd (DefibsPlus) are supplied on these Terms & Conditions of Sale (Terms).

1.3 Unless otherwise agreed by DefibsPlus in writing, the Terms apply exclusively to every Agreement and cannot be varied or replaced by any other terms, including the Customer’s terms and conditions of purchase (if any). 

1.4 DefibsPlus may vary or amend these Terms by written notice to the Customer at any time. Any variations or amendments will apply to quotes or orders placed after the notice date.

2. QUOTATION 

2.1 Unless stated otherwise all quotations are exclusive of GST and are open for acceptance for 30 days after the date of quotation.

2.2 The Customer is liable to pay to DefibsPlus any applicable GST relating to the supply of the Products.

2.3 DefibsPlus reserves the right to revise a quotation at any time prior to acknowledging in writing any order placed upon it.

2.4 If the Customer requests any variation to the Agreement, DefibsPlus may increase the price to account for the variation.

2.5 Where there is any change in the costs incurred by DefibsPlus in relation to the Products, and DefibsPlus proposes to increase its price to take account of any such change, it must notify the Customer and the Customer may:

(a) accept the change in price, and continue under the Agreement; or

(b) reject the change in price, and cancel the Agreement.

3. ORDER ACCEPTANCE

3.1 No order shall be binding on DefibsPlus until accepted by DefibsPlus.

3.2 An individual contract for the supply of Products on these Terms is formed upon acceptance by DefibsPlus of an order from the Customer.

3.3 DefibsPlus reserves the right to accept or refuse any order in whole or in part.

3.4 Where DefibsPlus makes a part delivery of any order such delivery shall constitute a separate contract.

3.5 No order may be cancelled or varied by the Customer after acceptance by DefibsPlus, except by mutual agreement.

4. PAYMENT

4.1 Unless otherwise agreed in writing:

(a) Where credit approval has not been granted or is withdrawn, payment by the Customer for all Products supplied by DefibsPlus must be made at the time that the Customer places an order.

(b) The Customer must make payment using any of the methods specified by DefibsPlus for payment from time to time.

(c) Payment will be processed by DefibsPlus at the time that the Customer submits an order.

(d) The Customer’s order will not be fulfilled until payment in full has cleared.

4.2 Payment terms may be revoked or amended at DefibsPlus’s sole discretion immediately upon giving the Customer reasonable written notice.

4.3 The time for payment is of the essence.

5. TITLE TO PRODUCTS

5.1 Title and property in all Products remains vested in DefibsPlus and does not pass to the Customer until full payment has been received.

5.2 Risk in the Products will pass to the Customer on delivery.

5.3 The Customer assumes all risk and liability for loss, damage or injury to persons or to property of the Customer, or third parties arising out of the use, installation or possession of any of the Products sold by DefibsPlus, unless recoverable from DefibsPlus on the failure of any statutory guarantee under the ACL.

6. DELIVERY

6.1 Any period or date for delivery stated by DefibsPlus is an estimate only and not a contractual commitment. DefibsPlus will use its reasonable endeavours to meet any estimated dates for delivery but will not be liable for any loss or damage suffered by the Customer or any third party for failure to meet any estimated date.

6.2 Delivery is deemed to occur at the point of dispatch from DefibsPlus’s premises or the premises of any partners it uses.

6.3 Where prices are stated as inclusive of delivery, delivery is to the delivery point specifically accepted by DefibsPlus.

6.4 DefibsPlus reserves the right to charge the Customer for delivery of the Products at any time, notwithstanding that it may not have previously done so.

6.5 Administrative fees may also be charged to the Customer for orders under certain dollar values

7. RETURNS 

7.1 Without limiting the Customer’s rights under the ACL, any Products which:

(a) are damaged or defective;

(b) are not in accordance with the Customer’s order may be returned to DefibsPlus within 7 days of receipt by the Customer.

7.2 DefibsPlus does not offer refunds for change of mind. It is up to the customer to ensure they purchase the correct product for their needs. 

7.3 Not withstanding clause 7.2, DefibsPlus may allow The Customer to return products to DefibsPlus and obtain a credit:

(a) except for specially purchased Products or Products specifically tailored for the Customer’s requirements;

(b) provided that the Customer does so within 7 days of delivery and a return authorisation is obtained from DefibsPlus;

(c) provided that the Products are in their original form and otherwise as new and in a saleable condition;

(d) at the Customer’s own expense, or to the Customer’s account; and

(e) on the basis that risk in the Products remains with the Customer until the Products are received by DefibsPlus and that a reasonable restocking or return fee may be charged.

