Terms & Conditions
Ivo Broes t/a Transfer Parts Australia
1. INTERPRETATION
1.1 In these Conditions:
Transfer Parts Australia (ABN: 40015275611); Herein refered to as Company, We or Us;
Conditions means these standard terms and conditions of sale and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer and the Company;
Contract means the Contract between the Customer and the Company for the sale and purchase of Goods; Customer means a business or a consumer (as the case may be) whose order for the Goods is accepted by the Company;
EEA Consumer means a private individual, not a trader or company, resident in the European Economic Area (EEA) and placing an order for delivery to a private address in the European Economic Area.
Goods means the Goods (including any instalment of the Goods) which the Company is to supply in accordance with these Conditions; Part Number means the numeric or alphanumeric code used by the Company to identify a particular item on the website or otherwise; and Working Day means a weekday other than a Saturday when the clearing banks are open for business.
2. COMPLETE AGREEMENT
2.1 These Conditions shall govern the Contract to exclusion of any other terms and conditions between the Company and the Customer and no variation to the Contract or these Conditions (including the incorporation of the Customers standard terms and conditions of business) shall be binding upon the Company unless agreed in writing by the Company and signed by an authorised representative of the Company.
2.2 The Company's employees agents or representatives are not authorised to make any representations concerning the Goods unless such representations are confirmed in writing by an authorised representative of the Company.
2.3 Any typing clerical or other error or omission in any catalogue, sales literature, price-list, dispatch note, invoice or other documentation or any information issued by the Company
(in whatever form and on whatever media) shall be subject to correction without any liability on the part of the Company.
3. CONTRACT
3.1 No order submitted by the Customer shall be deemed to be accepted by the Company until the Goods have been dispatched by the Company.
3.2 The Customer shall be responsible for ensuring the accuracy of any order submitted by the Customer including confirming in writing or by facsimile or email any telephone orders and for giving the Company any necessary information relating to the Contract and delivery (as the case may be) within a sufficient time to enable the Company to deliver the Goods to the premises notified to the Company by the Customer.
3.3 Written confirmations of any telephone orders shall clearly indicate that they are only confirming earlier telephone orders and shall contain details of the Customers account number and purchase order number.
4. DESCRIPTIONS AND PRICES
4.1 Manufacturers Part Numbers are used for reference only, in order to help our Customers to identify the replacement parts that they require.
The Company does not claim to represent or be an agent of any spare parts manufacturer in any capacity.
4.2 Where goods are supplied in branded packaging, this does not necessarily mean that the goods have been supplied through an authorised parts agent of the specified brand-owner.
The Company does not state or otherwise imply that such goods carry any guarantee, warranty or other benefit normally offered by specified brand-owner.
Any warranty provided by our suppliers is provided in accordance with the provisions of Clause 12.
4.3 The Customer is responsible for the correct ordering of Goods for their intended application and any Goods will be deemed to be identified solely by the Part Number.
Further descriptions and photographs of Goods are provided for assistance and the Company will be responsible for the correct supply of goods based solely upon the Part Number stated by the Customer.
This condition applies whether parts are ordered via the web site, in writing, by telephone, fax, by email or in person.
4.4 The price of the Goods shall be the price payable for the Goods at the time of acceptance of the Customers order.
4.5 All prices stated in any of the Company's web site, catalogue, sales literature, price lists or other documentation (issued by the Company from time to time in whatever form and on whatever media) may be altered by the Company at any time without giving notice to the Customer.
4.6 The price for any Goods quoted on the Company's website, in any catalogues sales literature or price lists is exclusive of any carriage, postage and packaging which the Customer shall additionally be liable to pay to the Company. VAT, taxes, duties and other applicable charges in relation to the Goods are displayed separately on the web pages and in the checkout.
4.7 The total price for Goods and delivery services stated in any invoice will be shown inclusive of VAT.
4.8 Any Customer who is not a Consumer shall be liable for any reasonable costs incurred by the Company in the event of variation or suspension of any order by that Customer.
5. TERMS OF PAYMENT
5.1 Subject to any other provisions in these Conditions all invoices shall be paid by the Customer within ten days of the date of the Company's invoice.
5.2 The time of payment of any invoice shall be of the essence of the Contract and receipts for payment shall be issued to the Customer only upon request.
5.3 Non-account customers are required to pay the Company for all orders for Goods in full by debit card, credit card, or PayPal and the Goods in question shall only be dispatched to, or made available for collection by, the Customer (in the case of any method of payment) when the Company is satisfied that the payments in question have cleared.
5.4 If the Company has agreed the Customer may have a credit account, the Customer must pay all invoices on a Nett Monthly account basis. This means that all invoices raised in a particular month, less any credits applied, must be paid by the last Working Day of the subsequent month.
5.5 If the Customer fails to make any payment on the due date then (without prejudice to any other rights or remedies the Company may have) the Company shall be entitled to:
5.5.1 cancel the Contract, suspend the credit account, suspend any further deliveries to the Customer; and
5.5.2 charge interest in accordance with the Late Payment Directive, 2011/7/EU on a day to day basis on all overdue sums owing to it under these Conditions at the rate of 8 per cent over the base rate of the European Central Bank from time to time and interest shall be calculated from the date the sums in question were payable to the date on which payment is made in full whether before or after judgement.
5.6 As part of the website checkout process for EU customers, full payment will be taken from the customers card at the time the order is placed. If any issue arises that prevents goods from being supplied, or if the order is cancelled in accordance with the provisions of Section 10 (Cancellation), then a refund will be processed within 3 business day of written or emailed agreement with the customer.
5.7 As part of the international website checkout process through our partner Shopify Inc., full payment will only be taken from the customers card at the time of dispatch from the warehouse.
This applies to all international orders and payment methods except Paypal where the system described in 5.6 will be used.
6. CREDIT
6.1 The Company may at its discretion offer the Customer credit and in cases where credit is offered to the Customer payment shall be made by the Customer in accordance with the provisions of Clause 5.1.
6.2 Credit shall be offered to the Customer subject to the Company being satisfied as to the Customers credit worthiness and the Customer acknowledges that the Company may carry out status enquiry checks on the Customer and the Company may at any time at its option withhold dispatching any of the Goods to the Customer until such time as the credit worthiness of the Customer has been approved or the Customer has provided sufficient security to the Company or the Customer has made payment in full for the Goods in question and failure to provide sufficient security or to make payment in full for the Goods shall entitle the Company at its discretion to suspend dispatching any Goods or cancel the Contract without the Company incurring any liability to the Customer.
7. AVAILABILITY & DELIVERY
7.1 In exceptional circumstances, goods which are shown to be in stock on our website may in fact not be available for sale. Due to occasional system errors, product recalls and warehousing or delivery problems or losses, goods may not be ready for immediate or subsequent delivery. If you have ordered such goods we will notify you by email as soon as possible and modify or cancel your order for you. Any applicable refund will be effected once we have received your further instructions on the matter.
7.2 The Company shall deliver the Goods to any premises (whether in the European Union or in any other country) notified to the Company by the Customer and for the avoidance of doubt the Customer shall be liable for any costs incurred by the Company in relation to carriage postage and packing and any other applicable duties taxes and charges.
7.3 The Company shall use its reasonable endeavours to deliver the Goods to the premises stated by the Customer by any delivery date estimated by the Company and for the avoidance of doubt the Customer acknowledges that the delivery date is not guaranteed or of the essence of the Contract and that the Company shall in no circumstances be liable to the Customer for any losses, damages or charges incurred by the Customer due to the late
delivery of the Goods.
7.4 Goods delivered to the Customer shall be deemed accepted by the Customer and the Customer shall inspect the Goods immediately upon delivery and in all cases shall inform the Company in writing within 5 (five) days of delivery of any damage, shortages or non delivery of the Goods.
7.5 Where the Goods are being purchased by a business for use in the business and delivered in instalments each delivery shall constitute a separate contract and failure by the Company to deliver one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as repudiated.