7.3 Notwithstanding the provisions of this clause 7, DefibsPlus will not accept returned Products where the Customer has caused the Products to become unmerchantable or failed to take steps to prevent the Products from becoming unmerchantable or the Products have become damaged by abnormal use whilst in the possession of the Customer.

8. LIABILITY 

8.1 Except as the Terms specifically state, DefibsPlus gives no express warranty in relation to Products supplied to the Customer, and the Agreement does not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods or services or any contractual remedy for their failure.

8.2 If the Customer is a consumer nothing in these Terms restricts, limits or modifies the Customer’s rights or remedies against DefibsPlus for failure of a statutory guarantee under the ACL.

8.3 DefibsPlus is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party, except to the extent of any liability imposed by the ACL.

8.4 The Customer acknowledges that:

(a) it has not relied on any service involving skill and judgement, or on any advice, recommendation, information or assistance provided by DefibsPlus in relation to the goods or services or their use or application.

(b) it has not made known, either expressly or by implication, to DefibsPlus any purpose for which it requires the goods or services and it has the sole responsibility of satisfying itself that the goods or services are suitable for the use of the Customer.

8.5 Nothing in the Terms is to be interpreted as excluding, restricting or modifying the application of any non-excludable State or Federal legislation relating to the sale of goods or supply of services.

9. FORCE MAJEURE

9.1 Except for as provided in Clause 9.2, neither party is liable in any way howsoever arising under the Agreement to the extent that it is prevented from acting by events beyond its reasonable control including, without limitation, industrial disputes, strikes, lockouts, accident, breakdown, import or export restrictions, acts of God, acts or threats of terrorism or war. If an event of force majeure occurs, either party may suspend or terminate the Agreement by written notice to the other party.

9.2 Clause 9.1 does not operate to excuse the Customer from any obligation to pay money to DefibsPlus.

10. MISCELLANEOUS

10.1 The law of Victoria from time to time governs the Terms. The parties agree to the non-exclusive jurisdiction of the courts of Victoria, the Federal Court of Australia, and of courts entitled to hear appeals from those Courts.

10.2 DefibsPlus’s failure to enforce any of these Terms shall not be construed as a waiver of any of DefibsPlus’s rights.

10.3 If a clause is unenforceable it must be read down to be enforceable or, if it cannot be read down, the term must be severed from the Terms, without affecting the enforceability of the remaining terms.

10.4 The Customer must comply with the Australian Privacy Principles in connection with any personal information supplied to it in connection with this Agreement.

1. SCOPE

1.1 In these Terms:

(a) ACL means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) and its associated Regulations as amended;

(b) Agreement means any agreement for the provision of goods or services by DefibsPlus to the Customer;

(c) Customer means the person, jointly and severally if more than one, acquiring goods or services from DefibsPlus;

(d) GST means the Goods and Services tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and its associated Regulations as amended;

(e) PPSA means the Personal Property Securities Act 2009 (Cth) and its associated Regulations as amended.

1.2 All goods and services (Products) supplied by DefibsPlus Pty Ltd (DefibsPlus) are supplied on these Terms & Conditions of Sale (Terms). 

1.3 Unless otherwise agreed by DefibsPlus in writing, the Terms apply exclusively to every Agreement and cannot be varied or replaced by any other terms, including the Customer’s terms and conditions of purchase (if any).

1.4 DefibsPlus may vary or amend these Terms by written notice to the Customer at any time. Any variations or amendments will apply to quotes or orders placed after the notice date.

2. QUOTATION 

2.1 Unless stated otherwise all quotations are exclusive of GST and are open for acceptance for 30 days after the date of quotation.

2.2 The Customer must pay to DefibsPlus any applicable GST relating to the supply of the Products.

2.3 DefibsPlus reserves the right to revise a quotation at any time prior to acknowledging in writing any order placed upon it.

2.4 If the Customer requests any variation to the Agreement, DefibsPlus may increase the price to account for the variation.

2.5 Where there is any change in the costs incurred by DefibsPlus in relation to goods or services, and DefibsPlus proposes to increase its price to take account of any such change, it must notify the Customer and the Customer may:

(a) accept the change in price, and continue under the Agreement; or

(b) reject the change in price, and cancel the Agreement.

3. ORDER ACCEPTANCE

3.1 No order is binding on DefibsPlus until accepted by it.

3.2 DefibsPlus reserves the right to accept or refuse any order in whole or in part.

3.3 Where DefibsPlus makes a part delivery of any order such delivery shall constitute a separate contract.

3.4 No order may be cancelled or varied by the Customer after acceptance by DefibsPlus, except by mutual agreement.

4. PAYMENT 

4.1 Unless otherwise agreed in writing:

(a) Where credit approval has not been granted or is withdrawn, payment for all Products supplied by DefibsPlus must be made prior to dispatch.