7.6 If the Customer fails to take delivery of the Goods (or fails to give the Company adequate delivery instructions at the time stated for delivery otherwise than by reason of any cause beyond the Customers reasonable control or by reason of the Company's fault) then without prejudice to any other rights or remedies available to it the Company may:
7.6.1 sell the Goods at the best price readily obtainable (after deducting all reasonable storage and selling expenses) and charge the Customer any shortfall below the price obtained under the Contract.
8. RISK
8.1 Risk of damage to or loss of the Goods shall pass to the Customer:
8.1.1 in the case of Goods being collected by the Customer at the Company's premises after notification from the Company that the Goods are ready for collection, at the time when the Customer collects the Goods from the Company's premises; or
8.1.2 in the case of Goods which are not being collected by the Customer and which are being delivered to the Customers premises at the time of delivery, or if the Customer wrongfully fails to take delivery of the Goods, at the time when the Company has tendered delivery of the Goods to the Customer.
9. PROPERTY
9.1 Notwithstanding delivery and the passing of risk in the Goods the property in the Goods shall not pass to the Customer until the Company has received in cash or cleared funds, payment in full for the price of the Goods and all other Goods agreed to be sold by the Company to the Customer for which payment is then due. The Customer must return the Goods to the Company or allow the Company to repossess them if the Customers payment is dishonoured.
9.2 Until such time as property in the Goods passes to the Customer the Customer shall keep the Goods separate from the Customers Goods and those of any third parties and properly stored, protected and insured and identified as the Company's property.
9.3 Until such time as property in the Goods passes to the Customer the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so immediately the Customer shall permit the Company its agents or representatives to enter upon the Customers premises or any premises of any third party where the Goods are stored and repossess the Goods.
9.4 Where the Customer has sold Goods or made an insurance claim in respect of Goods which are the property of the Company as stated in Clause 9.1, the proceeds of that sale or insurance claim shall be held on trust for the Company and paid to the Company within 7 days of being received by the Customer.
10. RIGHT TO CANCEL FOR EEA CONSUMERS, EXTENDED IN PART TO NON-CONSUMERS AND NON-EEA CUSTOMERS
10.1 An EEA Consumer has the right to cancel the sales contract within 14 days without giving any reason. The cancellation period will expire after 14 days from the day on which the EEA Consumer acquires, or a third party other than the carrier and indicated by the EEA Consumer acquires, physical possession of the goods.10.2 To exercise the right to cancel, the EEA Consumer must inform us by email on info@transferparts.com.au of their decision to cancel the sales contract by a clear statement (e.g. a letter sent by post or e-mail).
10.3 To meet the cancellation deadline, it is sufficient for the EEA Consumer to send their communication concerning the exercise of the right to cancel before the cancellation period has expired.
10.4 If an EEA Consumer cancels a sales contract with the Company, the Company will reimburse to them all payments received, including the costs of delivery (except for the supplementary costs arising if they chose a type of delivery other than the least expensive type of standard delivery offered by us).
10.5 The Company may make a deduction from the reimbursement for loss in value of any goods supplied, if the loss is the result of unnecessary handling by the EEA Consumer.
For most goods the EEA Consumer is only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.
See 10.14 and 10.15 for deductions relating to the packaging of genuine parts and other branded items that have been handled.
10.6 The Company will make the reimbursement without undue delay, and not later than:
(a) 14 days after the day we receive back from the EEA Consumer any goods supplied, or
(b) (if earlier) 14 days after the day the EEA Consumer provides evidence that they have returned the goods, or
(c) if there were no goods supplied, 14 days after the day on which we are informed about the Consumers decision to cancel the contract.
10.7 The Company will make the reimbursement using the same means of payment as the Consumer used for the initial transaction, unless expressly agreed otherwise;
in any event, the Consumer will not incur any fees as a result of the reimbursement.
10.8 The Company may withhold reimbursement until we have received the goods back or the Consumer has supplied evidence of having sent back the goods, whichever is the earliest.
10.9 The EEA Consumer shall send back the goods or hand them over to The Company without undue delay and in any event not later than 14 days from the day on which cancellation of the sales contract is communicated to us.
The deadline is met if the Consumer sends back the goods before the period of 14 days has expired.