(b) Where credit has been granted, payment for the Products is to be made on or before 30 days from the date of invoice. Payment must be made in full without set-off or deduction. DefibsPlus will investigate any disputed amounts and if resolved in favour of the Customer, a credit will be issued to the Customer.

(c) All credit orders are accepted by DefibsPlus subject to satisfactory credit approval of the Customer and are governed by DefibsPlus’s credit terms and conditions in force at the time of order placement, including the right to charge interest.

4.2 Credit approval once granted may be withdrawn at any time.

4.3 Payment terms may be revoked or amended at DefibsPlus’s sole discretion immediately upon giving the Customer reasonable written notice.

4.4 The time for payment is of the essence.

5. PAYMENT DEFAULT

5.1 If the Customer defaults in payment by the due date of any amount payable to DefibsPlus, then all money which would become payable by the Customer to DefibsPlus at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer, and DefibsPlus may, without prejudice to any of its other accrued or contingent rights:

(a) charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 (Vic) plus 4% for the period from the due date until the date of payment in full;

(b) charge the Customer for, and the Customer must indemnify DefibsPlus from, all costs and expenses (including without limitation all legal costs and expenses) incurred by it resulting from the default or in taking action to enforce compliance with the Agreement or to recover any goods;

(c) cease or suspend supply of any further Products to the Customer;

(d) by written notice to the Customer, terminate any uncompleted contract with the Customer.

5.2 Subject to any applicable statutory stay of proceedings, clauses 5.1(c) and 5.1(d) may also be relied upon, at DefibsPlus’s option:

(a) where the Customer is a natural person and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally; or

(b) where the Customer is a corporation and, it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, administrator, receiver or manager or similar functionary appointed in respect of its assets, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Customer.

6. TITLE TO PRODUCTS

6.1 Until DefibsPlus receives full payment in cleared funds for all Products supplied by it to the Customer, as well as all other amounts owing to DefibsPlus by the Customer:

(a) title and property in all goods remain vested in DefibsPlus and do not pass to the Customer;

(b) the Customer must hold the goods as fiduciary bailee and agent for DefibsPlus;

(c) the Customer must keep the goods separate from its goods and maintain DefibsPlus’s labelling and packaging; and

(d) in addition to its rights under the PPSA, DefibsPlus may without notice, enter any premises where it suspects the goods are and remove them, notwithstanding that they may have been attached to other goods not the property of DefibsPlus, and for this purpose the Customer irrevocably licences DefibsPlus to enter such premises and also indemnifies DefibsPlus from and against all costs, claims, demands or actions by any party arising from such action.

6.2 Risk in the Products will pass to the Customer on delivery.

6.3 The Customer assumes all risk and liability for loss, damage or injury to persons or to property of the Customer, or third parties arising out of the use, installation or possession of any of the Products sold by DefibsPlus, unless recoverable from DefibsPlus on the failure of any statutory guarantee under the ACL.

7. PERSONAL PROPERTIES SECURITY ACT

7.1 Notwithstanding anything to the contrary contained in these Terms, the PPSA applies to these Terms.

7.2 For the purposes of the PPSA:

(a) these Terms are a security agreement and DefibsPlus has a Purchase Money Security Interest in all present and future goods supplied by DefibsPlus to the Customer and the proceeds of the goods;

(b) the security interest is a continuing interest irrespective of whether there are monies or obligations owing by the Customer at any particular time; and

(c) the Customer must do whatever is necessary in order to give a valid security interest over the goods which is able to be registered by DefibsPlus on the Personal Property Securities Register.

7.3 The security interest arising under this clause 7 attaches to the goods when the goods are collected or dispatched from DefibsPlus’s premises and not at any later time.

7.4 To the extent permitted by the PPSA, the Customer agrees that:

(a) the provisions of Chapter 4 (enforcement of security interests) of the PPSA which are for the benefit of the Customer or which place obligations on DefibsPlus will apply only to the extent that they are mandatory or DefibsPlus agrees to their application in writing; and

(b) where DefibsPlus has rights in addition to those in Chapter 4 of the PPSA, those rights will continue to apply.

7.5 The Customer must immediately upon DefibsPlus’s request:

(a) do all things and execute all documents necessary to give effect to the security interest created under this Agreement; and

(b) procure from any person considered by DefibsPlus to be relevant to its security position such agreements and waivers (including as equivalent to those above) as DefibsPlus may at any time require.