10.10 The Consumer will have to bear the direct cost of returning the goods to The Company.
10.11 The Company does not extend rights similar to those of EEA Consumers to non-consumers (companies or traders) or purchasers outside the European Economic Area.
10.12 Purchasers who are not EEA Consumers will bear the direct costs of the original delivery in addition to the costs of returning goods if they decide to cancel an order or part of an order and return Goods.
There is a handling charge of 10% of the purchase price for all unwanted goods returned by customers who are not EEA Consumers.
10.13 In the case of international customers outside of the European Economic Area (EEA), The Company allows 14 days from the time of notifying the return to us for the goods to be returned.
The cancellation notice period is 3 days from the date the order is originally received.
10.14 In the case of Genuine branded items, the packaging is part of the value of the product. The manufacturer will not accept returns of Genuine branded items with missing, damaged or defaced packaging.
The Company (Transfer Parts Australia) will accept liability for the return of unwanted Genuine branded items with missing, damaged or defaced packaging by EEA Consumers, only up to a maximum value of 50% of the purchase price.
In many cases the item will not be re-saleable by The Company due to its limited application and the impossibility of resale. In these cases the part can be returned to the customer at the customer’s expense but no refund at all can be issued for the un-wanted item.
10.15 In the case of parts in branded packaging, the packaging is part of the value of the product. The supplier will not accept returns of items with missing, damaged or defaced packaging.
The Company (Transfer Parts Australia) will accept liability for the return of unwanted Branded items with missing, damaged or defaced packaging by EEA Consumers, only up to a maximum value of 75% of the purchase price.
In some cases the item will not be re-saleable by The Company due to its limited application and the impossibility of resale. In these cases the part can be returned to the customer at the customer’s expense but no refund at all can be issued for the un-wanted item.
11. RETURNS POLICY
11.1 A RETURNS authorisation number can be obtained before Goods can be returned to the Company but this is not a requirement. The returns number may be obtained by emailing the Company.
All repairs, replacements or refunds will be processed following receipt and inspection by our Returns department.
11.2 Where the Goods have been returned by the Customer as faulty or damaged in transit, they will either be tested upon receipt or returned to the manufacturer for testing, dependent upon the returns policy of the manufacturer.
If no fault is found, the Goods will be returned to the Customer at the Customers expense.
11.4 In the case where it is established that Goods have been mistakenly or incorrectly supplied by the Company in accordance with the provisions of Clause 4.3, the Company will be responsible for supplying the correct Goods as soon as possible and at no extra delivery cost to the Customer.
11.5 In the case where it is established that Goods are faulty or defective in line with the individual manufacturers warranty, most warranty repairs will be carried out on a return-to-Company basis.
All parts and labour charges will be waived but the Customer is responsible for ensuring that the Goods are returned to the Company in their original packaging, or if this is not available, in a stout carton with cushioned packaging surrounding the entire product so as to ensure safe transit. In some instances the manufacturers warranty requires the Customer to contact the repair agent directly.
If this is the case, the Customer will be so informed by the Company's customer service department.
11.6 Where Goods have been delivered to an address outside the European Union, the Company will not be liable for any carriage or shipping costs, whether this relates to the return of Goods or the sending out of replacements.
This Clause applies irrespective of the reason for returning the Goods. However, the Company may choose to assist the Customer with carriage costs, at the Company's discretion.
11.7 The customer is obliged to act with reasonable care when returning goods and also to keep and provide proof of postage or delivery. We recommend using a reputable carrier and suitable return packaging to avoid any problems.
12. WARRANTIES AND LIABILITY
12.1 In cases where any of the Goods are covered by a manufacturers warranty, the Customer shall be responsible for contacting and returning any registration or warranty cards to the manufacturer in question and for the avoidance of doubt the Company shall not be held responsible for any acts of the manufacturer or its agents including (without limitation) any failure by the manufacturer to replace or repair any of the Goods in question which are the subject of the manufacturers warranty.