7.6 DefibsPlus may allocate amounts received from the Customer in any manner DefibsPlus determines, including in any manner required to preserve any Purchase Money Security Interest it has in goods supplied by DefibsPlus.

7.7 For the purposes of section 275(6) of the PPSA, the parties agree and undertake that these Terms and any information pertaining to the sale of the Products and details of the Products shall be kept confidential at all times.

8. DELIVERY

8.1 Any period or date for delivery stated by DefibsPlus is an estimate only and not a contractual commitment. DefibsPlus will use its reasonable endeavours to meet any estimated dates for delivery but will not be liable for any loss or damage suffered by the Customer or any third party for failure to meet any estimated date.

8.2 Delivery is deemed to occur at the point of dispatch from DefibsPlus’s premises or the premises of their partners.

8.3 Where prices are stated as inclusive of delivery, delivery is to the delivery point specifically accepted by DefibsPlus.

8.4 DefibsPlus reserves the right to charge the Customer for delivery of the Products at any time, notwithstanding that it may not have previously done so.

8.5 Administrative fees may also be charged to the Customer for orders under certain dollar values.

9. RETURNS 

9.1 Without limiting the Customer’s rights under the ACL, any Products which:

(a) are damaged or defective; or

(b) are not in accordance with the Customer’s order

may be returned to DefibsPlus within 7 days of receipt by the Customer.

9.2 DefibsPlus does not offer refunds for change of mind. It is up to the customer to ensure they purchase the correct product for their needs. 

7.3 Not withstanding clause 7.2, DefibsPlus may allow The Customer to return products to DefibsPlus and obtain a credit:

(a) except for specially purchased Products or Products specifically tailored for the Customer’s requirements;

(b) provided that the Customer does so within 7 days of delivery and a return authorisation is obtained from DefibsPlus;

(c) provided that the Products are in their original form and otherwise as new and in a saleable condition;

(d) at the Customer’s own expense, or to the Customer’s account; and

(e) on the basis that risk in the Products remains with the Customer until the Products are received by DefibsPlus and that a reasonable restocking or return fee may be charged.

9.3 Notwithstanding the provisions of this clause 9 DefibsPlus will not accept returned Products where the Customer has caused the Products to become unmerchantable or failed to take steps to prevent the Products from becoming unmerchantable or the Products have become damaged by abnormal use whilst in the possession of the Customer.

10. LIABILITY 

10.1 Except as the Terms specifically state, DefibsPlus gives no express warranty in relation to Products supplied to the Customer, and the Agreement does not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the goods or services or any contractual remedy for their failure.

10.2 If the Customer is a consumer nothing in these Terms restricts, limits or modifies the Customer’s rights or remedies against DefibsPlus for failure of a statutory guarantee under the ACL.

10.3 DefibsPlus is not liable for any indirect or consequential losses or expenses suffered by the Customer or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party, except to the extent of any liability imposed by the ACL.

10.4 The Customer acknowledges that:

(a) it has not relied on any service involving skill and judgement, or on any advice, recommendation, information or assistance provided by DefibsPlus in relation to the goods or services or their use or application.

(b) it has not made known, either expressly or by implication, to DefibsPlus any purpose for which it requires the goods or services and it has the sole responsibility of satisfying itself that the goods or services are suitable for the use of the Customer.

10.5 Nothing in the Terms is to be interpreted as excluding, restricting or modifying the application of any non-excludable State or Federal legislation relating to the sale of goods or supply of services.

11. FORCE MAJEURE

11.1 Except for as provided in Clause 11.2, neither party is liable in any way howsoever arising under the Agreement to the extent that it is prevented from acting by events beyond its reasonable control including, without limitation, industrial disputes, strikes, lockouts, accident, breakdown, import or export restrictions, acts of God, acts or threats of terrorism or war. If an event of force majeure occurs, either party may suspend or terminate the Agreement by written notice to the other party.

11.2 Clause 11.1 does not operate to excuse the Customer from any obligation to pay money to DefibsPlus.

12. MISCELLANEOUS

12.1 The law of Victoria from time to time governs the Terms. The parties agree to the non-exclusive jurisdiction of the courts of Victoria, the Federal Court of Australia, and of courts entitled to hear appeals from those Courts.

12.2 DefibsPlus’s failure to enforce any of these Terms shall not be construed as a waiver of any of DefibsPlus’s rights.

12.3 If a clause is unenforceable it must be read down to be enforceable or, if it cannot be read down, the term must be severed from the Terms, without affecting the enforceability of the remaining terms.

12.4 The Customer must comply with the Australian Privacy Principles in connection with any personal information supplied to it in connection with this Agreement.