12.2 Subject as expressly provided for in these Conditions and except in cases where the Goods are sold to a person dealing as a consumer (as that term is defined in the Electronic Commerce (EC Directive) Regulations 2002) all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
12.3 Except in respect of death or personal injury caused by the Company's negligence the Company shall not be liable to the Customer by reason of any representation (unless fraudulent) or any implied warranty, condition or other term or any duty in common law or under the express terms of the Contract for any indirect, special or consequential losses or damages (whether for loss of profit or otherwise) costs expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees, agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Customer and the entire liability of the Company under or in connection with the Contract shall not exceed the price paid for the Goods in question by the Customer.
13. INDEMNITY
13.1 The Customer undertakes to the Company that it will immediately indemnify the Company against all proceedings, costs, fees, expenses, payments, liabilities, losses and damages arising out of the breach or negligent performance by the Customer of any terms of the Contract.
14. FORCE MAJEURE
14.1 The Company shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Goods, where the delay or failure was due to any cause beyond the Company's reasonable control and without prejudice to the generality of the foregoing the following shall be regarded (without limitation) as causes beyond the Company's reasonable control:
14.2.1 acts of God, explosion, flood, tempest, fire or accident;
14.2.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
14.2.3 Acts, restrictions, regulations, bye-laws or measures of any kind on the part of any governmental parliamentary or local authority;
14.2.4 import or export regulations or embargoes;
14.2.5 strikes, lockouts or other industrial actions or trade disputes (whether involving employees of the Company or of a third party);
14.2.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery; and
14.2.7 power failure or breakdown in machinery.
15. INSOLVENCY OF CUSTOMER
15.1 This Clause applies if:
15.1.1 the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into
liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
15.1.2 an encumbrancer takes possession, or a receiver is appointed over any of the property or assets of the Customer; or
15.1.3 the Customer ceases or threatens to cease to carry on business; or
15.1.4 the Company reasonably apprehends that any of the events mentioned above are about to occur in relation to the Customer and notifies the Customer accordingly.
15.2 If this Clause 15 applies then without prejudice to any other rights or remedies available to the Company the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer and if the Goods have been delivered and not paid for the price of the Goods in question shall become immediately due and payable notwithstanding any previous agreement or arrangements to the contrary.
16. EXPORT OR IMPORT LICENCES
16.1 The Customer shall be responsible for obtaining all licences for the export or import of the Goods and for obtaining any other licences required for the delivery or sale of the Goods in the country of destination.
17. GENERAL
17.1 No waiver by the Company of any breach of Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provisions of these Conditions.
17.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
17.3 All notices served under these Conditions shall be in writing and shall be sent to the address of the recipient set out in the invoice (or to any later address in the Lithuania notified for that purpose) and all notices delivered personally or sent by first class prepaid letter or by facsimile transmission shall be deemed to have been served:
17.3.2 on the second Working Day after posting if served by first class post; and
17.3.3 by delivery of the notice through the letter box of the party to be served and shall be treated and served on the first Working Day after delivery.
17.4 The Company reserves the right to amend these Conditions in respect of any promotion, offer or the like made or issued by the Company from time to time in relation to the Goods.
17.5 These Conditions shall be governed by and construed in accordance with the laws of Lithuania.
18. ADDITIONAL TERMS
18.1 Terms and conditions for all repair and servicing work carried out by the Company are separate to the terms and conditions set out here and are made available to all.
19. B-GRADE PRODUCTS
19.1 For the purposes of this Clause 19, a B-Grade product is deemed to be a product which is offered for sale by the Company on its web-site (or otherwise advertised) at a discounted price compared to its original cost where such product may have been previously used or opened, have items missing or have damaged packaging. In addition, some items may have been repaired.. The Company makes no warranty in relation to the accuracy of the described condition of the relevant B-grade product as set out on the web-site or otherwise. Such products are sold on an as is basis with no warranty or guarantee given by the Company.19.2 These terms and conditions of sale, with the exception of Clause 11 and 12 (which shall not apply) shall apply to the sale of a B-grade product by the Company to a Customer.
19.3 For the purposes of this agreement and although supplied new, all recovery ropes and straps are supplied on an as is basis. No warranty or guarantee is given either by the Company or the manufacturer and they are supplied on the condition that they will be used at the Customers own risk.